Article I

The name of the Organization shall be the Association of Newfoundland and Labrador Archives, hereafter called the ‘Association’.

Article II

The purpose of the Association is:

1.     To provide an organization through which all those engaged in and interested in archives may meet and exchange ideas and information.

2.     To develop and promote the highest possible standards, procedures, practices and ethics among persons in Newfoundland and Labrador who are involved in the care, custody and/or management of archival records.

3.     To advocate the preservation and conservation of Newfoundland and Labrador archival records and, when appropriate, to make representation to government and other agencies to promote this preservation.

4.     To assess and report on the needs of the provincial archival community to government and other funding agencies, and to make representation to these agencies for funding and other assistance to fulfil these needs and to manage any such funding.

5.     To represent the archives of Newfoundland and Labrador in a national archival network.

6.     To assist in the education of archivists and others with interests in the field of archives.

7.     To promote the public understanding and use of archives and historical resources in the province.

8.     To encourage the establishment of archives by record creating bodies and to prevail upon these bodies to open the historical records to public research.

9.     To define and promote adequate standards, procedures and practices among archival repositories in the province.

10.   To publish from time to time such pamphlets, periodicals and reports as the corporation sees fit, including but not restricted to the Association’s Newsletter and its directory of archives in Newfoundland and Labrador.

11.   To own, lease, operate and manage any real or personal property, things or equipment for the attainment of the goals of the Association.

12.   To employ any or all persons whose professional assistance may be required or deemed necessary to carry out the aims of the Association.

13.   To join in association with any other organization or organizations promoting the objectives of the Association.

Article III

The Association may accept donations from any person, institution or group that wishes to assist the Association financially towards achieving its objectives.

Article IV

Upon winding up or dissolution of the Association, any assets of the Association remaining after the satisfaction of its debts and liabilities shall be transferred or given to an organization, the objectives of which are similar to the objectives of this Association, as may be determined by the members at the time of winding up or dissolution, and if effect cannot be given to the aforesaid provision, then such funds shall be given or transferred to some other organization, provided that such organization referred to in this paragraph shall be a charitable organization or charitable trust recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.

Section I: Membership

1.     The Association shall consist of individual members and institutional members.

i.        Individual membership shall be accorded to those individuals that support the Constitution of the Association, are engaged in or interested in archival work and have paid the annual membership fee of the Association. An individual member in good standing is eligible to vote during meetings and to hold office in the Association.

ii.        Institutional membership shall be accorded to those institutions that are engaged in the preservation of archival records. The institution should submit a policy statement officially approved by its governing body, have an ongoing commitment of financial support from the governing body and be accessible to the public. An annual membership fee shall apply.

2.     The membership year shall be the same as the Association’s fiscal year.

3.     The scale and amount of the membership fees shall be determined, from time to time, by the Executive of the Association, subject to approval of the membership at the Annual General Meeting. Annual membership fees shall be paid yearly in advance.

4.     Any member resigning during the year will not be entitled to a refund of any portion of their membership fees.

5.     Membership fees that are paid after April 1st and before  March 31st of any given year are for the current fiscal year.

Section II: Finance

1.     The fiscal year of the Association shall begin on April 1st and end on March 31st

2.     The Association shall exercise such borrowing power as may from time to time be approved by a majority vote of the membership.

3.     The Association may raise money in such manner as the Association may see fit, whether by charitable subscription, fundraising events or otherwise, and give security for the repayment of any money borrowed or owing by mortgage, charge or lien, bonds, debentures, bill of exchange, promissory notes or other obligations or securities of the Association.

4.     The Association may invest or deal with any money of the Association, which in the opinion of the Executive is not immediately required for any of its objectives or its business upon such securities and in such manner as from time to time may be determined.

5.     The Association may engage in, organize, administer and carry out fund raising projects and activities, and carry on any business or businesses, either on a continuous or a temporary basis which may be considered necessary or desirable for the purpose of financing the operation the Association or for promoting any of the objects of the Association.

6.     The Association may accept bequests, gifts or donations, or accumulate or provide a fund or endowment, and invest any such funds and apply the income arising therefrom, or resort to the capital thereof, for any objects of the Association.

7.     The Association may purchase, hire, exchange, accept a gift or donation, lease or otherwise acquire and hold temporarily or permanently for the purposes of the Association any real or personal property and in particular, but not so as to restrict the generality of the foregoing, any land, buildings, rooms, furniture, fittings, fitting apparatus, appliances, conveniences and accommodations, and sell, demise, let, mortgage or otherwise dispose of same.

Section III Meetings

1.     The Annual General Meeting of the Association shall be held or commence on a day in the month of June, or as near thereto as circumstances will permit in each year. The specific date of the Annual General Meeting shall be determined by the Executive.

