Constitution and By-laws of the Society

Article I – Name

The name of this Society shall be The Bibliographical Society of Canada, or, in the French language, La Société bibliographique du Canada.

Article II – Objectives

The Bibliographical Society of Canada / La Société bibliographique du Canada is a bilingual (English/French) organization that has as its goal the scholarly study of the history, description, and transmission of texts in all media and formats, with a primary emphasis on Canada, and the fulfillment of this goal through the following objectives:

  1. To promote the study and practice of bibliography: enumerative, historical, descriptive, analytical, and textual.
  2. To further the study, research, and publication of book history and print culture.
  3. To publish bibliographies and studies of book history and print culture.
  4. To encourage the publication of bibliographies, critical editions, and studies of book history and print culture.
  5. To promote the appropriate preservation and conservation of manuscript, archival, and published materials in various formats.
  6. To encourage the utilization and analysis of relevant manuscript and archival sources as a foundation of bibliographical scholarship and book history.
  7. To promote the interdisciplinary nature of bibliography, and to foster relationships with other relevant organizations nationally and internationally.
  8. To conduct the Society without purpose of financial gain for its members, and to ensure that any profits or other accretions to the Society shall be used in promoting its goal and objectives.

Article III – Members

1.  Any person or institution interested in the objects of this Society may become a member on the approval of the Council.  There shall be the following classes of membership:

a. Individual members, who must apply in writing;
b. Honorary life members, who have to be proposed by two members in writing, and considered by the Council worthy of the Society’s mark of distinction, for services rendered to Canadian bibliography, or for individual merit.  The number of Honorary members shall not exceed SEVEN, or two percent of the total membership, whichever shall be the greater;
c. Institutions, which apply for membership, in the same manner as individual members;
d. Life members who shall pay the life membership fee;
e. Contributing members who shall pay the contributing membership fee;
f. Student members, and members who have reached the age of retirement and are retired, who will pay half the annual fee paid by individual members.

2. The amount of the membership dues for all categories of members shall be such as determined by the members at an annual general meeting.

3. A member in good standing is defined as a member who has paid the membership dues of the current year.

4. A member may withdraw from the Society at any time by delivering a written resignation to the Secretary, but will be expected first to settle any arrears of dues.

5. Failure to pay the dues for any year, six months after the member has received an account, automatically cancels membership, though this rule need not be enforced if the member is able to provide evidence of exceptional circumstances.

6. Membership may be cancelled for due cause by the Council assembled in regular or special meeting, if the motion be approved by three-quarters of the members of Council, and provided that due notice of the matter has been given both to the Council and to the member(s) concerned, and that the latter is/are provided with an opportunity to reply. Upon termination of membership, a member shall not be entitled to any refund of membership dues paid.

Article IV – Meetings

1. There shall be an Annual Meeting of members in May or June (or some other convenient time), at a time and place determined by the Council, in order to receive the reports of officers, to elect the officers and the members of Council, and to transact the general business of the Society.  All members shall be notified thereof in writing, by the Secretary, or a deputy, at least one month in advance of the Annual Meeting.

2. The agenda of the Annual General Meeting will be circulated in advance to all members and specific reference will be made to proposed constitutional changes, increases in membership dues, and proposals to undertake major new commitments.

3. All business at the meeting shall be settled by a simple majority of all members in good standing, present and voting.

4. The President, or in the absence of the President, the vice President, shall preside at meetings of the Society in accordance with accepted parliamentary procedures.

5. Special meetings may be called by the President, on ten days’ notice in writing to members, mentioning the object thereof.  The President and Council shall have the power to ask for such meetings; and so shall ordinary members provided their request is supported by the signatures of fifteen (15) members of the Society, in good standing.

