Constitution of the Eastern Ontario Natural History Society / Société Paleontologique d’Ottawa

 Contents of the bylaws, rules of order and basic operating procedures of EONS/SPO

A. Obligations of Executive Members
B. Executive
C. Membership
D. Rules regarding the conducting of society finances
E. Rules of order and basic procedures
10. Availability and processes of revision for the bylaws and rules of order
11. Executive meetings versus general meetings
12. Roles and conduct during executive meetings
13. Membership categories, privileges and voting rights
14. Motions and voting at executive meetings
15. Record keeping
16. Implementation and belaying of motions
F. Privacy Policy


This organization shall be a non-profit entity and shall be known as “The Eastern Ontario Natural-History Society”, also known as the "Ottawa Paleontological Society" or “Société Paléontologique d’Ottawa,” hereinafter be known as “EONS” or “SPO.”

  • The Constitution section of the “Constitution and Bylaws of EONS/SPO” will hereinafter be known as “The Constitution.”
  • The Bylaws section of the “Constitution and Bylaws of EONS/SPO” will hereinafter be known as “The Bylaws.”
  • “Club” is intended to be synonymous with “society” and "society" refers to The Eastern Ontario Natural-History Society regardless of whether it is capitalised or not.
  • "Voting" is considered to apply to "a motion", and "motions" are considered synonymous with "decisions" and require a vote. When not otherwise stated, procedures for motions and voting are to follow those defined in section 14 of the rules of order.
  • "Members of the executive" are considered to be society members who have been elected to the executive and whose term has not expired.
  • 'In writing' or 'written' refers to any fixed medium of communication (including e-mail or SMS communications) which can be stored and shown to a third party at a later date."
  • To encourage and further the interest on paleontology among its members.
  • To promote the study of paleontology, other earth sciences and sciences in general.
  • To promote the conservation of, access to, and exploration of important paleontological and geological occurrences.
A. Obligations of executive members
  • 1.1 The executive is to ensure that the constitution and rules of order are followed.
  • 1.2 The executive is also to ensure that any motions successfully passed (i.e. those receiving a three-quarters majority vote and not being challenged within three days of distribution of the minutes to the society's members opting to be on the executive e-mail list) are fully implemented, either through implementing the motions themselves or delegating their implementation to a society member.
  • 1.3 To facilitate the retention of information, executive members are to share with other members of the executive copies of mailing lists, membership lists, possible speakers lists, possible field trip locations, complete lists of deposits/withdrawals/transfers from the bank account, and a complete backup of the website.
  • 1.4 The society may affiliate or de-affiliate with any organizations with similar interests and goals provided such motion pass at an AGM. Notice of intent to table such a vote must be included in the society’s information package and be sent to all members along with notification of the AGM.
    • 1.4.1 So long as the society remains a member of the 'Central Canadian Federation of Mineralogical Societies', the executive is to send a representative to the CCFMS annual general meeting and ensure all dues are paid. If sending a representative is not possible, then a vote by proxy will be arranged. The documents for the CCFMS’ AGM will be shared with the rest of the Executive. A similar approach will be taken if an extraordinary general meeting is called. The representative is to be decided by motion at an executive meeting.
  • 1.5 The final disposition of any fossils or displays given to the society requires both a three-quarters vote of society members in attendance and a consensus decision by the society's sitting executive. All rules of order include those for belaying of motions apply to such a vote.
  • 1.6 Specific Duties of EONS/SPO’s officers:
