GAUTREAU FAMILIES ASSOCIATION INC.
Amended September 18, 2011
Article 1. Name.
The name of the corporation is ” GAUTREAU FAMILIES ASSOCIATION INC. “In the following regulations, the terms Corporation and Association refer to the Association of Gautreau Families Inc.
Article 2. Acronym.
The acronym is AFGO.
Article 3. Seal.
The seal is ” GAUTREAU FAMILIES ASSOCIATION INC. 1985 “
Article 4. Coat of Arms and Motto
Coat of Arms: A shield with three pine cones
Motto: With Valiant Heart
The old French shield is decorated on each side with pine branches loaded with cones.
On the ends of the crossed branches is the motto ”With Valiant Heart”.
The shape and the colors of the coat of arms evoke the provinces of Poitou and Aunis in France, fatherland of original Gautreau families of America.
The three pines that emphasize at the same time the name of Gaud, wood, small forest, and the number of founding families: the Acadian family of François, the Canadian family of Gilles and Jean, his brother, and the families of adopted sons. Lastly, the motto ”With Valiant Heart” pays homage to the quality recognized in our fathers.
Nota Bene: The Association of Gautreau Families adopted the Coat of Arms on April 28, 1985, in Sainte-Foy, at the time of the Annual General Meeting. Copyright from the Ministry for the Consumer and the Corporate Affairs of Canada No 345749, on August 28, 1985.
Article 5. General Provisions.
5.1 Headquarters. The head office of the Association shall be the National Archives, Casault Pavilion, Cité Universitaire, PO Box 6700, Sillery, QC, G1T 2W2.
5.2 The Board of Directors may change the location of the headquarters of the Association.
Article 6. Objects.
The objects for which the Corporation is incorporated are:
6.1 Organizes the Annual General Meeting; organizes socials or anniversaries or other events.
6.2 Groups descendants of ancestors François, Gilles and Jean and Louis and all who bear the name Gautreau or one of its variants.
6.3 Compiles a complete genealogy of our descendants.
6.4 Conducts research on the history of our families.
6.5 Prints, edits, publishes, distributes magazines, newspapers, journals, and more.
6.6 Social activities.
Article 7. Assets and Buildings.
The amount of assets or real property that the corporation may acquire and own is limited to $ 500,000.
Article 8. Members of the Association.
8.1 Categories of membership: regular, benefactor, life and honorary.
8.2.1 Regular Member: is a descendant of the ancestors of François, Gilles, Jean and Louis, or any other person named Gautreau or one of its variants having paid their annual dues.
8.2.2 Benefactor: Is a regular member who has paid his annual fee as determined by the Annual General Meeting.
8.2.3 Life Member: A regular member who has paid an amount determined by the Annual General Meeting.
8.2.4 Honorary Member: Applying for such status, a member must be recognized by a Board on its merits. This committee will recommend the member to the Board. The Board, after review, will present the member to the Annual General Meeting for approval. An honorary member shall be entitled to an appropriate certificate.
8.3 Suspension and Expulsion
The Board of Directors may, by resolution, cancel, suspend or expel a member of the Association who refuses or fails to comply with the provisions of these regulations, which is contrary to the interests of the Association or whose conduct is deemed detrimental to the Association.
The following is considered harmful conduct:
– A breach of regulations, obligations and responsibilities
– A moral or material prejudice caused to the Association
– Repeated criticism of the Association
– Making false or deceitful accusations of the Association
– Any other serious reason not covered by the present articles (theft, racism, etc.)
8.4 However, before imposing the suspension or expulsion of a member, the Board shall, by letter
a) advise the date and time of the hearing of his case
b) inform him of the reasons for which he is suspended or expulsed
c) give him the opportunity to be heard.
Article 9. Annual General Meeting.
9.1 The Annual General Meeting has the powers and responsibilities as stated in the Act.
It has a mandate to:
9.1.1 Identify the aims and objectives of the Association.
9.1.2 Adopt policies relevant to the goals and objectives of the Association.
9.1.3 Evaluate the achievements of the Association and receive the annual report of the Board and its Regional Councils.
9.1.4 Establish, from the draft submitted by the Board of Directors, the budget of the Association, to accept the financial statements and appoint the auditor.
