|OAS LETTERS PATENT
|Critical to the corporation of The Ontario Archaeological Society Inc., is the creation of its Letters Patent when this organization was founded. Beyond outlining the founding members of the OAS, it established the core objectives of the OAS. Issued in 1956, the Society’s Letters Patent is the directive under which the OAS’s Constitution its Policies are based, and is the principle vision that guides the OAS to this day. Please Click Here to view this important document related to the founding and history of the OAS.
The Ontario Archaeological Society Corporate Constitution
Revised 2017, approved at OAS ABM November 2017 ARTICLE 1 – GENERAL
- The name of this organization shall be THE ONTARIO ARCHAEOLOGICAL SOCIETY, hereinafter referred to as the Society.
- The privilege of using the name “The Ontario Archaeological Society” is subject to the approval of the Executive Board.
- The Society was incorporated on December 21, 1956, under the Ontario Corporations Act, 1953, and the Constitution of the Society shall at all times be compliant with any successor Acts in effect from time to time. Should any changes in the Act cause the Constitution to become non-compliant, such deficiency shall be corrected, as provided for in the Constitution.
- The rules of order shall be governed by the Constitution, and by Robert’s Manual of Parliamentary Procedure on Rules of Order.
- Amendments to the Constitution may be enacted by a majority vote of the Executive Board, and must be ratified by a two-thirds vote of the members present at the Annual Business Meeting, where “members present” shall include those members who voted by proxy.
ARTICLE 2 – AIMS OF THE SOCIETY
- To bring together individuals interested in the practice, promotion and advancement of archaeology, particularly in the Province of Ontario.
- To encourage and assist every effort, both individual and collective, which may tend to foster, elevate and advance archaeology in the fields of learning and culture, and to develop new sources of progress whenever and wherever possible.
- To seek proper means to discourage indiscriminate investigation and digging by untrained or unqualified persons, and thereby advance the ethics of archaeology.
- To facilitate exchange of ideas, co-operation and networking among those interested in archaeology and to foster friendship among members of other, similar, Societies thereby promoting a better understanding of its objectives.
- To publish archaeological findings and site reports.
- To stimulate the interest of the general public in archaeology.
ARTICLE 3 – MEMBERSHIP
- “Individual Membership” shall be open to everyone interested in the aims of the Society.
- “Life Membership” shall be open to an individual member upon payment of the prescribed life membership fee.
- “Honorary Membership” may be conferred on those persons who have materially advanced the discipline of archaeology. Such membership shall be proposed at any Executive Board meeting by any member in good standing of the Society, and following a majority vote approving recommendation, the motion shall be placed before the membership of the Society at the Annual Business Meeting. Honorary membership shall be conferred upon two-thirds assenting vote of the membership. An Honorary Member shall be entitled to all rights and privileges of an Individual Member but shall be exempt from the payment of dues for life.
- “Institutional Membership” shall be open to any institution and shall be entitled to one vote at meetings of the Society.
- “Family Membership” shall be open to two or more members of a family. Two members of the family must be designated as voting members who may both vote and hold office in the Society.
- “Student Membership” shall be open to full-time students.
- The Executive Board shall reserve the right to admit membership.
- Every member shall advise the Society of any change of postal and email address. Any notice served on a Member, directed to the last known address, shall constitute sufficient notice.
- Evidence of membership shall be issued to all members.
- A member whose dues are unpaid at the end of March shall not be in good standing and may not vote, hold office, nor be admitted to the Annual Business Meeting until such time as dues are paid.
ARTICLE 4 – FISCAL MANAGEMENT
- The Executive Board shall determine the amount of membership fees, which is subject to approval by a majority vote of the membership at the Annual Business Meeting.
- The fiscal year of the Society shall be from January 1 to December 31, inclusive.
- All cheques in payment of authorised accounts and bills shall be signed by any two of the four signing officers. The signing officers shall be the President, Treasurer and up to two other designated Directors or Officers.
- All demands on the Society for payment of obligations must be accompanied by invoices from suppliers or statement fully describing the nature of the obligation.