  1. President
    1. Preside over all EONS/SPO meetings.
    2. Organize committees as necessary to carry out the society’s business.
    3. Ensure the Society’s Constitution and bylaws are followed.
    4. Ensure that the society's financial records are available to all executive members who wish to audit them.
  2. Vice-President
    1. Assist the President and organise meetings in his/her absence.
    2. Ensure the Society’s Constitution and bylaws are followed.
  3. General Secretary
    1. Assist the meeting secretaries in preparing and keeping minutes of meetings.
    2. Assist in maintaining records of society’s correspondence.
    3. Ensure minutes are successfully delivered to society's members via the executive e-mail list and via the AGM
    4. Keep a record of the club's executive email list and ensure it is accessible to other executive members.
  4. Treasurer
    1. Keep records of all receipts and expenditures.
    2. Keep accurate accounts of all financial transactions.
    3. Provide a report of EONS/SPO’s financial status at the AGM meeting.
    4. Coordinate payment of EONS/SPO’s annual dues to the Central Canadian Federation of Mineralogical Societies (CCFMS).
    5. Prepare an annual budget for presentation at the AGM.
    6. Prepare and submit all annual tax filings as required by law
  5. Other Directors
    1. Communications Director
      1. Maintain and manage the society’s website.
      2. Keep a record of the society’s email contact list.
      3. Keep a record of the society's executive email list
      4. Transfer an up-to-date back-up of the society's website to other members of the executive at least once per year.
      5. Maintain contact with the CCFMS.
    2. Field Trip Directors
      1. Prepare the schedule of field trips for the society and have the schedule recorded at least once per year.
      2. Maintain contact with other fossil collecting societys, aiming to share outings.
      3. The right to deal with any property owner on the society’s behalf to obtain permission to enter a collecting locale.
    3. Programming Directors
      1. Prepare the schedule of speakers and activities for the society and have the schedule recorded at least once per year.
      2. Assist in outreach to recruit new members and visitors to attend the speaker's series.
B. Executive
  • 2.1 Executive positions are to last a two year term, after which a call for nominees must be put out at the annual general meeting and elections for the position must be held.
  • 2.2 All society members may stand for election provided that they are at least 16 years of age, and elections from the floor or in absentia are welcome.
  • 2.3 If an executive member chooses to step down from their position, a vote can be taken to replace them with a new person at any subsequent executive meeting.
    • 2.3.1 However, if the executive appoints an interim replacement member, a call for nominees must be given out in the minutes, and the position must be ratified by the general membership at the first society meeting to take place after the motion appointing the interim executive member has come into effect. The ratified position will come up for re-election at the next annual general meeting regardless of how long the individual has held the position.
    • 2.3.2 A member of the executive can be replaced if a motion to remove them at an executive meeting succeeds, and then is ratified at a subsequent general meeting as described in 2.3.1.
  • 2.4 Only members with society executive positions are considered to be agents of the society when dealing with outside organisations, the press, and the public. However, new executive positions can be created as needs arise by using a three-quarters majority vote during an executive meeting.
  • 2.5 The roles of President, Vice-President, General Secretary, and Treasurer must be filled at all elections. Other directors as listed may be filled by one or more individuals or combined with other positions as needed.
C. Membership
  • 3.1 Society membership (and attendant voting privileges) is open to all individuals. All individuals who have expressed an interest in society membership and who have submitted their names and contact information to the society for this purpose are to be deemed members of the society.
    • 3.1.1 Applications for EONS/SPO membership can be made in writing by completing a Membership Application Form (or signing an official membership roll) either in person, by e-mail, or via the society's website. Person(s) applying should provide their names and contact information.
  • 3.2 Members are expected to adhere to the society's official code of conduct. Membership privileges including access to parts of the society's website, access to field trips, access to meetings, and the privilege of being publicly associating with the society can be selectively revoked by subject to a three-quarter majority vote of the executive for up to two years without compensation. However, this may be done only in a situation where the member has violated the society's code of conduct.
    • 3.2.1 The censured member will retain their formal right to vote (or vote via a delegate) at meetings in which they would have otherwise been entitled to vote.
  • 3.3 Any executive member can revoke access to a particular field trip at any time if they deem the individual to have inadequate safety gear, be too young for the site in question, behave unsafely, or have failed to pay dues to help cover insurance costs.
    • 3.3.1 Such a decision is considered final for the duration of the trip and cannot be overruled by other members or executive members.
D. The rules regulating the conducting of society finances.
  • 4.1 All expenses are to be approved via motions during an executive meeting and included in the minutes. Such motions must include a rough estimate of the maximum amount money being authorised for the expenditure.
  • 4.2 Members are entitled to know about the society's expenses and income. However the exact balance of the society's bank account will be censored from the written minutes for security reasons.
  • 4.3 Each time the society's cumulative expenses (since last reported to members) totals $600 a breakdown of the expenses will be offered to society members.
  • 4.4 In the case of a discrepancy in society finances, the society's financial officer for that term will be responsible for the difference.
  • 4.5 Upon dissolution of the society any remaining funds will be divided between a fund to support the legacy upkeep of the society's website and the 'La collection François Habets – trilobites de l’Ordovicien de l’Ontario et du Québec'.
  • 4.6 Membership dues:
    • 4.6.1 Membership dues are not required to attend society meetings, but are required to attend field trips.
    • 4.6.2 Membership dues are payable each year as of April 1st and rates will be displayed on the society's website.
