The title of the corporation shall be Oromocto Pioneer Gardens Cemetery Company Inc.
- In these By-Laws Oromocto Pioneer Gardens Cemetery Company Inc. shall be referred to as the Company.
- Board of Directors. A Board of Directors, hereinafter referred to as the Board, shall manage the Company. The Board shall consist of the executive officers and elected directors.
- Executive Officers. The executive shall consist of the President, Vice-President, Secretary and Treasurer. The immediate past President is also a member of the executive.
- Upon inception of the Company, in the absence of an immediate Past President, there shall be a 2nd Vice-President to bring the number of persons on the executive to five (5). Upon the election of the Company’s second President there shall no longer be a 2nd Vice-President.
- Executive meetings shall be held at the call of the President.
- A quorum for meetings shall be three (3) members of the executive.
- Decisions made by the Executive Committee shall have force and effect until the next Board Meeting. At that time decisions shall cease to have force and effect unless ratified by the Board.
- Minutes of the Executive Committee meetings shall be kept and circulated to Board members.
- Directors. Eight (8) Directors shall serve on the Board.
- Meetings shall be held at the call of the President.
- Meetings may also be held at the request of any four (4) members of the Board.
- A quorum for meetings shall be seven (7) voting members of the Board.
- Minutes of Board meetings shall be kept and circulated to Board members.
- The Mayor of the Town of Oromocto, or a person designated by the Mayor, shall be an ex-officio member of the Board.
- The Base Commander of CFB Gagetown, or a person designated by the Base Commander, shall be an ex-officio member of the Board.
- The nominating committee shall consist of the immediate Past President, plus two others, to be appointed by the Board. The Immediate Past President shall act as Chair of this committee. Should there not be an Immediate Past President, the 2nd Vice-President shall chair the nominating committee. Should the Immediate Past President or the 2nd Vice-President not be available, the Board shall appoint the Chair of the nominating committee.
- The nominating committee shall, each year at the Annual General Meeting (AGM), present a list of the new executive officers and directors elected by the Board to fill the vacancies occurring that year.
Election of Board Members.
- The election of officers and directors, except for the initial Board, shall be held at a regular Board meeting and presented at the next AGM of the Company.
- Nominations shall be made by the Nominating Committee and must be seconded. All nominees shall indicate their willingness to serve prior to nomination
Term of Office – Board Members
- President and Board Members – Two (2) years. May serve successive terms.
- President and Board Members – To serve a successive term must be re-nominated and re-elected by the Board.
- Half of the initial Board shall be elected for a one-year term. These shall be the President, Secretary and four (4) Directors.
- Board members shall assume their Offices immediately following the end of the meeting at which they were elected. The retiring President, on the election of the new President, shall immediately turn the gavel and office over to the President-elect.
Duties of Board Members
- President. The President shall preside at all meetings and generally supervise the business and affairs of the Company.
- Vice-President. In the absence of the President the Vice-President shall perform the duties of the President.
- Secretary. The Secretary shall:
- act as clerk, recording votes and minutes of all proceedings in the books kept for that purpose.
- conduct correspondence, publish notices and perform such other duties as directed by the Board.
- establish and maintain the electronic records of sales, interments, and the client data base.
- maintain a list of the Rights Holders of the Company.
- establish and maintain a register of the burials conducted in the cemetery and
- establish and maintain a register of all Board Members.
Treasurer. The Treasurer shall:
- have custody of Company funds and shall keep full and accurate accounts of receipts and disbursements in a recognized accounting system approved by the Board.
- deposit all money received into an account at a chartered bank or approved financial institution designated by the Board in the name of and to the credit of the Company.
- prepare, with assistance from the executive officers, an annual budget for presentation and approval at the Board Meeting prior to the next AGM.
- prepare an annual financial statement and arrange for it to be audited.
- present the financial statement at the AGM.
2nd Vice-President (when position exists, i.e. no Immediate Past President).
- In the absence of the President and the Vice-President the 2nd Vice-President shall perform their duties.
- The 2nd Vice-President shall chair the Nominating Committee.
- Immediate Past President. The Immediate Past President shall chair the Nominating Committee.
- Directors. The Directors are responsible for guiding the business and affairs of the Company. This includes serving on committees and accepting other responsibilities as identified by the Board.
Replacement of Board Members.