- No officer or member of the Society shall endorse any cheque or draft payable to, or belonging to the Society for any purpose except for deposit to the credit of the Society in its bank account.
- Major expenditures, i.e. staff pay, office rent and capital equipment should be recorded in the Board’s Minutes when approved.
- Only the Society, and not its Chapters, is authorised to issue receipts for tax purposes.
- The financial statements of the Society shall not include those of the Chapters.
- All original documents relating to Society investments shall be held at the Society offices.
- The Executive Board shall appoint an accounting firm at the beginning of each fiscal year to conduct an independent accounting review of the Society’s books and documentation of expenses and revenue. The Executive Board may choose to have the Society’s books undergo a formal legal audit in a given fiscal year, if necessary.
- The Society shall publish an Annual Report each year. This report shall contain information on the current and future financial position of the Society, minutes of the prior Annual Business Meeting, an overview of achievements during the preceding year, and major activities planned for the current year in support of the strategic objectives for that year.
- No member shall enter into any contractual obligation, or in any way incur any debt or liability on behalf of the Society, unless so authorised by the Executive Board.
- Any Funds of the Society restricted for specific use cannot be used for purposes other than authorised by that Fund. Such Funds are identified in the Audited Financial Statements of the Society, and existing restrictions on the use of these funds can only be revised by way of a two-thirds vote at the Annual Business Meeting of the Society.
ARTICLE 5 – MANAGEMENT
- Management of the affairs of the Society shall, except as hereinafter provided be vested in the Executive Board, which shall consist of 3 elected officer positions (President, Vice President and Treasurer), as well six elected Directors.
- All positions shall be for multiple year durations. The President will be elected into a position of president-elect for one calendar year, followed by a two year term as president, and then serving for one year as past president. The Treasurer will be elected into a position of treasurer-elect for one calendar year, followed by a two year term as treasurer. The Vice President and Directors will be elected for a two year term. President-elect, Past-President and Treasurer-elect will hold the same rights, duties and obligations as held by the rest of the Executive Board.
- Elections to positions will be staggered, with the president, vice-president and three of six director positions open for election in one year, and the treasurer and the other three director positions open for election on the alternate year.
- All persons elected to the Executive Board shall be subject to term limits. The President can serve two terms (to a maximum of 6 years), the Treasurer can serve three terms (to a maximum of 7 years), and the Vice-President and Directors can serve three terms (to a maximum of 6 years). No individual may serve on the Board following their maximum term of service for a minimum of two years.
- Annually, and at the discretion of the elected Officers and Directors, up to two additional Directors may be appointed to the Executive Board for a term of one year, or the portion of the year remaining, provided that these appointed Directors have skills that are not usually found amongst the membership. Appointed directors shall serve as ex-officio (non-voting) members of the Executive Board.
- Elected Officers and Directors shall select among themselves who will hold designated Directors’ portfolios for the Executive Board’s six Directors at the first Executive Board meeting of the year. In the event of an impasse, the President will make the final determination of assignments as required. The Directors’ portfolios consist of the following: Director of Member Services; Director of Heritage Advocacy; Director of Publications; Director of Public Outreach; Director of Chapter Services; Director of Education.
- The Annual Business Meeting of the Society shall be held in conjunction with the Society’s Symposium, or at such other time and place, as the Executive Board shall decide. The membership shall be notified of the venue and agenda 60 days prior to the Annual Business Meeting. Draft Minutes of the Annual Business Meeting shall be published in the Annual Report of the Society.
- All paid up members of the Society have the right to attend and cast a vote at the Annual Business Meeting. In the case of family members, two people are eligible to vote. The right to vote may be exercised either in person, or by written proxy, whereby the member may vote on specific motions that the Board may wish to present to the members, or by the appointment of another member to vote on their behalf. All motions that the Board may wish to present to members have to be published at the same time that notice of the Annual Business Meeting is given, and the form of proxy must also be made available at that time. The proxy form must be received at the Society office on a date to be specified in the proxy notice. A member giving a proxy has the power to revoke it at any time before it is exercised by an instrument in writing received at the Society office at any time up to and including five business days preceding the day of the meeting, or with the Chair of the meeting, prior to commencement of the meeting. Proxy votes for or against a motion will be added to members’ votes at the Annual Business Meeting, and a majority of votes cast plus proxies will carry, or defeat, a motion.
