Amendment to the RHS Articles of Incorporation - AGM October 29, 2015

 An agenda item for this year’s Annual General Meeting (AGM) is the amendment to the Articles of Incorporation for the Regina Horticultural Society (RHS) which is filed with the Corporate Registry Branch under its responsibilities for the Non-profit Corporations Act, 1995. 

Last year, at the 2014 AGM, the membership approved updated and modernized bylaws for the RHS.  When we subsequently filed our documents for the year, we were advised that some items were not consistent with the Articles of Incorporation.  Therefore, your Board of Directors has reviewed the Articles and updated them to ensure they are consistent with the by-laws and the legislation, and that the RHS bylaws are identified as the source of detailed information.

As required by the Non-profit Corporations Act, changes to the Articles of Incorporation must be ratified by the membership.  Therefore, the amended Articles of Incorporation for the RHS are attached for your convenience.  They will be formally presented for your ratification at our upcoming AGM, which begins at 7pm, Oct 29, 2015 at the United Way Building, 1440 Scarth St., Regina.

Articles of Amendment

Information Services The Non-profit Corporations Act, 1995 Corporation (Section 164)

Form 4

1. Name of corporation: Regina Horticultural Society, Inc. Entity No.: 212709

2. The articles of the corporation are amended as follows:

Article 3: The classes of membership:

Original: The annexed Schedule I is incorporated in this form.

Schedule 1

Classes of Membership

There shall be four classes of membership as follows:

(a) Adult membership, the members of which shall be entitled to vote at all meetings of members;

(b) Junior membership, the members of which shall be entitled to vote at all meetings of members;

(c) Seniors membership, the members of which shall be entitled to vote at all meetings of members;

(d) Honorary Life membership, the members of which shall be entitled to vote at all meetings of members;

Amended: Delete the original point and schedule 1; replace with the following:

Voting members: Each member in Good Standing who is at least 16 years of age is entitled to one vote. With a family membership, up to two persons are entitled to vote.

Non-voting members: Members who are less than 16 years of age are not entitled to vote.

Article 5: Number (or minimum and maximum number) of directors: Original: Minimum of 4 and Maximum of 10

Amended to increase the maximum

New statement: Minimum of 4 and Maximum of 15

Article 7: Restrictions, if any, on businesses the corporation may carry on or on powers the corporation may exercise:

Text from 1999 amendment:

Activities restricted to encourage the improvement and growth of horticulture in the City of Regina and surrounding area, in accordance with the following objectives:

a) To encourage the improvement of home and public grounds and preserve the environment by the planting of trees, shrubs, and flowers and by otherwise promoting outdoor art and public beauty;

b) To hold educational meetings on subjects relating to the theory and practice of improved horticulture;

c) To hold horticultural competitions and shows, awarding prizes for vegetables, fruit, cut flowers, house plants, floral art, and other related horticultural exhibits;

d) To promote the circulation of horticultural periodicals, and the society through the use of press, radio and television;

e) To import or otherwise procure new seeds, bulbs, plants shrubs, and trees;

f) To distribute seeds, bulbs, plants, flowers, shrubs and trees in ways which would create an interest in horticulture.

Amended: Delete section; replace with the following:

All activities must fall within the scope of the corporation’s mission and mandate.

The Mission of the RHS is to encourage gardening for the enhancement of the environment and the quality of life of its members and the general public.

The Mandate of the RHS is to educate its members and the general public about horticulture, and to promote and support gardening in Regina and the surrounding area.

Article 9: Other provisions, if any:

Original: The annexed Schedule II is incorporated in this form.

Schedule II Other Provisions

1. A director is required to be a member of the corporation.

2. The bylaws may not require more than a majority of members to constitute a quorum at a meet i ng of members.

3. The directors shall hold their meetings in Regina or district upon notice sent to each director at least 5 days prior to the date of the meeting; provided that the directors may meet on regular dates without notice or may, by unanimous consent, meet at any time or at any place without notice.

4. A meeting of directors may be called at any time by the president or by a vice-president and the secretary shall, when directed by any of the foregoing, call the meeting.

5. No director shall be a salaried employee of the corporation.

6. No director shall receive any remuneration for acting as such. However, a director may be indemnified for his/her expenses incurred on behalf of the corporation as a director.

7. Except in the case of first bylaws after incorporation, all bylaws shall be made, amended or repealed by the members in general meeting. First bylaws shall be substituted at the first meeting of members and may by ordinary resolution be confirmed, rejected or amended.

Amended: Delete the original point and Schedule II; replace with the following:

The corporation will be managed according to its bylaws, and the provisions of the Non-profit Corporations Act, 1995 of Saskatchewan.

3. Each amendment has been duly authorized pursuant to the requirements of the Act.

Date Name Office Held Signature