The General By-laws of the Association des familles Perron d’Amérique inc. were adopted at the general meeting marking the founding of AFPA held in Montreal 27 October 1991. Later on, changes were made 30 October 1993 and 24 August 1997. Then members assembled on 28 July 2002 adopted the newly revised and updated document that included all changes made in the past (Resolution number 2002-534). The present document includes amendments that were adopted at the general meeting of 30 July 2006 (Resolution number 2006-685) and that of 12 August 2007 (Resolution number 2007-721). |
CHAPTER 1 - GENERAL PROVISIONS
1.1 Definitions and interpretation
1.1.1 Definitions
The following definitions prevail in the application of the present Statutes and general by-laws:
Association means the Association des familles Perron d’Amérique, or its acronym AFPA;
Constituting act means the official document certifying to the authenticity of AFPA, that is to say the Letters patent;
Director means a person elected to the Board of directors;
Board means the Board of directors;
Senior officers means those directors elected to the functions of President, Vice-Presidents, Secretary and Treasurer;
Law means those laws pertinent to non-profit organizations, i.e. the Companies Act, the Civil Code of Québec and others;
Member means a member in good-standing of the Association;
Absolute majority means fifty percent (50%) plus one (1) of the votes cast during a meeting;
Meeting means the annual general meeting or a special meeting as the case may be.
1.1.2 Interpretation rules
Terms employed in the singular include those in the plural, in the masculine those in the feminine, and those pertaining to a natural person are applicable also to a legal person.
1.1.3 Primacy
In case of conflict between the Law, the constituting act or the by-laws, the Law prevails on the constituting act, and the constituting act prevails on the by-laws.
1.2 Objectives of the Association
• to index all descendants of Perron ancestry, be they of a direct line or through marriage or union;
• to make known the history of those who bore that name;
• to preserve the family patrimony;
• to prompt all Perrons to discover their roots and tell their own story;
• to build up and publish a genealogical dictionary;
• to publish Vue du perron;
• to organize regional and national gatherings;
• to promote and encourage various activities;
• to organize “Perron” trips;
• to increase and promote the exchange of genealogical and historical information between its members;
• to instill a sense of unity, pride and belonging among its members.
1.3 Head Office
The head office of the Association is located in Québec as indicated in the constituting act or as determined by the Board.
1.4 Association’s Seal 
The seal, the impression whereof follows is the official seal of AFPA. It must be appended on every official document issued by the Association.
1.5 Archives
Within three months following their term in office, the directors and heads of committees must hand over to the secretary any and all pertinent documents relating to their charge.
CHAPTER 2 - MEMBERS
2.1 Membership and obligations
2.1.1 Any person bearing the Perron name through birthright, marriage or union, or anyone interested in said families may become a full-fledged member of the Association.
2.1.2 Each and every member must conform to the Association’s by-laws and endeavour to promote its good name and reputation.
2.2 Membership categories
There are three (3) membership categories within the Association: regular member, benefactor member and honorary member.
2.2.1 Regular member: anyone who has paid the annual dues as determined by the Board is a regular member.
2.2.2 Benefactor member: anyone who has paid the annual dues plus a further amount equal to or greater than said annual dues is considered a benefactor member.
2.2.3 Honorary member: The Board may designate as honorary member anyone who renders service to the Association and contributes greatly to the realization of its objectives, be it through work or donations.
2.3 Membership cards
The Board issues membership cards and approves their shape and tenor.
2.4 Disciplinary measure
Any member who has not paid his dues within three (3) months following the expiry of his membership is struck from the membership roster. In order to reintegrate membership status, he must settle the account for the due amount.
2.5 Powers of members
Members have the power: to elect the directors once a year and, as the case may be, to remove from office any director who fails to fulfill his duties or causes prejudice to the Association; to appoint the Auditor; to ratify the acts of the Board of directors.
CHAPTER 3 - GENERAL MEETINGS
3.1 Annual meeting
The annual meeting shall be held at whatever place, date and time as determined by the Board, within six (6) months after the close of the financial period.
3.2 Special meeting
A special meeting may be convened through a decision of the Board or at the request of at least ten percent (10%) of members in good-standing of the Association. This request, submitted in writing to the Secretary, must specify the motives underlying the desire to convene the meeting.