    • 4.6.3. Payments could be in cash or cheque (cheques are preferred) which could be given to any Executive member in trust to be delivered to the treasurer. A receipt is to be provided to the individual paying their dues. Any discrepancy will be paid for by the executive member who first takes the cheque into custody.
    • 4.6.4. A receipt acknowledging payment will be sent by email and a membership card will be presented at the first opportunity.
  • 4.7 The fiscal year will start on April 1st and end on March 31st of the following year.
E. Rules of order and procedures

Short summary:  All society members have a right to vote at general meetings or transfer a motion from an executive meeting to a general meeting - however, only members of the executive can vote for or against a motion at an executive meeting. Decisions are made by a three quarters majority vote (motions require support of >75% of those in attendance). Minutes are then to be distributed to all members (who haven't opted out of receiving the minutes) and a member may object to any decision (in the first three days after the minutes are distributed to them) thus causing the decision to be delayed until the next meeting (thus giving the objecting member a chance to argue their point and recruit support). This summary should be sufficient in most circumstances, especially if people continue to behave in a consensus oriented, respectful, and supportive manner - however, in cases of ambiguities familiarity with the full set of rules should also be encouraged. Most of the rules of order only apply if there is disagreement.

If there is consensus then the rules of order are very simple to follow:
  1. Elect a secretary for writing down the minutes
  2. Confirm the exact wording of a motion with the person proposing it
  3. Record the wording of the motion and the outcome vote (i.e. passed unanimously) in the minutes
  4. Publish the minutes to members and wait three days for the motions to come into effect.
Note: The preceding summary is meant to orient and increase the accessibility of the following rules, but is not considered authoritative.

10) Availability and processes of revision for the bylaws and rules of order:
  • 10.1. The following sections authoritatively constitute current bylaws and rules of order for the society.
    • 10.1.1 They are to be interpreted as a whole with each section applying to the conduct described in the other sections.
  • 10.2. A copy of the bylaws and rules of order for the society is to be made available at all executive meetings. Furthermore, the bylaws and rules of order for executive meetings are to be provided to all society members upon renewing their memberships, or alternatively, be distributed once per year to the entire membership.
    • 10.2.1 An "executive e-mail list" will be kept for distributing information regarding the time and location of executive meetings, as well as for distributing minutes from executive meetings. This list will act as a means of distributing information needed to follow the activities of the executive and to propose motions. It will not be used for discussions (aside from any discussions included in or appended to the minutes).
    • 10.2.2 All members will be asked if they would like to join the executive e-mail list. No impediment shall be made to members joining the executive e-mail list. A member who initially opted out of the executive e-mail list but who later requests to be added to it will be added immediately to the executive e-mail list.
    • 10.2.3 Any member may decline to be notified about executive meetings. For this to be valid they must indicate that they do not want to receive notifications in writing or on their initial membership form.
  • 10.3.1 Amendments to the bylaws, constitution, or code of conduct must be made by a motion at a general meeting conducted using the existing by-laws, and will not come into effect until three months after publication of the minutes. Until this period is expired, the old rules will remain in effect.
    • 10.3.2 Only those members who can demonstrate three or more years of consecutive membership in the society will be considered to have a valid vote for the purpose of amendments to the bylaws and the constitution. In all other respects voting will proceed as described in section 14 of the by-laws and rules of order. If the society has existed for less than three years then the vote will be restricted to individuals who were members at the time of the founding of the society.
11) Executive meetings versus general meetings:
  • 11.1 All decision-making meetings of the executive are considered executive meetings.
    • 11.1.1 Executive meetings must take place at least once per year.
    • 11.1.2 The time and place of executive meetings other than the annual general meeting is to be set by a consensus decision of the sitting executive.
    • 11.1.3 Excepting meetings called under 11.1.4, at least seven days notice will be given to those on the society's executive e-mail list in order to allow them to attend executive meetings if they wish.
    • 11.1.4 An executive meeting can be held without the advanced notification requirement (in 11.1.3) if the following criteria are met: There is a written consensus among the executive to waive the requirement for advanced notification. A fixed agenda, include all proposed motions, is prepared. No additions, amendments, or changes to either the agenda or to the motions are made during the meeting itself.
  • 11.2 For the purpose of the rules of order, general meetings are identical to executive meetings in all respects, except that voting privileges extend to all club members, rather than just to the executive. All other rules applying to executive meetings apply to general meetings.
  • 11.3 Executive meetings must include an annual general meeting. Unlike executive meetings and general meetings, notification of the time and location of the annual general meeting is to be posted to all members via the society's e-mail lists (or phone if previously requested as a primary means of contact) at least thirty days before the meeting.
