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Wheatley Horticultural Society Constitution

Most Recent Update: January 27th, 2026 Annual Meeting

Article I: NAME 

The name of the Society shall be the Wheatley Horticultural Society, hereinafter referred to as the Society. 

Article II: MISSION 

The mission of the Society shall be to provide leadership and assist in the promotion of education and interest in all areas of horticulture and related environmental issues in Wheatley through an expanding membership dedicated to the beautification of our community. 

Article III: ORGANIZATION 

The Society shall be a non-profit organization incorporated pursuant to the laws of the Province of Ontario, without share capital, dedicated to carrying out its mission. 

Article IV: AUTHORITY 

The Society shall be incorporated and the legal status and direction is governed by the Act, and any revisions thereof as promulgated in the Statutes of Ontario. 

Article V: MEMBERSHIP 

Membership in the Society shall be open to members of the public that support the mission of the Society. The classes of membership and their terms of reference shall be as provided in the By-Laws of the Society. 

Article VI: ADMINISTRATION 

The Society’s geographical area will mirror that of the Town of Wheatley. A Board of Directors shall be elected by the members in accordance with the Act. The terms of reference for election/appointment and the duties to be performed by Directors and Officers shall be as provided in the By-Laws of the Society. 

Article VII: AMENDMENTS 

The Constitution may be amended or revoked provided that the changes are approved by a two-thirds majority of the votes cast at an annual general meeting or special meeting called for that purpose. A notice of motion in writing of such proposed amendment or revocation must be submitted to the Society Secretary at least 60 days in advance of the meeting so that all members may be notified within a period of 50 to 10 days prior to the meeting. Any current member of the Society may submit such a notice of motion. 

BY-LAWS 

By-Law 1: INTERPRETATION 

In the By-Laws and in the Constitution of the Society, unless the context otherwise specifies or requires: 

  1.  “Act” means the Agricultural and Horticultural Organizations Act, R.S.O. 1990, Chapter A.9, as amended from time to time and every statute that may be  substituted thereafter; 
  1. “Association” means the Ontario Horticultural Association; 
  1. “District” refers to a group of societies designated by the Association as a geographic entity within the Province; 
  1. “Society” refers to the Wheatley Horticultural Society incorporated under the Act; 
  1. “Member” shall be any person that has paid their current membership fee as set from time to time by the membership at an annual meeting; 
  1. “Board” means the Board of Directors of the Wheatley Horticultural Society. 
  1. “Ex officio” designates a member of a Board or Executive who is a person who holds  or held an office to which he was neither directly elected or appointed, often as the  representative of an external body, in which case he is non-voting. An immediate past president or past director of a body is their ex officio, but has the right to vote. 
  1. “Audit” means an examination of books and records by a qualified Auditor; 
  1. “Auditor” is an individual or individuals who are qualified Chartered Accountants, and who are therefore qualified to conduct an audit or review engagement of the books and records of the Association in accordance with Canadian generally accepted accounting principles. 
  1. “Review Engagements” can be an alternative to an audit, depending on the revenue thresholds defined in the act. A review engagement would be performed by the elected auditor. 
  1. “Financial Reviews” are conducted by 2 independent, objective and knowledgeable persons at least once a year, in accordance with generally accepted accounting principles. If an Extraordinary Resolution is passed that fiscal year, and the Society’s Annual Revenue is below the thresholds in the Act, a Finacial Review is a sufficient alternative to an audit or review engagement. The individuals who will complete the Financial Review will be elected at the annual meeting.   
  1. “Extraordinary Resolutions” shall be voted in favour for by at least 80% of members attending an annual or special meeting, and all must agree in writing. They shall be voted on once a year, and are required under the Act to adjust the type of financial review being undertaken that year. 

By-Law 2: OFFICE 

The office of the Society shall be located in the Town of Wheatley at such place therein as the Directors may from time to time determine. 

By-Law 3: CORPORATE SEAL 

The seal of the Society will be as shown in the upper left corner of each page of this document, and will feature the Soceity’s flower (Echinacea), a bee, the year of re-establishment (2017), surrounded by the name of the Society in green. A black and white version may be used.  

By-Law 4: MEMBERSHIP 

Membership in the Society shall consist of the following class: member, youth member. The Board of Directors may establish other membership categories, provided that the membership category is subsequently ratified by the general membership. 

4.1 Member: Membership shall be open to any member of the public. An annual fee shall be assessed for each member on a per capita basis. The Board of Directors shall recommend the fee, for ratification at a general meeting of the membership. The Secretary shall notify members of any proposed change in fees at least 90 days prior to a general meeting. 