3.3 Notice of a meeting
3.3.1 Notice convening a meeting must be sent to members in good-standing at least thirty (30) days prior to the date of said meeting. In the case of a special meeting requested by the members, the Board shall have twenty-one (21) days to convene and hold said meeting.
3.3.2 The notice convening the annual meeting must indicate the place, date and time of the meeting as well as the agenda.
3.3.3 The notice convening a special meeting must clearly indicate the exact purpose of said meeting.
3.4 Chair
The members present must elect a person to chair the meeting in the absence of the president, first vice-president, second vice-president, or in the event the above should refuse to act in such capacity.
3.5 Quorum
The quorum is composed of the members in good-standing present at the annual or special meeting.
3.6 Voting
Only members in good-standing may vote. Any question requiring a vote is decided by a show of hands unless a vote by ballot is requested.
3.7 Decisions of the meeting
Decisions of the meeting are taken by a majority of the votes given save in exceptional circumstances when a two-thirds majority is required.
3.8 Scrutineers
Whenever there is a vote by ballot, two (2) persons present, be they members or not of the Association or of the Board, are named as scrutineers by the chair of elections.
CHAPTER 4 - ELECTIONS
4.1 Nomination committee
4.1.1 In the course of its mandate, the Board shall constitute a nomination committee consisting of three (3) members, one of whom must be a senior officer.
4.1.2 This committee must prepare a list of eligible candidates to serve as directors whilst complying with the following criteria: representation of the regions and functioning of the Board. The nomination committee must submit the list to the Board at least two (2) months prior to the annual meeting. The secretary must send this list to all members of the Association at least thirty (30) days prior to said meeting.
4.2 Nominations
4.2.1 Nominations made by members in good-standing are accepted provided that they are endorsed by two (2) members in good-standing, that they be in writing and in the hands of the nomination committee at least two (2) months prior to the annual meeting.
4.2.2 Also accepted are nominations made from the floor at election time provided that they are proposed by members in good-standing.
4.2.3 Any candidate thus proposed must assent. A written consent is obligatory in those instances when the candidate cannot be present in person at election time.
4.3 Rules of procedure
4.3.1 The assembled members name a president and a secretary of elections.
4.3.2 The president of elections presents the candidatures received. If the number of candidates equals that of the vacant positions, said candidates are declared elected. If there are more candidates than vacancies, a vote is taken by secret ballot.
4.3.3 The president of elections chooses the scrutineers whose task consists of distributing, collecting and counting the ballots.
4.3.4 The president of elections places each vacant post in nomination. Nomination is by a duly seconded motion. The candidate receiving the most votes is elected. In the event of a tie the president requests a second ballot. Should the vote still be a tie the president casts the deciding vote and declares elected either one of the candidates.
4.3.5 Once the election period is over, the president invites the members of the Board to meet in order to chose the senior officers.
CHAPTER 5 - BOARD OF ADMINISTRATORS
5.1 Composition
The Board is composed of nine (9) members: one (1) president, two (2) vice-presidents, one (1) secretary, one (1) treasurer, and four (4) other directors.
5.2 Eligibility
Any descendant of any one of the Perron branches who has been a member in good standing for at least one (1) year, may be elected to the Board. Minors (less than 18 years of age), persons prohibited by the court from holding such office, and bankrupts are not eligible.
5.3 Term of office
5.3.1 Any director starts his term of office at the closing of the annual meeting during which he is elected.
5.3.2 The term of office of any director is two (2) years and lasts until the annual meeting of the year marking the expiry of that period. The term of office of any director may be renewed. One third of the directors may be replaced each year.
5.4 Absenteeism
Any director who neglects to attend two (2) consecutive meetings of the Board must give his reasons to the President and discuss with him whether or not he intends to pursue his term of office. The President reports the result of that meeting to the Board.
5.5 Resignation
5.5.1 Any director who wishes to resign his position must inform the Board thereof in writing. The resignation takes effect at the date of his letter or the date indicated by him.
5.5.2 A director who has resigned his position and who wishes to come back to the Board must assure the Board and the assembled members that he will be able to attend the meetings and perform the task assigned to him.