2.     Routine meetings:

a.     Executive: the officers of the Association shall meet on a regular basis as required for the good conduct of the Association.

b.     Committees: The Chairperson of the committee shall call meetings of their committee as required to conduct business.

c.     Special: A special meeting of the Association may be called by the Executive at any time, or by written petition signed by twenty-five percent (25%) of the membership at any time. A special meeting must be held within sixty (60) days of receipt of such petition by the secretary.

3.     The presence in person, or by proxy, of at least twenty-five percent (25%) of the members in good standing shall designate a quorum for the Annual General Meeting. In the event of an Annual General Meeting with insufficient numbers to form a quorum, the meeting shall proceed after a one hour delay providing at least fifteen (15) members in good standing are present.

4.     A majority of the members of the Executive shall constitute a quorum for conducting the business of the Executive.

5.     Notices: The Secretary of the Association shall notify all members of the Annual or General Meeting of the Association at least thirty (30) days prior to occurrence. In the event of a special meeting, fifteen (15) days notice shall be given. Notice will be calculated from a time three days after posting normal mail containing such information.

6.     All members in good standing shall be eligible to vote. Each individual member shall have one vote. Each institutional member shall designate in writing one person who shall exercise a vote on its behalf. The authorization shall remain valid for such time as it is stated in the authorization document. Each institutional member, through its authorized representative shall have one vote. All votes for the election of officers and for passage of resolutions shall be decided by simple majority, except as may otherwise be provided.

7.     Votes are conducted by a show of hands unless a resolution is presented and passed by a majority to establish a secret ballot. The election of officers of the Association will always take place by secret ballot. Proxy voting will be permitted when authorized in writing by the member unable to attend and such written authorization must be presented to the Secretary at the time of the vote. Proxies shall only apply to votes conducted at one meeting, which must be specified in the written authorization. Each member present at a vote may cast no more than one proxy vote on behalf of absent members.

8.     At any general meeting, members may not represent more than one institution.

Section IV: Officers

1.     The affairs of the Association shall be carried out by an Executive of seven Directors who will fill the offices of:

a.     President

b.     Vice-President

c.     Secretary

d.     Treasurer

e.     Director-at-Large

f.      Director-at-Large

g.     Director-at-Large

2.     All directors shall be elected at the Annual General Meeting of the Association from the
membership of the Association.  The term of office for each director will be one year, except:
– The CCA Representative, which will be two years;
– The President, who will continue to attend Executive meetings ex-officio for six months
following the expiration of his/her term.

No person shall hold more than one Executive office concurrently.

3.     No employee of the Association shall be a member of the Executive.

4.     No member of the Executive shall participate in any discussion or vote on any resolution concerning matters in which that member has any financial interest or which that member stands to gain direct personal advantage or suffer direct personal detriment, provided that if the participation of that member is necessary in order to ensure a quorum, then the member shall first disclose the nature of the interest to the Executive, and the Executive shall consider taking such measures as may be available to avoid any actual or apparent conflict of interest.

5.  Hold Harmless Clause:

TO:  The Directors of the Association of Newfoundland and Labrador Archives (the “Director”

IN CONSIDERATION of the Director acting as a director of The Association of Newfoundland and Labrador Archives (the “Corporation”), the Corporation hereby agrees:
(a) to indemnify and save harmless the Director from and against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Director in respect of any civil, criminal or administrative action or proceeding to which the Director is made a party by reason of the Director being or having been a director or officer of the Corporation; and
(b) to undertake to obtain the approval of a court, if required, to indemnify and save harmless the Director from and against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the
Director in respect of any action by or on behalf of the Corporation to procure a
judgment in its favour to which the Director is made a party by reason of being or
having been a director or officer of the Corporation;

except where the Director has failed to act honestly and in good faith with a view to the best interests of the Corporation or, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, where the Director did not have reasonable grounds for believing that his conduct was lawful.
This Indemnity shall enure to the benefit of the Director and his heirs, executors,
administrators and other legal representatives and shall be binding upon the Corporation and its successors and assigns.

Section V: Duties of the Executive

1.     The President shall:
– Preside at all Executive, special, and general meetings;
– Recommend measures to further the objectives of the Association;
– Sign all contracts/agreements to which the Association is a party;
– Engage in all formal correspondence at the direction of the Executive and publicly represent the Association;
– Report to each Annual General Meeting upon the state of the Association;
– Hold the position of CCA Representative or may delegate that position to another member of the Executive Board;
– Chair the Grants Administration Committee or may delegate that position to another member of the Executive Board.

