Constitution and Bylaws of the Newfoundland Pony Society
1. Name of the Corporation
1.1 The name of the Corporation shall be “The Newfoundland Pony Society” and will thereafter be referred to as the Society.
2.0 The objects of the Corporation shall be the objects as listed in the Memorandum of Association filed at the Registry of Companies upon incorporation on May 19, 1981 as follows:
a) The protection and preservation of the pony native to the Island of Newfoundland;
b) Identification and selection of breeding stock;
c) Inspection and appraisal of colts;
d) Encourage registration of qualified stock and foals;
e) Supply advisory assistance to breeders;
f) Promote interest in the Pony and emphasize its value;
g) Propose standards which conform to the pony in its established form and not to change these standards to conform with other ideals which do not relate to the established pony;
h) To affiliate, when suitable, with other organizations having similar objectives;
i) Promote membership in the Society
j) To borrow or raise money on such terms and to such an extent as to the directors of the Association may seem expedient, and in particular, by the issue of bills of sale, mortgages, debentures and debentures stock, perpetual or otherwise charged upon the whole or any part of the Association’s undertaking, upon such terms as the directors for the time being may think fit to redeem, purchase or pay-off any such securities;
k) To make, draw, accept, endorse, discount, execute, issue and negotiate bills of exchange, promissory notes, mortgages, debentures, bills of lading, warrants and other negotiable or transferable instruments of securities;
l) To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association;
m) To take such steps by personal or written appeals, public meetings, or otherwise as from time to time deemed expedient for the purpose of procuring contributions to the funds of the Association in the form of donations, annual subscriptions or otherwise generally to raise money in such manner as the director may see fit for the purposes of the Association;
n) If authorized by special resolution, subscribe to or become a member of any other Society or Association whether incorporated or not whose objects are in whole or in part similar to its own objects and which Society or Association shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed upon the Association under or by virtue of Clause 4 hereof;
o) To print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects;
p) To improve, manage, develop, exchange, sell, lease or otherwise dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association;
q) To own and operate book stands and gift shops for the display and sale of
(i) The Association’s publications, (ii) handicrafts, (iii) publications and other items of whatsoever kind;
r) To do all other lawful things as are incidental to or conducive to the attainment of the above objects, and it is hereby declared that in the interpretation of this clause the meaning of any of the Association’s objects shall not be restricted by reference to any other objects, and that in the event of any ambiguity, this clause shall be construed in such a way as to widen and not to restrict the powers of the Association.
And as further described hereinafter pursuant to paragraph ‘r’ of the Memorandum.
2.1 To protect and preserve the Newfoundland Pony.
2.2 To identify, select and care for breeding stock.
2.3 To provide assistance, as possible, to sanctuaries and recognized groups which help preserve the Newfoundland Pony.
2.4 To inspect and appraise colts.
2.5 To maintain a registry and encourage registration of qualified stock and foals.
2.6 To supply advisory assistance to breeders and owners.
2.7 To promote interest in the pony and emphasize its value.
2.8 To help, as possible, find adoptive and/or foster homes for displaced or otherwise needy ponies.
2.9 To propose standards which conform to the pony in its established form and not change these standards to conform with other ideals which do not relate to the established pony.
2.10 To serve as the society designated by the Newfoundland Pony Designation Order, 2012 (Newfoundland and Labrador Regulation 39/12) under the Animal Health and Protection Act SNL2010 Chapter A-9.1 and to fulfill the objects and duties set forth in Sections 51 and 52 of the said Act.
2.11 To affiliate, when suitable, with other organizations that have similar or complementary objectives.
2.12 To promote membership in the Society and the Society itself.
2.13 To publish newsletters, circulars and other promotional or informational materials that further the objectives of the Society.
2.14 To otherwise promote the interests of the Society and the Newfoundland Pony in ways agreeable to the membership.
PROVIDED THAT THE CORPORATION
A) Shall not undertake any activities that would result in the revocation of the registration as a charity or as a public foundation for purposes of the Income Tax Act (Canada) .
B) Shall not permit its directors, trustees, officers or employees to be comprised so that a majority of the same are related or do not deal at arms length.
C) Shall not make non-qualified investment as defined by Section 149 of the Income Tax Act (Canada) .
By-Laws of The Newfoundland Pony Society
1.1 a. Any person or corporation is eligible for membership in the Society subject to the approval of the Society’s Executive Council. Upon applying, the person or corporation will be assessed a membership fee as established under subsection (b);
1.1 b. Membership in the Society is for the calendar year (January 1st – December 31st) in which the application is made, provided that applicants whose applications are made October 1st or thereafter in a calendar year shall, upon approval, be deemed to be members in good standing for the remainder of that calendar year and the following calendar year. The yearly membership fees shall be determined or amended at any General Meeting of the Society and will be published in the Society’s newsletter.