5.6 Premature ending of a term of office
The term of office of a director expires prematurely in such cases as death of said director, resignation, removal from office, or loss of qualifications required to exercise his mandate.
5.7 Vacancy
5.7.1 The directors may by a resolution fill any position rendered vacant for whatever the reason.
5.7.2 The replacing director remains in office until the end of his predecessor’s term.
5.8 Removal from office
5.8.1 Any director, following a serious breach of duty, can be removed from office by members present at a general meeting through a resolution adopted by a two-third majority. The director in question has the right to appeal and must be notified of the meeting within the time frame allowed to convene the other members.
5.8.2 When a board member is removed from office, he must be replaced at that very meeting if possible.
5.9 Remuneration
Directors, including the senior officers, receive no payment whatsoever for services rendered. The Board may by resolution determine the terms and conditions for reimbursement of travelling expenses incurred in the exercise of their duties.
5.10 Powers of the Board of directors
5.10.1 The Board of directors manages the affairs of the Association and exercises in its name all powers granted by law.
5.10.2 The Board may authorize all expenses necessary for the good functioning of the Association. It may by resolution hire employees and pay them a salary determined by the directors.
5.10.3 The Board may designate a person not related to the Association (secretary, treasurer) to assist the senior officers in the exercise of their mandate.
5.10.4 The Board may create any committee deemed necessary for its good functioning and that of the Association.
5.10.5 The Board may solicit and accept any donation and legacy for the purpose of promoting the objectives of the Association.
5.11 Compensation
By resolution adopted by the Board, any director, past or present, may be compensated by the Association for any costs and expenses incured by him following a lawsuit, civil, criminal or administrative, due to an act posed in the exercise of his mandate, save if the said director has willingly committed a grave error or posed a fraudilous or grossly negligent act. In order to repay such fees the Association may take out an insurance to protect its directors.
5.12 Meetings and convening
5.12.1 The Board of directors meets as it deems necessary, but at least twice a year according to a timetable determined by the directors.
5.12.2 Meetings of the Board are convened by the secretary or the president by means of a notice sent via post or any other means of communication. The notice indicates the place, date and time of the meeting, along with the agenda.
5.12.3 The notice convening a meeting of the Board is sent to the directors no fewer than ten days before the meeting.
5.12.4 Meetings of the Board are held at the head office or any other place determined by the directors.
5.12.5 A director may participate in a meeting of the Board by means of the telephone, and in that case is considered to have been present at the meeting.
5.13 Quorum and voting
5.13.1 The quorum required for a meeting of the Board is that of the absolute majority (50% + 1) and must remain so for the whole duration of the meeting.
5.13.2 Any director has the right to vote and any issue put before the Board is decided by the vote of a majority of the attending directors. In the event of a tie the president casts the deciding vote.
5.14 Resolutions taken outside of meetings
Any resolution in writing signed by all directors is as valid as if adopted at a meeting of the Board. As well, the directors may give their approval by letter, e-mail or fax. Those documents must be filed with the minutes of proceedings.
5.15 Committees
Committees created by virtue of clause 5.10.4 can be temporary or permanent. Members of said committees may or may not be chosen among the directors; they must comply with the directions of the Board and provide the directors with a report on the progress of their task. The President of the Association is member ex officio of any committee created by the Board.
5.16 Guidelines
The Board produces a set of guidelines for the benefit of the directors.
CHAPTER 6 – SENIOR OFFICERS
6.1 Composition
There are five (5) senior officers: the president, two (2) vice-presidents, the secretary and the treasurer.
6.2 Term of office
Senior officers remain in office until their successors are chosen by the next Board of directors, subject to the Board’s privilege to replace any senior officer in the course of his mandate for any valid reason.
6.3 Vacancy
The Board of directors may fill any vacant senior position by choosing among its members.
6.4 Meetings of senior officers
6.4.1 Senior officers meet as often as deemed necessary for the affairs of the Association. In the event of an emergency the notice convening a meeting must be sent at least twenty-four (24) hours before the date of the meeting.
6.4.2 The quorum required for a meeting of senior officers is set at the absolute majority (50% + 1).
6.4.3 Meetings of senior officers follow the same procedure as that established for meetings of the Board with the required adjustments.