9.1.5 Determine the annual membership fee to be levied from time to time and in the manner determined by the Board.
9.1.6 Elect the officers and other members of the Board of Directors from among the regular members. The Annual General Meeting may not elect members who are not physically present. It may in particular elect members who are presented by the regions or founding families.
9.1.7 Decide on any changes in the structures of the Association.
9.1.8 Adopt and amend the bylaws of the Association.
9.2 Composition. The Annual General Meeting consists of all Regular Members physically present, provided that all members have been invited.
9.3 Annual General Meeting notification. The Board of Directors shall convene the Annual General Meeting and shall determine the place, date, time and agenda at least thirty (30) days before the meeting
9.4 Quorum. Regular members physically present, claiming their right to vote shall constitute a quorum.
9.5 Special General Meeting. A Special General Meeting will be called:
9.5.1 At the request of the Board.
9.5.2 On an application made to the President of the Association signed by twenty-five (25) regular members or twenty percent (20%) of the total regular members. In this case, the Board shall call a Special General Meeting within fifteen (15) days of receipt of the request. The Special General Meeting must be held within thirty (30) to sixty (60) days after the date of dispatch of the notice of the members. At a Special General Meeting, the agenda cannot be changed unless there is unanimous consent of the regular members physically present.
Vote 9.6. All regular members physically present are entitled to vote. Voting is by show of hands unless a regular member requests a secret vote. However, the election of officers, of other members of the Board of Directors and resolutions relating to disciplinary measures are by secret ballot. A simple majority of votes is sufficient. The Chairman may vote on all proposals. In case of a tie the Chairman has a deciding vote.
9.7 Observer. The Annual General Meeting must approve the presence of observers.
Article 10. Board of Directors.
10.1 Composition. The Board of Directors is composed of the President, the Vice President, the Secretary, the Treasurer, the Archivist and three Directors. All have voting rights and manage the business of the Association.
10.2 Duties of the Board of Directors. The Board of Directors is elected to administer the affairs of the Association. Without limiting the scope of the general powers conferred upon it, the Board also holds the following powers:
10.2.1 It performs all the steps necessary to achieve the goals by the Association in accordance with the law and the bylaws, adopts new regulations or changes, if any, and adopt resolutions that are required to achieve the goals of the Association.
10.2.2 It makes decisions regarding the hiring of employees, purchases and expenses that it authorizes, contracts and obligations which it can undertake.
10.2.3 It ensures that the rules of the Annual General Meeting and Board of Directors are respected and that resolutions are implemented and executed.
10.3 President. The President is the principal officer in charge of the Association. He shall preside at all meetings of the Board of Directors, the Executive Committee and the Annual General Meeting. He ensures the implementation of decisions of the Board of Directors and the Executive Committee, signs all documents requiring his signature, performs all the duties pertaining to his office, and he exercises all the powers as may from time to time be assigned to him by the Board. He is an ex-officio member of all committees with voting rights.
10.04 Honorary President. The Past President of the Association will automatically become an Honorary Member of the Board for one year, without voting rights.
10.5 Vice-President. Assumes the role of the President in his absence or inability to meet his responsibilities.
10.6 Secretary. Shall attend all meetings of the Board of Directors and Executive Committee, shall take and maintain the minutes. Shall perform other duties assigned by the regulations of the Association or by the Board of Directors. He has custody of the seal of the Association, the minute book, and all other corporate records.
10.7 Treasurer. He has the care and custody of the funds of the Association and its financial records. He maintains an accurate statement of assets, liabilities, receipts and disbursements of the Association in a book or books suitable for this purpose. He deposits in a financial institution determined by the Board, the funds of the Association. He shall countersign checks issued by the Association. He maintains a list of members.
10.8 Archivist. He collects all relevant documents, video, dvd, cd, photos, newspaper articles, correspondence, books, dictionaries etc. that constitute the archives of the Association, sees to their classification and conservation in a safe place.
10.9 Meetings and quorum. The Board meets at least four (4) times a year, at the request of the President or four (4) members of the Board of Directors. The Directors present shall constitute a quorum.