1.2 Membership may be in one of the following forms:
1.2 a. “Full member” being an adult resident of Canada who has paid the appropriate membership fee. Full members only shall have the right to vote and hold office. All references to “members” in this Constitution shall refer to “full members” only unless otherwise stated. At the discretion of the Executive Council or vote of the Society, a non-resident of Canada may be granted full membership rights.
The “Full member” membership includes the following types:
“Single Adult” – person over the age of 18 years.
“Family” – reduced fee offering for two adults living in the same household. Each adult has the right to vote and hold office.
1.2 b. “Supporting member” being any person or group who wishes to join the Society for the purposes of supporting its activities and receiving its newsletters but does not wish to be involved in the actual workings of the Society. A supporting member does not have voting privileges and cannot hold office;
The “Supporting member” membership includes the following types:
“Single Adult” – person over the age of 18 years.
“Jumior Member – person under the age of 18 years
Corporate Member – a not-for-profit or for-profit corporation
“Family/Group” – reduced fee offering for a family living in the same household or recognized groups such as a Girl Guide troop, school group, 4H club, etc.
1.2 c. “Honorary member” being someone who is acknowledged by the Executive of the Society and/or the membership as having contributed significantly towards the objectives of the Society and for which work special recognition is worthy. Such designation may be either for a single year or any length of time established by the Council or membership. There is no membership fee for an Honorary Member, an Honorary Member does not have voting privileges and cannot hold office unless so designated by the Council or the Society;
1.3 Membership, and those rights and privileges inherent in membership, are not transferable in any form.
1.4 The Council of the Society may suspend and/or remove or refuse membership to anyone for failing to observe the Constitution of the Society or for other conduct that is considered by the Council to be derogatory to the character, or prejudiced to the interests of the Society. Such a decision to terminate or refuse membership shall be done by a resolution passed by at least a two-thirds majority of the Council. Such a resolution shall be sent at least fourteen days in advance to the member in question who shall be thereby entitled to respond to the concerns expressed in the resolution.
2.1 The generalized list of standards that conform to the breed shall be met before a pony can be listed as a Newfoundland Pony. These standards are as follows:
1. Demonstrates and/or documents ancestry to the Newfoundland Pony, acceptable to the Society;
2. Has a good temperament, is docile and easy to work with;
3. Is a good winter animal, being all around hardy;
4. Is sure-footed;
5. Has a structure that can vary from fine-boned types to larger stocky types;
6. Has a height that can vary from 11.0 to 14.2 hands;
7. Has a coat colour of bay, black, brown, chestnut, dun, grey, roan and white. Piebalds and skewbalds (pintos) are not acceptable;
8. Has a heavy coat which sometimes changes colour and character seasonally;
9. Has a thick mane and tail;
10. Has a low set of tail;
11. Has feathered fetlocks with hair extending below fetlock points;
12. Has flint hard hooves;
13. Typically, has dark limb points. White or light colour on limbs is acceptable.
14. Is free of defects which might endanger the ability to live a normal, healthy life.
2.2 These standards may vary in the event that a more detailed survey of the breed carried out at a later date shows evidence of any discrepancy.
2.3 All ponies listed should meet conformation requirements as set down or as added or amended at a later date. Foundation stock (i.e. entered in the Open Stud Book) must demonstrate and/or document ancestry to the Newfoundland Pony, acceptable to the Society.
2.4 The stud book will be open for a number of years for initial listings of stock meeting the Society’s requirements.
2.5 The progeny of the above foundation stock shall be registerable, but colts shall be subject to inspection by the Society before their third year to ensure they meet the requirements.
2.6 All colts over 2 years of age to be listed in the Open Stud Book for breeding must be inspected by the Society to ensure they meet the requirements.
2.7 After closure of the Stud Book, the registration of progeny of registered stock shall require a statement from the breeder that the animal is free of any evident defect.
2.8 After closure of the Stud Book to all animals except progeny of registered stock, any unregistered animal, before being granted registration, shall be inspected for conformation and other characteristics and be certified free of serious congenital defect. This inspection shall be undertaken by two (2) members appointed by the Council and a veterinarian licensed by the Newfoundland and Labrador Veterinary Licensing Board.
2.9 After closure of the Stud Book, colts which are progeny of registered stock and stock to be registered for breeding purposes, shall be examined between the ages of two (2) and three (3) years and be certified free of known hereditary defects by a veterinarian licensed by the Newfoundland and Labrador Veterinary Licensing Board.
2.10 Any animal found with congenital or hereditary defects may have its registration revoked or refused.
2.11 The Society may establish a Veterinary Committee to advise on matters relating to the general health and welfare of registered stock.