6. Twenty members shall constitute a quorum at an Annual or a Special Meeting.

7. No business other than the adjournment of the meeting shall be conducted at a time when a quorum is not present.

8. An amendment to a proposal from the Council may be moved from the floor at the Annual Meeting.  If the amendment is defeated by a majority, the proposal shall then be put to the Meeting. If, however, the amendment is passed by a two-thirds majority of those present and voting, the proposal shall be withdrawn, and it and the amendment shall be circulated by mail to the members for their determination in a postal vote. The result shall be announced by mail to the members. If the original proposal of the Council be defeated, both in the postal vote and in the vote from those present at the Meeting, an amendment may be accepted from the floor, and, if passed by a two-thirds majority of those present and voting, it shall be circulated by mail to the members for their determination in a postal vote, and the result shall be announced to the members by mail, or other convenient method, e.g. in the Bulletin.

Article V – Council and Officers

1. The Council shall consist of a President, the immediate Past-President, a first Vice-President, a second Vice-President, a Treasurer, a Secretary, an Associate Secretary (with one Secretary to be primarily English-speaking, and the other to be primarily French-speaking), the Chairman of the Publications Committee, the Editor, and the Review Editor(s), of the Papers/Cahiers, the Editor of the Bulletin, theWeb Administrator of the Society, and any other ex-officio members (though no more than two of these offices may be held simultaneously by one member), and nine Councilors.  All members of the Council must be members of the Society, and in good standing, at the time of the Annual Meeting.

2.  The President shall be elected for one year, with the right to run for a second year should he or she so wish; and similarly with the Vice-Presidents, though their terms will depend upon the length of the President’s term. Normally the second Vice-President, once he or she has completed his or her full term, shall automatically become first Vice-President.  Normally the first Vice-President, once he or she has completed his or her full term, shall automatically become President.  Normally, the president, once he or she has completed his or her full term, shall automatically become Past-President. All the other office holders may hold office for a term of five years in the first instance, which term may be renewed, at least once.  Three of the nine Councilors shall be elected each year for a term of three years.  The term of the Councilors may be renewed once. No member shall be eligible for re-election as a Councilor until the third year after leaving Council.  The names of all the office holders and other members of the Council shall be proposed annually by the Nominating Committee, to be voted upon by the Annual Meeting, though the rules for amendments (see IV.8 above) shall apply here equally.

3. The Council shall normally meet twice a year, in the spring and in the fall, at the call of the President, on seven days’ notice in writing, stating the purpose of the meeting. Should the President refuse or neglect to do so, a majority of the Council may make such a call.

4. Eight members shall constitute a quorum at a Council meeting.

5. All questions shall be determined by a majority of votes. In cases of equality, the President shall have a deciding vote.

6. When necessary, in the opinion of the President, urgent business of Council may be transacted electronically. In such a case, however, a clear majority of the whole Council will be necessary for the approval of that business.

7. The Council shall have the power to appoint such additional Committees and Sub-Committees as it deems necessary, but the Nominating Committee shall annually propose the membership of the Committees or Sub-Committees and such names shall be submitted, with those of the other officers, to the Annual Meeting for its decision

Article VI – Votes

1. Each Individual member is entitled to a vote at all meetings. An Individual member may also vote as the authorized delegate of an Institutional member, but he may not represent more than one institution at a meeting.

2. Each Institutional member is entitled to a vote, to be expressed by its delegate at meetings. Such delegate need not necessarily be a member of the Institution concerned, but, if not, he/she shall present to the Secretary of the meeting a written authorization to vote as the delegate of that Institution. Such delegate, if he/she has no personal vote, may also represent and vote for a second Institution, on such conditions as are above stated for the first Institution, but none further.

3. Postal ballots may be held on questions of concern to members of the Society. Voting papers shall be sent to members well in advance so that they are able to return them to the Secretary in time for the Annual meeting.  The ballot shall be accompanied by such information as is necessary for a member adequately to consider the question. The Secretary shall take the completed voting papers to the Annual meeting, and the votes shall be there counted, the Secretary being assisted by as many counters as are necessary, and duly-appointed scrutineers shall be entitled to watch the count.

4. Urgent matters which arise some time after, and some time before, an Annual Meeting may be the subject of a postal ballot. In such cases the result shall be announced by mail, or other convenient method (e.g. in the Bulletin), and a report on the voting shall be made at the next Annual Meeting.