By-Law 5: ADMINISTRATION 

  1. The BOARD OF DIRECTORS shall consist of the following: 
  1. The OFFICERS of the Society shall be the President, Immediate Past President, Vice-President, Secretary, Treasurer, Membership Co-ordinator and up to 4 additional directors. 
  1. The Officers of the Society shall transact the business of the Association between meetings of the Board. 
  1. Past Presidents of the Society shall form the PAST PRESIDENTS’ COUNCIL. The Past Presidents’ Council will be represented by the Immediate Past President on the board. 
  1. All Officers except the Secretary and the Treasurer shall serve for a one-year term, unless re-elected. The Immediate Past President shall remain so long as a new President is not elected.  
  1. Elected Directors become members of the Society’s Board of Directors. Directors take office in the Society as of the date of election. Directors are elected annually. Directors are formally introduced as members of the Society’s Board of Directors at the Society’s Annual General Meeting. 
  1. The Officers shall meet at the call of the President, or any three of its members.  

By-Law 6: ELECTION/APPOINTMENT OF OFFICERS AND AUDITOR 

  1. All positions are elected annually by the general membership.  
  1. An Auditor(s) and two financial reviewers shall be recommended by the Board, and elected by the voting members at the Annual General Meeting, to carry out the audit, review engagement or financial review of the ensuing year. 
  1. A Director so designated shall call for any nominations from the floor at the Annual General Meeting, and complete the nomination process. 
  1. A nomination must include the following information: 

1. Name of the Office and the nominee 

2. A nomination must be proposed and seconded by current members.  

  1. Should the need for a vote arise, the candidate receiving a simple majority vote in a secret ballot shall be declared the winner. The election shall be carried out according to the Association’s By-Laws.  
  1. A serving Director who is elected to the Executive shall give up the directorship, and the Society shall replace him within ninety days at a district general meeting called for that purpose. 
  1. For an Officer of Society, except for the Secretary and the Treasurer and the Immediate Past President, who is unwilling or unable to carry out the responsibilities of office, the Board shall appoint, for the balance of his/her term, a replacement from among themselves. 

By-Law 7: DUTIES OF OFFICERS AND DIRECTORS 

  1. President. The President, as Chief Executive Officer, shall be responsible for the general management and direction of the business and affairs of the Society, and perform duties incident to the office and those prescribed from time to time by the Officers and the Board of Directors. The President shall be a member of all Committees, ex-officio. The President or designate shall preside at all meetings of the Officers, Board of Directors and meetings of members.  
  1. Past President. The immediate Past President shall advise and assist the President where needed.  
  1. Vice-President. It shall be the duty of the Vice President to assist the President where needed.  
  1. Secretary. The Secretary shall attend all meetings of the Society and keep correct minutes, conduct the correspondence of the Society, and perform such other duties as may from time to time be prescribed by the Board. The Secretary has a voice but no vote. 
  1. Treasurer. The Treasurer shall receive and account annually, or as often as may be required by the Board and applicable government authorities, for all monies belonging to the Society. All books and records of the Society shall be audited or reviewed at the end of the fiscal year. The Treasurer shall submit all invoices for payment to the Executive or relevant committee chair for written approval of payment. The treasurer on a regular basis reports all financial matters to the Board. The Treasurer has a voice but no vote. 
  1. Membership Coordinator. A current list of all members shall be maintained by the membership coordinator and efforts shall be made throughout their term to increase membership.  
  1. Directors. Directors are expected to attend all Board meetings and serve on committees. If a Director is unable to attend a Society Board meeting, they are expected to send a competent individual from the membership, when possible. At Society Board meetings, this individual has a voice and no vote.  
  1. Where a director of a society has a financial interest direct or indirect in any matter in which the society is concerned he/she shall disclosure his/her interest and may not take part in the consideration or discussion of or vote on any questions which respect to the matter.  

By-Law 8 COMMITTEES 

Additional Committees may be formed as required. 

  1. Finance.  The Finance Committee, chaired by the Treasurer, and consisting of the Officers of the Society, shall be responsible for the preparation of the annual budget and for the monitoring of its performance. The Society’s annual budget is to be presented and approved by the Board of Directors at the October or November meeting. The Finance Committee is also responsible for fundraising, expense reimbursements policies, financial controls and other matters related to the financial well-being of the Society. The Committee shall make recommendations on these matters and provide advice to the Board of Directors as needed. 
  1. Awards. The Awards Committee, chaired by the President, and consisting of the President, the Vice President, the Immediate Past President, the Secretary, and the two Directors as identified in ByLaw 5, 5.2, shall select award winners in recognition of their outstanding work in the pursuance of the objectives of the Society and the budget approved by the Board. The Awards Coordinator shall attend all Awards Committee Meetings. The Awards Coordinator has a voice but no vote. Regulations for the presentation of awards are presented in a separate Awards document.  
  1. Standing Committees. Such other Standing Committees as identified by the Board of Directors shall be named. All Standing Committees are accountable to the Board, which shall define the membership, budget and responsibilities of each committee. 
  1. Ad Hoc Committees. The Board may establish Ad Hoc committees from time to time in order to conduct its business more effectively. All Ad Hoc Committees are accountable to the Board, which shall define the membership, budget and responsibilities of each committee. 

By-Law 9: FISCAL YEAR AND MEMBERSHIP YEAR 

  1. The fiscal year of the Association shall be from January 1st to December 31st.  
  1. The membership year shall be from January 1st to December 31st. 