10.10 Voting. All motions submitted shall be decided by a simple majority vote. If voting is permitted by correspondence by the Annual General Meeting in specific cases, it will be decisive. Therefore, if a proposal is rejected as a result of voting by correspondence, the Secretary shall notify all Directors of the rejection of the proposal.
10.11 A Director prevented from attending a meeting of the Board of Directors because of distance or being unable to attend, shall forward to the Board a written report of the activities of the group he represents.
10.12 Vacancy. Any vacancy on the Board of Directors may be filled for the balance of the term, by resolution for a member whose office is vacant any reason whatsoever. In the case of a vacancy for office of President or Vice-President, it shall be filled by a Director elected by the Annual General Meeting.
Article 11. Executive Committee.
11.1 Composition and Responsibilities. Between meetings of the Board of Directors, the Executive Committee, consisting of the President, the Vice President, the Secretary, the Treasurer and the Archivist has all the powers of the Board of Directors, except for filling vacancies.
11.2 Meeting and quorum. Convened by the President, the Executive Committee shall meet as often as necessary for the proper functioning of the Association. Quorum is four (4) members.
11.3 The Board of Directors at a regular meeting will fill any vacancy on the Executive Committee.
Article 12. Election procedure.
12.1 Eligibility. Any Regular Member or Honorary Member may be a candidate for the office of member of the Board.
12.2 The nomination is made at the Annual General Meeting. Each nomination must be moved and seconded.
12.3 The term of a Director is for a one year term and may be renewed from year to year.
12.4 If the Past President does not accept a position of Director if proposed and elected, he becomes the President ex-officio for a period of one year.
12.5 The Annual General Meeting shall appoint an election committee composed of an Election Chairperson, a Secretary and two Scruteneers to run and monitor the election process.
The committee proceeds by secret ballot or show of hands if the Annual General Meetings decides unanimously, to the election of the President, the Vice President, the Secretary, the Treasurer and the Archivist and three other Directors. (SEE: article 10.1).
Article 13. Banking.
Persons designated by Board resolution shall sign bank accounts opened on behalf of the Association.
Article 14. Fiscal year.
The fiscal year of the Association shall end on December 31 of each year.
Article 15. Notice.
15.1 Members of the Board of Directors are not paid. However, they can get reimbursed for all legitimate expenses incurred by them in the performance of their duties on presentation of supporting documents, once a resolution to that effect is passed by the Board of Directors.
15.2 Any amendment to the letters patent may be adopted by two-thirds majority of the Annual General Meeting and subject to the approval of the Department of Financial Institutions, Companies and Cooperatives.
15.3 Any amendment or repeal of these bylaws shall be adopted by a two-thirds majority of the Annual General Meeting. If the amendment contradicts or is inconsistent with the Letters Patent, it shall not enter into force until the approval by the Inspector General of Financial Institutions of the required changes to the patent.
15.4 Any amendment to these bylaws shall be effective only if it complies with the letters patent.
Article16. Regional Council Regulations.
Regional Council: The meeting of Association members in a region. Regional Annual Meeting: The Annual Meeting of members in a Regional Council.
Regional Council: The Board of Directors of the Regional Council.
Officers: Members of the Executive Committee of the Regional Council.
Directors: Elected Directors of the Regional Council.
16.1.2 The creation of Regional Councils. The Association encourages the creation of Regional Councils and recognizes their status.
16.1.3 Creation and composition. A Regional Council is created with the approval of the Association. All members of the Association in good standing residing in the region can be a member of a Regional Council
16.1.4 Rights and obligations of a Regional Council. The Regional Council determines its guidelines and objectives consistent with the purposes of the Association. It creates specific activities for the region. The Association recognizes that the Regional Council has the right to accumulate funds up to a maximum of $10,000.00 and to take initiatives to create this fund. The Regional Council presents its budget, its financial statement and the inventory of his possessions to the Association by March 1st.
16.2 The Annual Regional Council Meeting.
16.2.1 Convocation. The Regional Council convenes the Annual Regional Council Meeting at least thirty (30) days prior to the Annual General Meeting of the Association. It determines the location, date, time, purpose and agenda at least ten (10) days before the Annual Regional Council Meeting.