- All official forms, seals, membership pins and crests of the emblem, and such other articles and supplies shall be issued by the Society at a cost approved by the Executive Board.
- The quorum for meetings of the Executive Board shall comprise at least five members.
ARTICLE 6 – ELECTION OF EXECUTIVE BOARD
- A Nominating Committee of at least three members shall be appointed by the Executive Board by July to prepare a slate of members suggested for election. The composition of the Nominating Committee shall be duly notified to the membership. The Nominating Committee shall present its candidates to the members present at the Annual Business Meeting, at which meeting nominations may also be accepted from the floor, including an absent member providing the member nominated has consented in writing. The Nominating Committee shall close the nominations at that meeting. The committee will also indicate which candidates are standing for officer positions (President, Vice-President Treasurer), and which candidates are standing for Director positions. Should there be only one candidate for each position open for election that year, these candidates are proclaimed by acclamation. Should there be more than one candidate for an officer position, or more candidates than is open for the available Director positions, then an election will be called, and the nominations will be advised to all members of the Society by no later than November.
- Should an election be called, the election shall take place in December. Balloting shall be by electronic medium and/or postal mail by unsigned ballot.
- Any member in good standing may be nominated and elected as an Officer or Director.
- Any member of the Society is allowed to hold one elected office only (i.e., either for the Society or a Chapter, but not both) at any time.
ARTICLE 7 – DUTIES OF DIRECTORS
- The President shall preside at meetings of the Society and at meetings of the Executive Board; shall sign cheques when necessary, in payment of authorised accounts and bills; shall sign the minutes immediately upon their confirmation. The President shall officially represent the Society in all dealings with representatives of other organisations, of regional, provincial or federal governmental agencies, and with representatives of the media. The President-elect and Past-President roles’ are to assist the President and the Executive Board. The Vice-President shall be appointed by the President to perform the duties of the President, except for cheque-signing duties, in the event of the latter’s absence or upon the President’s request. Should the Vice-President be unavailable, the President will appoint another member of the Executive Board to serve this role.
- The Vice-President, in addition to roles defined in Article 7, section 1, shall act as secretary to the Executive Board and shall issue notices of Executive Board meetings, shall record all proceedings, shall prepare the minutes, and having signed them shall present them after confirmation to the President for signature, and shall assist in the preparation of funding applications.
- The Treasurer shall manage Society accounts, receive all funds, issue and sign cheques for payment of authorised expenditures, shall report at the request of the President on the financial position of the Society, shall prepare any operating grant applications, and shall submit books and vouchers for an annual audit. The Treasurer-elect role is to assist the Treasurer.
- The Director of Member Services shall manage all internal program services for members and ensure they happen, distribute announcements and communications to members about these services, address member complaints, and communicate with members about their needs and experiences as a member of the Society. The Director of Membership Services, along with the Director of Public Outreach, shall maintain and update all immediate electronic communication media the Society uses to reach members and the public.
- The Director of Public Outreach shall develop and deliver public programs, events and educational material about archaeology and archaeological practice, develop public communications (and delivery of same) to promote the Society, and respond to public queries of a non-advocacy nature. The Director of Public Outreach, along with the Director of Membership Services, shall maintain and update all immediate electronic communication media the Society uses to reach members and the public.
- The Director of Chapter Services shall liaise with Society chapters and provide assistance and program support for chapters and chapter executives, develop policies, procedures and documents for chapter operations, assist in the formation or dissolution of a chapter, ensure chapters are operating within their mandates as part of the Society, and serve as the Executive Board liaison with symposium organising committees.