By-Law 10: QUORUMS AND VOTING 

  1.  A quorum for meetings of the Officers shall be 50% plus one of the voting members. At all meetings of the Officers, every question shall be decided by a majority vote. In case of a tie, the Chair shall cast the deciding vote.  
  1. At the Annual General Meeting or any special general meeting of the Association, 20 members shall constitute a quorum. 

By-Law 11: ANNUAL GENERAL MEETING 

  1. The Annual General Meeting shall be held at such time and place as the Board of Directors  
    may decide for the purpose of allowing members to review the work of the year, prepare  
    policy, approve the audited or reviewed financial statements, elect officers and auditor, and conduct such other business deemed necessary. All members shall be notified at least 60 days in advance of general meetings and invited to attend. Notification may be done through social media, a posting on the Society Website and/or direct email to members who have provided an email address. 
  1. Each member shall be entitled to one vote. 
  1. Any Director, all Past Presidents and any Officer except the Secretary and the Treasurer shall have voting rights at annual meetings or any special meeting of the Association.  
  1. The Board of Directors may call special meetings of the Society whenever it deems advisable. Notice of all special or general meetings, with a statement of the subjects to be discussed, shall be advertised at least 30 days prior to said meeting. 
  1. The Chair and Society Secretary shall prepare an agenda and order of business prior to calling the Annual Meeting or Special Meeting, and a copy of such agenda shall be posted on the Society Facebook page with notice of such meeting. 
  1.  The Treasurer shall present to the general membership, at the Annual General Meeting, audited or reviewed financial statements of assets and liabilities as well as income and expenditures for the prior fiscal year, with copies available for distribution to each member. 
  1.  The Board of Directors shall provide leadership and assist in the promotion of education and interest in all areas of horticulture and related environmental issues in Wheatley, through an expanding network of members dedicated to the beautification of the community between general meetings, and report its activities at the Annual Meeting.  
  1. The Secretary shall make available to all members Minutes of the Annual General Meeting within two months of the time of the meeting. 

By-Law 12: EXECUTION OF DOCUMENTS 

  1. The President, Treasurer or Vice-President shall sign all cheques, drafts or orders for the payment of money, and all notes and acceptances and bills of exchange. Two signatures are always required. 
  1. The President or the Vice-President together with the Secretary or Treasurer may sign contracts, documents or any instructions in writing requiring the signature of the Society. The Officers have power from time to time by motion and approval by the Board to appoint any Officer or Officers to sign contracts, documents or instruments in writing relating to special projects. This would apply to grants being sought from various levels of government or other sources.  
  1. The Board of Directors may recommend a revision of boundaries to adjust existing boundaries to accommodate population, county and regional changes, subject to consultation with any affected Districts and Societies. 
  1. Each Society shall be entitled to send two voting delegates to a District meeting. Any society having membership exceeding 100 shall be entitled to one additional voting delegate for each 50 members or fraction thereof up to a maximum of 20 voting delegates. Society membership count shall be based upon reports filed for the previous year with the Ontario Ministry of Agriculture, Food and Rural Affairs. 

By-Law 13: INDEMNIFICATION OF DIRECTORS AND OFFICERS 

Every Director and Officer of the Society and his or her heirs, executors and administrators 

respectively shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Association only from and against: 

  1. all costs, charges and expenses whatsoever such Director or Officer sustains or incurs in or about any action, suit or proceeding that is brought, commences or prosecuted against him or her for or in respect of any deed, act, matter or thing whatsoever made, done or committed by him or her, in or about the execution of the duties of his or her office; 
  1. all other costs, charges and expenses he or she sustains or incurs in or about or in relation to the affairs of the Association; except such costs, charges and expenses as are occasioned by his or her own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Society.  

By-Law 14: RULES OF ORDER 

Robert’s Rules of Order shall govern proceedings at all meetings of the Society. If the rules of order  

are in conflict with the By-Laws, the latter shall prevail. 

By-Law 15: AMENDMENTS 

The by-laws may be amended, or revoked, provided that the changes are approved by a majority of  

the votes cast at an annual general or special meeting called for that purpose. 

By-Law 16: GENDER NEUTRAL 

It is understood that where the masculine gender is used in the Constitution and By-Laws, that the  

feminine gender shall equally apply.  

By-Law 17: CODE OF CONDUCT  

The Board and all members of the Society will at all times conduct themselves according to the Code of Conduct, as outlined in the separate attached document. The code of conduct may be amended at an annual, special or regular meeting.  

By-Law 18: DISOLUTION 

In the event that the members of the Wheatley Horticultural Society elects to dissolve the Society, all assets will pass to one or more other Public Benefit Corporations operating within the Town of Wheatley, who has similar goals, especially around community beautification. If no such organization exists or is willing to take on the assets, the assets will pass to the Municipality of Chatham-Kent. 

The following provisions apply: 

  1. A notice of motion in writing of any proposed amendment, or revocation, is to be submitted to the Secretary 60 days before the meeting. 
  1. Any member of the society which is in good standing may submit such notice of motion in addition to the Officers and Directors of the Society. 
  1. The Secretary shall notify all members of proposed amendments 50 days prior to the meeting. 

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