- In the event of Board members’ positions becoming vacant during the term of office, except for the Immediate Past President, the Board shall nominate and elect a replacement.
- In the case of the Immediate Past President, the Board shall nominate and elect a 2nd Vice-President.
- A vacancy results in the Board when:
- fewer candidates than are required for office are nominated,
- a member resigns from office,
- a member dies while in office,
- a member is convicted of:
- an offence punishable by imprisonment for five or more years, or
- an offence under the Criminal Code of Canada,
- except in the case of illness or by leave of the Board, a member is absent from two or more consecutive regular meetings of the Board, or
- a member has been disqualified or declared incapable of holding office under this or any other By-Law.
- The Board shall, by resolution, within thirty (30) days from the date that the vacancy arises, declare each vacancy resulting under subsection (3), and within ten days of such declaration shall institute proceedings to fill the position(s).
- If, as a result of a vacancy on the Board, resulting under subsection (3), a quorum cannot be constituted, the Board may reduce its quorum requirements to a majority of voting members present until the vacancy is filled.
Code of Conduct.
Notwithstanding paragraph m., the following are also grounds for dismissal:
- Directors, when contributing to discussions and decision-making during meetings, shall do so in a constructive, courteous and respectful manner;
- Directors shall adhere to the general beliefs of the OPGCC and the decisions made by the OPGC Executive and the OPGCC;
- Directors must exercise their duties regarding the OPGC with care, diligence and skill, recognizing that their conduct must meet the standard of what a reasonable, prudent person would do in comparable circumstances;
- Directors must avoid situations that may place their private beliefs and interests in conflict with the best interests of OPGCC or OPGC By-Laws;
- If a conflict of interest occurs, or the potential for a conflict exists, the Director must make full written disclosure to the OPGC Executive.
- The inaugural AGM shall be held within one hundred and eighty (180) days of the first anniversary of incorporation of the Company.
- Subsequent AGMs will normally be held within 90 days of the Company’s year, and
- Other meetings will be held as directed by the Board.
- The Board shall designate a chartered bank or other financial institution to be bankers for the Company’s funds.
- The Treasurer shall initiate all financial transactions. Cheques issued by the Company shall be signed by the Treasurer and any one of the President, the Secretary or the Vice-President. In the absence of the Treasurer, any two of the President, Secretary or Vice-President shall sign.
- The Board may borrow funds on behalf of the Company. Authorization to borrow shall require a vote of two-thirds (2/3) of the Directors present at a meeting of the Board called to obtain such authorization.
- The Company’s fiscal year shall be the calendar year.
Review of Financial Records
- Notice of Reader will be conducted by a fully qualified CPA (from a firm or independent) of the Company’s financial standing following the end of the financial period ending on the thirty-first (31st) day of December each year. A full audit will only be performed upon the recommendation of the CPA to the President of the Board of Directors, should the need arise. The Review shall be presented at the next Board Meeting and at the next AGM following that date.
- A CPA who shall not be a Board member shall be appointed.
Operations of the Company
- The operations of the Company shall be in compliance with the Cemetery Companies Act of New Brunswick, Chapter C-1 and New Brunswick Regulations 94-129 under the Cemetery Companies Act (O.C. 94-693) and any amendments subsequently made thereto.
- Policies relating to the operation of the cemetery and the schedule of fees will be developed by the Board.
- Policies and fees shall be reviewed and/or revised annually by the Board.
- Voting on all matters will be done by elected Board Members only. Ex-officio and ad hoc members will not have voting privileges.
Amendments to the By-Laws
- The Board may by resolution make, amend or repeal By-Laws. Such By-Laws may be applied in the management of the Company.
- Such new or amended By-Laws shall cease to have force and effect unless ratified by the members at the next Board Meeting.
- Ratification vote by the members requires a two-thirds (2/3) vote of the voting members present.
Dissolution of Organization
- Upon dissolution of the organization, all assets after payment of legal debts will be turned over to The Town of Oromocto, a qualified donee as described in subsection 149.1(a) of the Income Tax Act. (Resolution of Council, Town of Oromocto, passed at Regular Session, 16 May 2013)
- The By-Laws shall be promulgated following acceptance and approval by Members.
- The effective date of these By-Laws shall be 12 October 2018. When ratified by the board, they shall supersede the original By-Laws effective November 15, 2007 with amendments as approved on March 25, 2010, April 26, 2012, April 25, 2013 and 12 October 2018.