- The Director of Education will manage archaeological training, the society’s educational materials, the dissemination of knowledge about the archaeological process, and the role of the OAS. The director will respond to educational requests from Indigenous communities, educational or other institutions for assistance from the OAS. The Director of Education will facilitate and promote student
- The Director of Heritage Advocacy shall respond and provide advice arising from concerns raised to the Society from members or the public about threats or issues to archaeology and archaeological practice, praise examples of good archaeological management, draft letters for Executive Board review, lobby and advocate for good archaeological management and practice, and liaise with the professional archaeological community.involvement within the OAS.
- The Director of Publications shall liaise with appointed editors, provide oversight on publication production, medium, distribution and partnerships to facilitate same, develop and seek Executive Board approval for editorial policy, and oversee the appointment and performance of editors.
- An elected Officer or Director who is unable to fulfil their office, or who resigns during term, will be replaced by appointment at the discretion of the majority of the Executive Board, or left vacant if the remaining duration of their term is less than 6 months. If the president resigns or otherwise cannot fulfil their duties, the Vice-President will serve as acting President for the remainder of the elected term, while the Executive Board will appoint a replacement for the Vice-President position from the Board of Directors.
- Officers and Directors will not allow their responsibilities to the Society to conflict with other interests.
- The Vice-President shall call a meeting of the Executive Board four times per year, of which at least three meetings of the Executive Board must occur face to face. Notice thereof, together with the Agenda, shall be given in writing to all members of the Executive Board at least seven days prior to such meeting.
ARTICLE 8 – APPOINTED OFFICERS AND COMMITTEES
- The Executive Board shall appoint officers to serve various functions of the Society, including as editors of publications and online content, committee chairs, project leaders, and other positions as deemed necessary.
- Appointments shall be for one year. Appointed officers can be re-appointed by succeeding Executive Boards.
- Appointed officers are entitled to attend Executive Board meetings as ex officio members, without voting privileges.
- Appointed officers are required to submit an annual report of their activities (or the activities of the Committees they chair) to be included in the annual report to the membership.
- Appointed Committee Chairs will appoint other members of the Society and non-members to the committee as they may deem warranted. The Quorum for any Committee meeting shall comprise the total number of attending members.
- Committees may fact-find and bring forward recommendations to the Executive Board for consideration, but cannot incur any liability or cost on behalf of the Society, or make a commitment on behalf of the Society, without Executive Board approval.
- As deemed necessary and provided core operations of the Society are not impaired, the Executive Board may hire employees to undertake specific functions of the Society. The Board will determine the need and approval of such hiring. The society will adhere to all relevant Ontario employment and workplace legislation and regulated standards.
- The president is responsible for defining the terms and conditions of employment for any employee of the Society, which will be ratified by the Executive Board.
- An Executive Director for the Society will be maintained on salary provided core operations of the Society shall not be impaired.
- The Executive Director will serve the operational and strategic planning needs of the Society, and support the Executive Board in the manner needed and defined in the Executive Director’s Terms of Employment.
- Duties and responsibilities of the Executive Director will be defined in a Terms of Employment (ToE) contract entered into between the Society and the Executive Director. The President is responsible for negotiating the content of the ToE and defining performance measures with the preferred candidate.
- Final approval of a preferred candidate to be hired for the ED position, and the ToE negotiated with that candidate, must be ratified by the Executive Board.
- Duration of an Executive Director ToE will be one year. Approval of the Executive Director’s contract will be ratified by the Executive Board annually.
- The Executive Director will attend all Executive Board meetings, and the Annual Business Meeting of the Society as an ex officio member without voting privileges
- The Executive Director is considered an honorary member of the Society during their tenure, and not obligated to pay membership dues..
ARTICLE 9 – CHAPTERS
- Any three Society members in any community may make application to the Society to organise a Chapter and to secure a Charter. The Executive Board shall act upon the application within sixty days of receipt thereof. Not more than one Chapter shall be organised in any community.
- A Charter shall not be granted until said applicants shall submit proof in writing that there are ten or more Society members affiliated therewith, or approved membership applicants therefore.
- Upon final approval of the applicants for Charter by the membership, the Director of Chapter Services shall prepare such a Charter, listing thereon the names of the qualified Charter members and the Seal of the Society.
