Canadian Peony Society
(last revised June 1999)

Section 1. Objective. The objective of the Society, a not for profit organisation, is to encourage and improve the cultivation and the enjoyment of peonies in Canada.

Section 2. Activities. The aim of the Society is to develop a national presence for members in order to (1) encourage the collection and breeding of peonies; (2) distribute educational information about the genus Paeonia; (3) assemble and maintain a register of peonies bred in Canada, and of cultivars in various collections in Canada (public, private, or commercial); (4) develop and maintain a listing of peony cultivars and species available from nurseries or institutions in Canada; (5) act in the national interest in responding to, and influencing, agencies or departments of federal or provincial governments in matters affecting the cultivation of peonies; (6) develop an agreed code of judging peonies that is appropriate for the country; (7) agree on the qualifications of individuals accredited to judge; (8) expedite new ideas and concerns among members; (9) assist in building and developing peony collections in botanical gardens across the country; (10) represent the interest of peony growers to the nursery trade; (11) give appropriate national recognition to Canadian peony hybridizers and other Canadians who make exceptional contributions to peony growing in Canada; (12) promote the peony by marketing, showing, and writing about peonies for a national membership, the public and the media; (13) improve and extend the cultivation and the development of the peony in collaboration with other like minded organizations in other countries; and (14) represent Canadian peony growers and their interests in the international community.

Membership

Section 1. Members. Membership in the Society is open to individuals domiciled in Canada and organizations situated in Canada. They may apply for membership by acknowledging their interest in pursuing the objective and activities of the Society, and remitting in full the fee for the appropriate membership. Types of membership and fees shall be established by the directors of the Society. Members in default of dues payment shall be removed after one reminder. An associate membership for non-residents of Canada may be established as deemed necessary.

Section 2. Privileges. Members shall enjoy all privileges including the right to attend meetings and vote. An individual member may stand for election or accept appointment to an office providing he or she; (1) is a member in good standing; (2) has a broad comprehension of the interests and aspirations of the Society; (3) has telecommunications (e.g. Email) facilities making national interaction feasible. Members shall receive the Society newsletter distributed one per household. Members shall be admitted to and exhibit in Society shows without fee.

Section 3. Communications. The Society shall encourage the dissemination of information about the Society and its workings. To that end, a newsletter shall be an important instrument to collect intelligence from members, and publicize reports issued by directors and officers. Members are expected to contribute to the sharing of information spanning the country.

Section 4. Resignation. Any member may resign by notifying the secretary in writing.

Organization

Section 1. Fiscal Year. The fiscal year of the Society shall be the calendar year.

Section 2. Membership Year. Membership fees shall be due and payable at the commencement of the fiscal year and shall be paid to the Membership Chairman within thirty days.

Section 3. Head Office. There shall be no fixed head office. The business address of the Society shall be determined by the Board of Directors and changed from time to time as determined most effective. When appropriate it may simply be the address of the secretary of the Society, and may include the secretary’s postal address, courier address, telephone number, FAX number, and Email address.

Section 4. Service. Directors, officers, committee members, and auditors shall serve without remuneration. When expenses are incurred in carrying out work authorized in advance by the directors, the actual out-of-pocket expenses shall be reimbursed upon request when evidenced by vouchers.

Section 5. Regions. The Society shall recognize the following regions in Canada: Atlantic (comprising the provinces of Newfoundland, Prince Edward Island, Nova Scotia, and New Brunswick); Québec; Ontario; Prairies (comprising the provinces of Manitoba, Saskatchewan, Alberta and the Northwest Territories; and Pacific (comprising the province of British Columbia and Yukon Territory). The Society is committed to having representation from each region, and to working in each region to achieve its objective. The Society is also committed to fostering regional activities under the purview of the representative of the region on the Board of Directors.

Directors

Section 1. Board of Directors. There shall be seven directors of the Society: a president elected annually by the full membership; a vice president elected annually by the full membership; and five directors each elected annually by the members of the region which he or she represents.

Section 2. Vacancies. If a vacancy occurs among the directors, such vacancy shall be filled by an appointment made by the remaining members of the Board of Directors from among the members in the constituency which could elect the vacant directorship. A director so appointed shall act until the next annual general meeting.

Section 3. Meetings And Quorum. Meetings of the Board of Directors may be held as often or as infrequently as deemed necessary, taking into consideration the urgency of the agenda and the expense involved. A quorum of the Board of Directors shall be five.

Section 4. Term. Directors shall serve for a term of one year, and may stand for re-election without time limit. The president however may stand for re-election only twice with a maximum of three consecutive terms possible.