  • 11.4 Additionally, if any five society members agree that it is necessary, they can call an emergency general meeting at the beginning of any formal society meeting.
  • 11.5 The ending of any meeting requires a simple majority vote (50% + 1) of those in attendance.
12) Roles and conduct during executive meetings:
  • 12.1 A minimum of one secretary for the purpose of keeping minutes will be elected at the start of each meeting. This may be the society's general secretary or another individual who is in attendance.
  • 12.2 Additionally, a facilitator will be elected at the start of each meeting; their job is to ensure everyone present is heard, given adequate room to speak, and that the rules of order are followed.
  • 12.3 Anyone attending a meeting has a right to speak and be heard.
    • 12.3.1 Everyone is to speak on each subject (at least stating that they "have nothing to add"); if more than ten people are in attendance a hand gesture can be proposed to increase the ease of individuals communicating that they have nothing to add.
    • 12.3.2 Efforts are to be made to ensure new people and shy people are encouraged to speak first. The objective is that every position is heard, deeply considered and responded to directly with a reasoned reply, by at least one member. In spirit, the organisation should represent and be supported by everyone's viewpoint at the close of each meeting. However, when this is not possible, open disagreement should still be encouraged.
  • 12.4 If any person objects to the conduct of the meeting secretary or facilitator, the position in question will automatically be rotated at the next meeting -
    • 12.4.1 The person objecting has first right to nominate a replacement, if they so choose (subject to the candidate winning a three-quarters majority vote of confidence from those in attendance).
    • 12.4.2 The last meeting secretary or facilitator cannot be re-elected at the first meeting after they are dismissed, but they can be re-elected at meetings subsequent to that.
    • 12.4.3 If necessary, a motion can be made enabling more than one secretary to be active at a given time, keeping and distributing parallel sets of minutes. However, only one facilitator may be elected at a given meeting.
13) Membership categories, privileges and voting rights:
  • 13.1 All individuals who have expressed an interest in society membership and who have submitted their names and contact information to the society for this purpose are to be deemed members of the society.
    • 13.1.1 Only members who have paid their annual dues are considered to be 'field members' in good standing. Only 'field members' may participate in club field trips or CCFMS sponsored activities, and are considered the only official members for these purposes.
  • 13.2.1 Voting rights at executive meetings are restricted to executive members.
  • 13.2.2 All members have a right to vote at general meetings and annual general meetings.
    • All individuals (including minors and multiple individuals party to a 'family membership') have an equal vote and are treated as separate individuals for the purposes of voting.
    • All members have a right to vote at general meetings regardless of whether their membership dues are up-to-date or lapsed.
  • 13.3 Individuals with voting rights have a right to delegate a representative to vote for them at a given meeting (assuming the individuals have shown up to a previous meeting in person at least once - and contact, by writing or e-mail, at least two people in executive positions prior to the particular meeting to alert them who the representative is).
    • 13.3.1 A representative can vote on behalf of only one person in addition to themselves.
14) Motions and voting at meetings:
  • 14.1 All participants who are eligible to vote are to be given a chance to propose a motion, and any member can put forward a motion to be voted upon during the meeting. Motions from the floor are welcome.
  • 14.2 Once a motion is proposed, it is to be written down and read back to the person proposing it; others may suggest modifications, but the person proposing a motion has final say regarding the wording of the motion and the wording is considered fixed once the vote takes place.
  • 14.3 Motions will be considered passed if the motion achieves at least a three-quarters (75%) majority support from those eligible voters who are in attendance.
    • 14.3.1 If a motion receives exactly three-quarters majority support but no more it will be considered to have succeeded.
    • 14.3.2 For speed a vote may be taken by show of hands; however the vote will be conducted by secret ballot if any member requests it. If a ballot is used any member in attendance may inspect the ballots.
    • 14.3.3 The rules in this paragraph apply to all votes conducted by the society (with the only exceptions being decisions explicitly requiring consensus and the lower threshold required to end an executive meeting).
  • 14.4 If there is insufficient time to address every motion during the meeting a vote may be held to prioritise the order in which motions are addressed.
    • 14.4.1 If the meeting ends before a motion can be brought to a vote, the individual making the motion may choose any future executive meeting to reintroduce the same motion and this motion will be discussed and voted upon prior to any other motions being addressed.
15) Record keeping:
  • 15.1 No formal meeting agenda is required (with the exception of meetings called under 11.1.4); however meeting minutes will be kept. These minutes will include a) all those in attendance b) any motions c) the outcomes of votes on any motions d) additional documents or comments submitted or requested to be submitted.