Article VII – Amendments

1. The Constitution may be amended only at an Annual Meeting, or at a special meeting, of members, at which two-thirds of the members present or represented vote in favour of the amendment(s). Notice of the proposed amendment(s) shall be sent, in writing, to all members at least one month in advance of the meeting at which they are to be voted on. Amendments may be proposed either by the Council or by individual members, though in the latter case they must be accompanied or supported by the signatures of fifteen (15) members, in good standing, and should be submitted, in the first place, to the Secretary in good time, so that the amendment(s) may be circulated to the members as laid down above.

By-laws

A. Duties of Officers

1. The respective duties of Officers of the Society are those attributed to each office by customary rules of such societies.

2. Without limiting the foregoing, the President, of in his or her absence, the first Vice-President, shall report to each Annual General Meeting upon the state of the Society and shall preside at its meetings and at those of the Council.

3. The Secretary shall serve as the recording secretary of all meetings of the Society and of the Council, keeping a permanent record thereof.

4. The Treasurer shall have full and complete charge of all the accounts and financial affairs of the Society, including the custody of all its funds and monies, the investment of those funds and monies, the collection of its receivables, the payment of its just debts and the keeping of accurate financial records and books of account, subject always to such general supervision and direction as the Council may from time to time impose. Furthermore, the Treasurer shall render to the Annual Meeting of the Society a review engagement procedure of the assets and liabilities of the Society and of its interim income and disbursements and its financial condition.

5. All contracts, agreements and like instruments made as the legal acts of the Society shall be executed by an Officer of the Society or by such other person or persons as authorized in writing by the Council.

B. Elections and appointments

1. Only members of the Society may hold office in the Society and vote in elections.

2. The President, Vice-Presidents, Treasurer, Secretary, and Associate Secretary, shall be elected annually by the members of the Society. Honorary officers may be elected annually by the members of the Society.

3. Three Councilors shall be elected each year for a three-year period.

4. The Council may fill any vacancy in its membership that occurs during the year, such appointment to hold good only until the next Annual meeting of members, when the appointment shall be submitted to the vote of the members, for confirmation or rejection.

5. A Nominating Committee, consisting of the Past-President as chair and two members in good standing of the Society chosen by the chair shall be appointed by the Council to assume office not more than twelve months before the Annual meeting. The Committee shall solicit nominations from the membership for Officers and Councilors, shall notify the membership of nominees at least one month in advance of the Annual Meeting, and shall submit the names to the Annual Meeting for its approval. Members of the Society are entitled to submit nominations to the Secretary, at any time, for consideration by the next-appointed Nominating Committee. The Council may constitute also, at any time, such other committees as it deems expedient for the transaction of business.

6. The Treasurer shall present detailed financial statements for the preceding year to the Council at its meeting next before the Annual meeting, and to the members at that Annual Meeting. Such statements, with the documentation relevant to them, shall have been prepared previously under a review engagement by a qualified public accountant outside the Council who is appointed by the Council.

C. Fees

1. Fees shall be due yearly and payable to the Treasurer, upon receipt of an account sent by the Society. These fees shall be as determined from time to time by the Council, any proposed alteration(s) being submitted to the Annual Meeting for its decision.

2. The Secretary will inform any inquirer seeking membership of the current rates of subscription, which, as with the prices of the publications, shall be expressed in Canadian dollars

3. Membership fees are divided into five categories:

  •             Individual
  •             Institutional
  •             Life
  •             Contributing
  •             Student, and Retired persons
  •             Honorary life members do not pay a fee.

D. Publication

1. The Society will issue each year, as regular publications, its Papers/Cahiers, and/or Proceedings, and Bulletin, as the Council may decide, one copy of each to be sent free to every paid-up member. The Society may issue also, from time to time, Special publications or Monographs, to be priced as the Council decides. One copy of all past publications, regular and special, if available, may be bought by every member who wishes to buy it or them or by old members, not in default of fees, on payment of a price decided by the Council.  Past publications, other than the Papers/Cahiers and the Bulletin, if available, may also be sold to non-members, at a price to be decided by the Council.  A list of publications available, and the prices currently being charged, may be obtained by application to the Secretary.

E. Amendments

1. These By-laws may be amended, cancelled, or replaced only in the manner specified for amendments to the Constitution.