Section 5. Responsibilities. The Board of Directors shall have complete direction of the affairs of the Society mindful of its national purpose. It shall establish the program and the specific projects to be undertaken. Such projects shall be commensurate with the funds available. To achieve its projects, the board may establish committees chaired by a director, appoint members or non-members thereto, and delegate thereto the authority to carry out their function subject to approval of the board. The Board of Directors shall make appointments to the offices of treasurer and secretary and such other key positions (including a newsletter editor) as may be desirable to carry out the objective of the Society. The Board of Directors shall set the annual membership fee structure, and establish rules and regulations to maintain the order and well-being of the Society.

Section 6. Voting. Each director shall have one vote.

Section 7. Execution Of Contracts And Other Papers. All contracts shall bear the signature or signatures of the directors and/or officers specified in the resolution authorizing the execution of the contract. All cheques and banking instruments shall bear the signature of the treasurer to be negotiable.

Officers

Section 1. Officers. The officers of the Society shall be a president, a vice president, a treasurer, and a secretary. The offices of treasurer and secretary may be combined if circumstances favour such combination. The office of treasurer or secretary may be held by any director except the president and vice president, or by any member in good standing.

Section 2. President. The president shall be the chief executive officer of the Society and shall have active direction of its affairs subject to the democratic support of the directors. The president shall preside at all meetings of the Board of Directors and all meetings of the membership. The president shall be an ex officio member of all committees established by the board. At the conclusion of the fiscal year, the president shall present to the members an annual report on the progress of the Society during the year concluded.

Section 3. Vice president. The vice president shall be vested with all the powers and shall perform all the duties of the president in the absence or disability of the president. The vice president may also have such duties as may be assigned by the directors from time to time. The vice president shall prepare to succeed the president when the president retires or is replaced.

Section 4. Treasurer. The treasurer shall have charge of all moneys of the Society and shall deposit them in the name of the Society in such depositories as shall be approved by the directors. The treasurer shall keep full and accurate accounts of all receipts and disbursements and shall produce budgets and statements whenever so required by the directors. The treasurer shall make financial records available for audit, and shall prepare complete audited financial reports for the membership annually.

Section 5. Secretary. The secretary shall keep proper records of all meetings of the board and meetings of members, and shall have charge of all the records and archives of the Society. The secretary shall give notice of all meetings of members and of directors, as well as information necessary to support the discussion of the agenda. The secretary shall arrange for telephone conference calls to enable meeting participants to speak to and hear each other.

Meetings Of Members

Section 1. Annual General Meeting. The annual meeting of the Society shall be held at a time and place to be established by the Board of Directors. The time shall be in the first half of the fiscal year, and the place shall be a location in Canada at which members may assemble, or at places from which groups of members may be connected by speaker phone in a telephone conference call enabling all members to hear each other. If general consensus prevails, the annual meeting of the Society may be replaced by proxy ballots returned to the secretary.

Section 2. Notice Of Meeting. Notice of the annual meeting shall be given to each member at least 14 days before the day on which the meeting is to be held. The notice shall be delivered by mail, FAX, or Email to an address each member has filed with the Membership Chairman of the Society. It shall state the business to be transacted, and support each item with all the information required to consider and deal with the item.

Section 3. Quorum. At all meetings of members, the presence of 10 members in person or by teleconferencing facilities or by proxy shall constitute a quorum for the transaction of business, and the vote by a majority of members constituting the quorum shall be binding on all members.

Section 4. Voting. Each member in good standing shall have one vote. Voting may be by show of hands if members have assembled in person, or by voice roll call if the meeting is by teleconferencing facilities. Voting on all business and voting for the election of president and vice president shall be open to all members. Voting on the election of the five regional directors shall be restricted to members of the region electing its regional director. Voting may be done by mailed ballot if preferred, and proxy voting by ballots sent by the secretary to each member may be requested to replace voting by other means.

Section 5. Audit. At each annual meeting the members shall appoint an auditor qualified to act on their behalf. The auditor shall examine the records and accounts of the Society during the course of, and at the conclusion of, the fiscal year and report thereon at the next annual meeting.

Committees

Section 1. Committees Of The Board. The Board of Directors may establish working committees with a director as chair, and Society members or non-members as committee members. Such committees may, when approved by the board, carry out the planning and mounting of peony shows in one or more regions; plan and purchase peony cultivars for interested members; develop recruiting plans to seek new members; plan and convene regional events; etc.

Amendments

Section 1. This constitution may be altered or repealed in any particular, and new provisions may be adopted by an affirmative vote of two-thirds of the members present at an annual meeting the notice of which meeting shall include the form of the proposed alteration, repeal, or new provision, or a summary thereof.

Section 2. The latest revision of Robert's Rules of Order shall be the Parliamentary Authority of the Canadian Peony Society.

Assets

Section 1. Dissolution. In the event of dissolution or winding-up of the Society, all its remaining assets, after payment of liabilities, shall be distributed on a practical and fair basis to the surviving registered charitable organizations in which regional peony collections have been maintained for the Society.

July 99