6.5 President
The President is the chief director of the Association. He presides all meetings of the Board, of the senior officers and general meetings. He supervises, manages and guides the activities of the Association. He signs all pertinent documents and carries on the duties pertaining to his position.
6.6 Vice-presidents
The Vice-presidents execute all powers and tasks given to them by the Board or by the President. In the event that the President is absent or incapacitated the first Vice-president, with the collaboration of the Board, exercises the powers of the president and carries on his duties.
6.7 Secretary
The task of the secretary is to draft any notice convening a meeting and forward it to the members affected. He records the minutes of all meetings (Board, senior officers, and general meetings) and sees that all pertinent documents be sent to the archives.
6.8 Treasurer
The treasurer is entrusted with the finances of the Association. He deposits the monies and other values to its name and credit at the financial institute designated by the Board by resolution. As requested by the Board, he gives report of the financial situation of the Association, and of all transactions taken by him as treasurer. He drafts, maintains, keeps or sees to the conservation of accounting documents and registers. He prepares the yearly financial statement and forwards it to the Board of directors and to the designated auditor. He signs any contract or any document requiring his signature.
6.9 Delegation of powers
In the event of prolonged absenteeism of a senior officer, or for any other valid reason, the Board of directors may by resolution entrust another director with the powers and duties of said senior officer.
CHAPTER 7 - OTHER POSITIONS
7.1 Archivist
The archivist is appointed by the Board and may or may not be part thereof. His duties consist in classifying all documents, films, photos, newspaper clippings, which are remitted to him by the members of the Board at the end of their mandate, then turning over those items into the Association’s archives. These archives may eventually be deposited with the Archives nationales du Québec.
7.2 Genealogist
The genealogist may or may not necessarily be part of the Board. He is responsible for the preparation and compilation of the Dictionnaire généalogique of the Association. He sets up the data bank and keeps it up to date. He has charge of the kiosk on genealogy during the annual meetings and supplies information to the members as to their ancestry.
7.3 Regional representative
The regional representative is empowered by the Board but may or may not be part thereof. He is the liaison between the Association and the Perrons in his region. With the help of his committee he endeavours to make the Association known to them and they to the Association by means of regional activities. He helps recruit members and pursues any other task that the Board may entrust to him.
CHAPTER 8 - FINANCIAL PROVISIONS
8.1 Financial period
The Association’s financial period begins on May 1st and ends on the 30th of April following.
8.2 Signatories
Every cheque, note, bill invoice or other document pertaining to the finances of the Association must bear the signature of two (2) directors; of necessity one of these must be the Ttreasurer.
8.3 Auditor
The members appoint the auditor during the annual meeting. He must not be part of the board of directors.
8.4 Financial statement
At the end of the financial period the financial statement of the Association is distributed to the members in good standing present at the annual meeting.
CHAPTER 9 – BY-LAWS
9.1 Adopting of by-laws
9.1.1 The Board of directors has the power to adopt any by-law judged necessary save in cases when a two-thirds majority vote of those members present at a special meeting is required.
9.1.2 Any by-law adopted by the Board of directors becomes valid on said date. However in order to remain valid it must be ratified by the members present at the next annual meeting.
9.2 Amendments
9.2.1 The Board of directors has the power to modify or annul any by-law as judged necessary.
9.2.2 Notice of any amendment passed by the directors and the wording of said amendment must reach all members in good-standing at least thirty (30) days before the date of the annual meeting.
9.2.3 Any request for modifying the extant by-laws must be in writing and bear the signatures of three (3) members in good-standing of the Association; it must reach the Secretary’s office not fewer than sixty (60) days before the end of the financial period in order to be studied by the Board and included in the agenda of the following annual meeting.
CHAPTER 10 – DISSOLUTION
10.1 Dissolution
In the event that the Association des familles Perron d’Amérique were to be dissolved all its property, once total payment of its debts and obligations has been made, is to be transferred to a non-profit organization exercising the same objectives as AFPA.
N. B. In any case of dispute over any interpretation of this translation of the by-laws the text in French shall be considered the sole official and valid version.
Translation: M. René Péron (35)