- Each Chapter shall elect from its membership a President, Vice-President, Treasurer, and any additional directors deemed necessary by the Chapter members.
- The Executive of each Chapter, on the expiration of the term of office, shall surrender the Charter, together with all other books, records and property of the Chapter, to the succeeding Executive.
- To be eligible for Chapter membership, an applicant must be a member of the Society. Each Chapter shall have the right to determine who shall become members thereof; however, membership once granted, cannot be withdrawn by the Chapter unless the member is suspended or expelled as prescribed by the Constitution of the Society. The Society and its Chapters may sell their publications to non-members.
- A Society member in good standing is eligible to join any Chapter by making application therefore in manner and form prescribed by such Chapter. A member of the Society may also hold membership in one or more Chapters.
- Each Chapter shall have the right to determine its membership fees. The Treasurer of each Chapter shall collect when due from each eligible applicant the prescribed Chapter dues and fees, after determining that the applicant is a member of the Society.
- The President of the Society, on approval of the Executive Board, may revoke or suspend any Charter in the event the offending Chapter fails to maintain ten members in good standing in the Society or for other just cause. Upon dissolution of a Chapter, or revocation of its Charter, it shall, upon demand of the President of the Society, surrender its Charter and all Chapter property and records to the Society.
- The granting of a Charter to any Chapter does not authorise such Chapter to incur obligations or liabilities, financial or otherwise, for, or on behalf of, the Society. Neither shall the Chapter use the emblem or name of the Society, nor shall it represent the Society except as authorised by the Executive Board.
- The Chapters will submit to Society an annual financial statement and such reports and returns as required from time to time.
- Elected Chapter Officers will not allow their responsibilities to the Society and Chapter to conflict with other interests.
- Any member of the Society is allowed to hold one elected office only at any time.
- Chapters are not authorised to issue receipts for tax purposes.
- In the event of revocation or surrender of the Charter, all Chapter property and records, collections (artifacts, remains and associated field records and reports) and articles and official documents bearing the name of the Society, will be returned to the Society.
ARTICLE 10 – CODE OF ETHICS
- It shall be the duty of every member to exercise an interest in the Society, to avoid wrongful use of its name, or authority, and to regulate their conduct toward the Society, fellow members, and the public, in accordance with the Constitution, and the Statement of Ethical Principles, as appended to the Constitution.
- The Society supports Ontario, Canadian and International legislation and conventions that discourage and/or prohibit the purchase, sale and trading of original artifacts, and it expects its members to comply with the spirit and intent of such legislation and conventions. Should the Society become aware that a member may have violated the spirit and intent of this clause, then the Executive Board may consider invoking the provisions of Article 11 below, but only once it has given the subject member an opportunity to appeal against any remedies contained in this article.
- Books, periodicals, pamphlets, etc., shall not bear any inference of any approval of the Society, or any Chapter thereof, except by special permission of the Executive Board.
- We acknowledge our debt to the Indigenous peoples, upon whose lands we live and work. We accept that it is a privilege to work with the cultural properties1 of any Indigenous/Descendant group and that an archaeologist must recognize that privilege.
ARTICLE 11 – SUSPENSIONS AND EXPULSIONS
- A member three months in arrears of dues shall forfeit their membership in the society, but can be reinstated upon payment of all arrears prior to the end of the calendar year.
- Any member, upon unanimous approval of the Executive Board, may be suspended, expelled, or subject to other disciplinary action for the following offences:
- Violation of the Constitution;
- Violation of any resolution in force or effect;
- Violation of the Society’s Statement of Ethical Principles.
- All elected Officers may be removed from office for the same causes applicable to members.
- The Executive Board shall review all disciplinary matters relating to the Society.
ARTICLE 12 – DISSOLUTION
In the event of dissolution of the Society, all remaining assets, after payment of liabilities, at the discretion of the Executive Board, shall be distributed to one or more recognised charitable institutions in Canada.
1Including but not limited to: archaeological, spiritual, and historical sites, artifacts, designs, ceremonies, technologies, visual and performing arts, oral traditions and written and oral literature.