  • 15.2 Minutes from past meetings are to be available at meetings and are to be electronically distributed to the entire membership of the society, with the exception of society members who communicate in writing that they do not wish to receive the minutes or be on the society's executive e-mail list.
  • 15.3 The meeting secretary has the responsibility to append minutes with any open letters submitted by society members during the meeting or in the period prior to the meeting (exclude only those letters which are meant by the writer of the letter to be kept private).
    • 15.3.1 These letters are to be appended without editing, with the exception of letters containing profanity or containing attacks on a specific individual, in which case the offensive passages may be selectively censored; however, any content referring simply to the positions held/taken by an individual cannot be censored.
    • 15.3.2 However, the secretary or executive members may add comments after each letter.
16) Implementation and belaying of motions:
  • 16.1 Decisions come into effect three days after the minutes are published to the society's membership via e-mail (e.g. four days after the meeting).
    • 16.1.1 The executive member responsible for the society's executive e-mail list will ensure that the secretary for any meeting is able to distribute the minutes to the society's members. Note: This belaying system replaces the need for formal meeting "agendas" or ratification of minutes.
  • 16.2 Any member objecting to a measure in the minutes will have the right to postpone the decision until the following general meeting (this is done through contacting any member of the executive within the specific time limit - i.e. three days after the meeting).
    • 16.2.1 The follow-up general meeting must take place within one month of the motion's first introduction.
    • 16.2.2 The executive and general secretary are to allow the objecting member to call a general meeting at a time and location of their choosing, and will ensure that a message written by the objecting member notifying other members about this general meeting is distributed to all members.
    • 16.2.3 The outcome of the second meeting can also be objected to using the 16.2  (thus belaying the motion a second time). If this takes place then a third meeting will be organised following the rules described in 16.2. However, one month after the date of the second meeting (i.e. the first follow-up meeting) whichever vote has had the highest number of society members in attendance will be considered to be the definitive vote on this issue. Exactly one month after the second meeting the outcome of the definitive vote will be come into effect immediately.
F. Privacy Policy
  • 5. It is EONS/SPO’s responsibility to maintain and keep any membership information or personal data confidential, unless express consent to divulge such information has been previously granted by said member.
    • 5.1 Operating information:
      • 5.1.1 - Internally, operating information will be made available to all members of the society's executive to ensure continuity and redundancy.
      • 5.1.2 - The society will retain the submitted names and contact information of society members, along with information regarding their membership type (individual, student, family) and membership term.
      • 5.1.3 - Participation in meetings of the society's executive (including the annual general meeting) may lead to the open publication of full names or initials as part of the society's minutes and associated with the roll-call, motions, comments or letters submitted.
      • 5.1.4 - Documents or letters submitted to the society's executive, executive meetings must be explicitly marked as private by the sender (in both the title of the e-mail/document file name and the body of the document); otherwise it will be assumed that they are to be appended to the meeting minutes and distributed.
      • 5.1.5 No personal information will be collected that is not required for the society’s operation or the requirements of the CCFMS (i.e. the Central Canadian Federation of Mineralogical Societies) and its insurance company: The CCFMS will at no time publish or display any personal information on a website without the consent of the person(s) involved. Consent may consist of written, verbal, email consent or the appearance of such information on websites other than the CCFMS website or in newsletters sent to the CCFMS.
    • 5.2 Self-submitted information:
      • 5.2.1 Information, photographs, or other materials to the society's website of social media pages is the responsibility of the member making the submission. The act of submitting the information is considered to indicate responsibility of the submitter for the publication and display of the information.
      • 5.2.2 The submitter will take responsibility to ensure that any material or photographs uploaded to the website is done with consideration to the wishes of any individuals involved, and will obtain their permission.
    • 5.3 Accessing and removing information:
      • 5.3.1 Any individual may request in writing what information the society is maintaining about them. If a request is made by a person to remove his/her personal information the society's operating information, the society's executive will ensure that the information is destroyed. The exception are official minutes from the society's executive meetings which will be kept unaltered excepted for the substitution of the participating individual's name with a pseudonym or initials of their choice.
      • 5.3.2 If an individual wishes to have content removed which they have submitted to the society's website or social media pages it is considered that they have some responsibility for assisting in identifying and deleting the content in question. Furthermore, website content may be retained in backups of the website and the society may encrypt backups rather than deleting the information if it is deemed expedient.