2.     The Vice-President shall discharge the duties of the President in the President’s absence.

3.     The Secretary shall:
– Issue notice of all Executive, special, and general meetings;
– Keep the minutes of all meetings of the Association and the Executive;
– Maintain and be responsible for all current records of the Association;
– Serve as ex officio on the nomination and election committee in order to maintain a list of nominees for office and prepare and distribute ballots for election.

4.     The Treasurer shall:
– Be responsible for the proper keeping of the books of account of the Association;
– Prepare financial statements of the receipts and disbursements for each fiscal year and other financial statements as are required by the Executive;
– Ensure the annual financial statements are reviewed by an accounting firm selected by the Executive;
– Receive all monies accruing to the Association and shall deposit the same with a Chartered Canadian Bank, Credit Union, or Trust Company in the name of the Association;
– Be vested, along with two other members of the Executive as determined at the Annual
General Meeting, with signing authority on behalf of the Association;
– Be a member of the Grants Administration Committee.

5.     The three Directors-at-Large shall carry out other duties and special projects as required by the Executive.

6.     The CCA Representative shall deal with and represent the Association in dealings with the Canadian Council of Archives. The Representative will make regular reports when required to the Executive and the general membership. The Representative will also serve as Chairperson of the Grants Administration Committee. The term of office for this position will be for two years.

7.     The Executive shall fill by appointment any vacancy in its membership which occurs between Annual General Meetings. Such appointments shall be in effect until the next Annual General Meeting.

8.     Each newly elected director of the Executive shall assume office immediately after the Annual General Meeting and shall serve until the termination of the Annual General Meeting following his or her election.

9.     The Executive shall meet as often as is practical to deal with all matters affecting the policy and interests of the Association, shall call and report to the Annual General Meeting, and shall be responsible for the appointment and supervision of employees and the establishment of committees to carry on the work of the Association.

10. Failure to attend three consecutive Executive meetings without just cause may result in removal of the director from the Executive.

Section VI: Election of Directors

1.     At least two months prior to the Annual General Meeting, the Executive shall appoint a Nominations Committee which shall prepare a slate of directors as required for circulation to the membership at least one month prior to the Annual General Meeting. Presentation of such a slate shall not preclude nominations prior to the Annual General Meeting from other delegates. Each nomination must be signed by the candidate, a nominator and a seconder, all of whom must be members in good standing. Nominations shall also be accepted from the floor.

2.     If more than one candidate for any office is presented to the Annual General Meeting, the elections shall be conducted by the Nominations Committee.

3.     Any member of the Association in good standing shall be eligible to hold office in the Association, with the exception of employees of the Association.

4.     Elections shall be conducted at the Annual General Meeting and the results announced at the Annual General Meeting and published on the Association’s website at the first opportunity.

Section VII: Committees

1.     The Executive may establish committees as required to carry out specific tasks within the Association.

2.     Committee Chairpersons shall be appointed by the Executive.

3.     Each Committee Chairperson shall submit the names of the members of the committee to the Executive.

4.     Committee Chairpersons are encouraged to attend Executive Meetings, but will not have voting rights.

5.     Standing Committees shall be established to supervise the procedural operations of the Association and to advise the Executive on matters of policy within its jurisdiction.

6.     The Association will establish the following Standing Committees:

a.     Grants Administration Committee: consisting of the CCA Representative as Chairperson, two members designated by their institutions, and two other members in good standing. The Committee will establish procedures to review and adjudicate applications submitted to the Canadian Council of Archives for financial assistance and will make recommendations to the Executive as to the success of any applications.

b.     Education and Training Committee: to develop and co-ordinate continuing training and education programs at all levels for the membership.

c.     Publication Committee: responsible for the compilation and publication of the Association’s Publications section of its website and any other publications as deemed appropriate and necessary by the Executive.

d.     Outreach Committee: advises the Executive on matters concerning public awareness activities of the Association, identifies and develops activities required to enhance the awareness of archives in the province; organises an Archives symposium on the years that one is held by ANLA.

e.    IT Committee: advises on the maintenance of the Association’s website and other IT issues for the Association.

f.      A member of the Executive may also be a member of any committee established by the Executive.

Section VIII: Records

1.     At the end of the fiscal year, retiring officers and chairpersons shall convey to the Secretary all books and records of the Association, and if the Secretary has finished his or her term, he or she shall convey all records to the incoming Secretary.

2.     Upon the dissolution of the Association, all records shall be deposited in the Provincial Archives of Newfoundland and Labrador.

Section IX: Amendments

1.     The By-laws of the Association shall not be altered or added to except by a special resolution of the Association passed by a majority of not less than two-thirds of the members in good standing as are present. Notice to propose a special resolution shall be deemed to be duly given if signed by a member in good standing and received by the Secretary and the Secretary has notified the members, not less than one month before the Annual General meeting or not less than two weeks before a special meeting of the Association.