16.2.2 Quorum. Regular members physically present, claiming their right to vote shall constitute a quorum for the meeting.
Vote 16.2.3. All regular members physically present are entitled to vote. Voting is by show of hands unless a majority decides otherwise. The simple majority is sufficient.
16.2.4 Election of Regional Council. The Annual Regional Council Meeting elects the Regional Council members. Officers and elected Directors assign themselves responsibilities.
16.3 The Regional Council.
16.3.1 Composition. The Regional Council is composed of an Executive Committee, consisting of a President, a Vice President, a secretary, a Treasurer and at least three Directors.
16.3.2 Rights and Responsibilities of the Regional Council. The Regional Council takes the necessary decisions in pursuit of its objectives, in accordance with the purposes of the Association. It approves the expenses of the Regional Council. By resolution it authorizes three members to sign cheques and pay expenses and make deposits for and on behalf of the Regional Council. Once a year, prior to March 1, the Regional Council provides its financial statement for the previous year, its budget for the current year, the inventory of its supplies and property as well as supplies on loan from the Association remaining on loan to the Regional Council.
16.3.3 Meetings and Quorum. The Regional Council shall meet at least two (2) times per year, at the request of the President or two (2) members of the Board. The notice of meeting shall be made by any means of communication at least three (3) days before the meeting. Board members present constitute a quorum.
16.3.4 Voting. All decisions are taken by a show of hands and a simple majority.
In case of a tie, the matter is deferred for further study.
16.4 The Executive Committee.
16.4.1 The Executive Committee of the Regional Council is composed of four officers: a President, a Vice President, a Secretary and a Treasurer.
16.4.2 The President. Chairs the meetings of the Council, the Board, the Executive Committee and activities. He maintains order in the proceedings of the meeting, but he does not vote. He countersign official documents such as the secretary’s minutes, etc. after adoption by the Council. He countersigns cheques or other documents for and on behalf of the Regional Council: the financial statement, the annual budget, the inventory supplied by the Treasurer after adoption by the Regional Council or the Annual Regional Council Meeting.
16.4.3 The Vice President. He assists the President in his functions. He replaces the latter if absent in the exercise of his functions. In case of resignation of the President, the Vice President becomes the President and carries out his responsibilities.
16.4.4 The Secretary. The Secretary keeps the minutes of Board meetings and Regional Meetings and publishes them once they have been approved by the Board or the Regional Annual Meeting and has obtained the required signatures of the President and the Secretary. He keeps an updated list of members of the Regional Council and its Board. At the request of the President or two (2) members of the Regional Council, he convenes meetings. He receives and processes the correspondence of the Board and the Regional Council. He takes attendance at meetings of the Board and of the Regional Council.
16.4.5 The Treasurer. He keeps financial records of the Board and the Regional Council. Upon request, he shall report to the Regional Council. He is responsible for all banking and pays all expenses by cheque upon presentation of appropriate documents (invoices, receipts, expense accounts, etc.). All cheques must be signed by two (2) of three (3) persons authorized for that purpose by resolution of the Regional Council, the President, the Treasurer and or an other Board member. The Regional Council must approve all disbursements of $ 200.00 or more. Once a year, he presents to the Regional Council Meeting the financial statement approved by two auditors appointed by the Regional Council, budgeting and asset inventory of the Regional Council and of the inventory on loan from the Association. Finally, he shall submit to the Association by March 1, the financial statement, the budget and asset inventory of the Regional Council and of the Association on loan to the Regional Council, after approval by the Regional Annual Meeting.
16.4.6 Directors. Directors participate in discussion and vote at meetings of the Regional Council. In addition, they are called upon to complete specific tasks in implementing the activities of the Regional Council.
16.4.7 Compensation. The Regional Council members are not paid. However, they can by reimbursed for all legitimate expenses incurred by them in the performance of their duties on presentation of supporting document if Regional Council adopts a resolution to that effect.
In this by-law and all other by-laws of the Corporation, words importing the masculine gender shall include the feminine gender.