2.12 Standard for classes to be shown at shows is to be decided by the Council.
2.13 The Registrar is to be notified of any transfer of ownership within 60 days of the change. The notification and the payment of the associated Transfer Fee are the responsibility of the seller or, in the case of a gift, the person giving the pony.
2.14 Registration fees and their categories shall be determined by the Council and are subject to change at the discretion of the Council.
3. Executive Officers and Executive Council
3.1 The Society may have from a minimum of 5 to a maximum of 10 Executive Officers (hereinafter referred to as Officers): a President, Vice President, Past President, Secretary, Membership Secretary, Treasurer, Registrar, and three Members at Large.
3.2 An Executive Committee (hereinafter referred to as the Committee) shall be made up of the Officers.
3.3 The annual term of office for Council members shall coincide with the fiscal and membership year (i.e. begin Jan. 1 and end on Dec. 31).
3.4 For greater certainty and to avoid possible confusion it is acknowledged that the terms “director(s)”, “executive council”, “executive councilor(s)”, “council” and “executive” are used interchangeably in this Constitution and shall all be deemed to have the same meaning.
4. Election of Officers
4.1 Election of the Executive Council shall be conducted by way of regular or electronic mail in secret ballot by an Election Chair to be appointed by the Executive Council. Voting by proxy is not permitted.
4.2 Following the transition set out in Article 4.4 below, the term of office for all Executive Council positions is 2 years
4.3 All members of the Executive Council are eligible for re-election.
4.4 Transition to the 2 year terms for Executive Council shall be achieved as follows: those already elected for 2 year terms starting in 2013 shall serve their full terms. In 2013 election for all other Executive Council positions shall take place and be for a period of 1 year commencing in 2014. Elections held in the year 2014 shall elect Executive Council members for 2 years commencing January 1, 2015.
4.5 Elections shall be conducted in accordance with the following election rules.
(a) Only full members in good standing as of August 31st of the election year shall be entitled to nominate or second a candidate, stand for office, or cast a ballot in the election of officers.
(b) Call for Nominations for election to the Executive Council shall be sent by electronic mail to the e-mail address, or if no electronic mail address has been provided, to the postal address, which has been provided by eligible members to the Newfoundland Pony Society Membership Secretary, on or before October 15th in an election year.
(c) A nomination for office must be forwarded by electronic or postal mail, requires a seconder who is an eligible member, and must be accepted by the nominee. All nominations, seconding’s and acceptance of nominations must be received by the Election Chair on or before the 31st of October in an election year. This may be done by postal mail or electronic mail from the e-mail address of the mover, seconder or nominee that is on file with the Newfoundland Pony Society Membership Secretary.
(d) In the event only one nomination for a Council position is received the nominee will be acclaimed and there will be no election for that position. An announcement of any positions won by acclamation will be made along with the results of the voting, if any.
(e) In the event of an election for any position, voting instructions shall be sent by postal mail or e-mail to eligible voters on or before the 3rd day of November and must be returned to the address instructed and received on or before the 15th day of November in the election year.
(f) The candidate receiving a plurality of the votes cast for a position shall be declared elected provided that the number of eligible ballots cast is equal to 1/5 the number of voting members or 25 voting members, whichever is the lesser. In the case of Council Member at large positions the candidate(s) with the most votes shall be elected.
(g) No more than two members of the same immediate family (spouse or child of member) shall serve on the Council. Should more than two such members be elected the existing elected council shall ask them to decide who shall serve and the result shall prevail and the new council shall appoint a replacement for any vacancy created. In the event that no agreement is reached between immediate family members the existing council shall decide which family member shall serve and the remaining position(s) deemed vacant.
(h) Election results shall be announced by e-mail, or by postal mail to those who have not provided an e-mail address and will be posted on the Newfoundland Pony Society’s internet web page following the counting of ballots by the Election Chair.
4.6 In the event that a position on the executive council shall become vacant for any reason during the incumbent’s term of office the position may be filled by the Executive Council for the remainder of the term of the incumbent.
4.6.1 The office of director shall be automatically vacated:
(a) if a director shall resign office by delivering a written resignation to the secretary of the Council;
(b) or if a director is removed by an ordinary resolution at a duly convened meeting of the Executive Council. The director in question is entitled to receive notice of a resolution to have him/her removed from the Council, and is entitled to submit to the Council a written statement giving the reasons why the director opposes a proposed action or resolution.
5. Duties of Officers
5.1 The President will normally chair all meetings of the Society, is an ex-officio member of all Society Committees and is one of the signing authorities of the Society (see Clause 8.1).
5.2 In the absence of the President the Vice President will assume those responsibilities identified in Clause 5.1 and is a signing authority of the Society (see Clause 8.1).
5.3 In the absence of the President and the Vice-President, the Past President will assume those responsibilities outlined in 5.1.
5.4 The Secretary shall:
1. attend and take minutes at all meetings and, if present, will take minutes at Committee meetings;
2. conduct and preserve all correspondence generated and received by the Society;
3. maintain custody of all minute books, papers, statements and other records of the Society;
4. Dispatch to Full members in good standing a voting package for the Election of Officers by November 3rd of an Election year
5.5 The Membership Secretary shall maintain membership/donor lists and information.
5.6 The Treasurer shall:
1. be responsible for the financial books, all monies and petty cash expenditures, and shall deposit any form of cash received into the society’s banking account;
2. be one of the signing authorities for the Society’s bank account (see Clause 8.1)
5.7 The Registrar shall be responsible for maintaining the Registry of Newfoundland Ponies.
5.8 The Newsletter Editor shall be responsible for the publication of the Society’s newsletter.
5.9 At least one Executive Officer shall be a member of each committee of the Society.
5.10 Officers may be assigned other duties from time to time as agreed upon by the Council or at a meeting of members.
5.11 All minute books of the Society and Council are open to inspection by members providing reasonable notice of interest has been given.
6. Meeting of the Society
6.1 The Council shall convene an Annual General Meeting every year at a time and place in Newfoundland and Labrador as decided by the Council for the purpose of:
1. Welcoming new members;
2. Announcing results of the Election of Officers;
3. Presenting a financial statement;
4. Accounting for the activities of the Council;
5. Amending the Constitution;
6. Presenting the work of committees;
7. Providing an opportunity to meet owners/breeders of Newfoundland Ponies and other members of the Society;
8. Discussing issues of concern to members;
9. Providing direction to Council for the upcoming year.
6.2 Notice of the time, place and date of Annual General Meetings is to be circulated at least 30 days prior to the date of the meeting; any resolutions, Constitutional amendments, financial statements or other information relevant to the meeting shall be circulated at the time of notification.
6.3 A quorum for the purpose of amending the Constitution or passing resolutions shall be 1/5 the number of voting members or 25 voting members, whichever is the lesser number.
6.4 General or Special meetings may be called by the Council or at the request of any five members with 15 days notice given to members. All activities held at Annual General Meetings with the exception of announcing results of the Election of Officers may be carried out at General or Special Meetings, with the same quorum provisions applying as in Clause 6.3
6.5 Executive meetings may be held in person or by phone conference as deemed necessary by the Council. A quorum for an Executive meeting shall be a majority of Council members.
6.6 Voting at General or Annual General Meetings will be carried out by a show of hands, or by
secret ballot if 2/3’s of those voting members present so decide. Voting by proxy can be arranged if
a signed and completed official proxy form, titled NPS Proxy Form – Voting Ballot for Resolutions
and Constitution Amendments, is received by post, email (scanned due to signature requirement)
or fax by Council 24 hours prior to the meeting, or is delivered to Council at the meeting.
7.1 The Society and/or Council shall establish those committees deemed appropriate for the advancement of the objectives of the Society. All committees are answerable to the Society through the Council.
7.2 Membership in committees, other than as defined in Clauses 5.1 and 5.9 is at the discretion of the Society.
7.3 Council may delegate those of the activities that it sees appropriate to a committee.
8.1 The Society shall maintain a bank account with two signatures required for all cheques, these being the Treasurer and either the President or Vice President (unless otherwise designated by Council.)
8.2 Any income or property of the Society shall be applied solely towards promotion of the objects of the Society, no part or portion shall be paid or conveyed in any way, by dividend, bonus or otherwise as profit to any member of the Society. However, payment can be made in good faith to any member of the Society for actual services rendered or for any prize or premium to any exhibitor at a show who may be a member of the Society.
8.3 True recorded accounts of the sums of money received and expended shall be maintained by the Society. Such records of receipts and expenditures, property, credits and liabilities of the Society shall be open to inspection by any member subject to reasonable time or other restrictions placed by the Society.
8.4 The corporation’s financial statements shall be compiled by a public accountant annually and shall be presented to members at an annual meeting.
8.5 The funds of the Society shall be applied as follows:
- In payment of the current expenses and other distributions of the Council in the conduct of the business of the Society or in relation thereto;
- In defraying all expenses of or associated with the printing, publication, sale and distribution of the Society’s publications.
8.6 Finances shall be derived from membership, registration and any other sources decided upon by Council
8.7 In the event of dissolution, after payment of all its debts and liabilities, all remaining assets will be transferred to a qualified donee within Newfoundland and Labrador, as described in subsection 149.1 (1) of the Income Tax Act (Canada).