STATUTES AND GENERAL BY- LAWS OF THE ASSOCIATION
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 2002-534).
The present document includes amendments that were adopted at the general meeting of 30 July 2006 (Resolution 2006-685), of 12 August 2007 (Resolution 2007-721), of 9 August 2015 (Resolution 2015-963), of 13 August 2017 (Resolution 2017-1018) and of 11 August 2019 (Resolution 2019-1104).
Federal Charter: Canada Corporation 842692-9
Provincial Charter: Registraire des Entreprises (QC) 1142414706
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 / Board member 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-
President and Secretary;
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 while respecting Bill 25;
• 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. The secretary has the safe-keeping of the seal.
1.5 Archives
One month after the annual gathering, all Board members and the heads of committees must hand over to the secretary any and all pertinent documents relating to their charge. The secretary submits all these documents to the Archivist.
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 a 40$ annual subscription.
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 Removal of a member
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 members to the Board once a year and, as the case may be, to remove from office any Board member 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 and vice- president or in the event that they 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 Application
4.1.1 The Board of Directors must, during its mandate, form a Nominating Committee made up of two (2) members, one of which must inevitably be a member of the Board.
4.1.2 Nominations from members are accepted provided that they are accompanied by the signature of two (2) members and are sent in writing to the Nominating Committee before the Annual General Meeting. The Nomination Application will be inserted in the spring edition of the bulletin.
4.1.3 The Nomination Committee must prepare a list of eligible candidates to serve as directors and respect the following criteria: the regional representation and the positions to be filled. The list must be submitted to the Board before the Annual General Meeting.
4.1.4 Candidates can also be accepted on the proposal of the members present at the Annual General Meeting at election time.
4.1.5 All proposed candidates must give their consent. Written consent is mandatory in the case of a candidate who is not present at the time of the elections.
4.2 Rules of procedure
4.2.1 The assembled members name a president of elections. (Please see the Annexes at the end of this document.)
4.2.2 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.
4.2.3 The president of elections chooses the scrutineers whose task consists of distributing, collecting and counting the ballots.
4.2.4 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.
4.2.5 Once the election period is over, the president invites the members of the Board to meet in order to choose the senior officers.
CHAPTER 5 - BOARD OF DIRECTORS
5.1 Composition
The Board is composed of seven (7) members: three (3) senior officers and four (4) directors. The senior officers are a president, a vice-president and a secretary.
5.2 Eligibility
All members of the AFPA can be elected to the Board. However, an individual who has been a member for less than a year, cannot hold a senior position (See Article 5.1).
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 member of the Board 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 Board member 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 Board member may be renewed. Three (3) Board members will be subject to election on even-numbered years and four (4) members on odd-numbered years.
5.4 Absenteeism
Any Board member 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 Board member 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 Board member 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 Board member expires prematurely in such cases as the death of said member, the resignation, the removal from office, or the loss of qualifications required to exercise his mandate.
5.7 Vacancy
5.7.1 The Board members may, by a resolution, fill any position rendered vacant for whatever reason.
5.7.2 The replacing Board member remains in office until the end of his predecessor’s term.
5.8 Removal from office
5.8.1 Any member of the Board, following a serious breach of duty, can be removed from office by the members present at a general meeting through a resolution adopted by a two-third majority. The Board member 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
Board members 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. This person, however, has no voting rights during the meetings of the Board.
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 Board member, past or present, may be compensated by the Association for any costs and expenses incurred by him following a lawsuit, civil, criminal or administrative, due to an act posed in the exercise of his mandate, unless the said Board member has willingly committed a grave error or posed a fraudulent or grossly negligent act. In order to repay such fees the Association may take out an insurance to protect its Board members.
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 Board members 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 Board members.
5.12.5 A Board member may participate in a meeting of the Board by means of the telephone or an internet link 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 meetings of the Board is that of the absolute majority (50% + 1) and remain so for the whole duration of the meeting.
5.13.2 Any Board member has the right to vote and any issue put before the Board is decided by the vote of a majority of the attending members. 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 Board members is as valid as if adopted at a meeting of the Board. As well, the members of the Board may give their approval by letter, e-mail or fax. Those documents must be filed with the minutes of the 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 members of the Board; they must comply with the directions of the Board and provide the Board 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 Board members.
CHAPTER 6 – DEFINITION OF THE RESPONSABILITIES OF THE SENIOR OFFICERS
6.1 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.
6.2 Vice-president
The Vice-president executes all powers and tasks given to him by the Board or by the President. In the event that the President is absent or incapacitated, the Vice-president, with the collaboration of the Board, exercises the powers of the president and carries on his duties.
6.3 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 compiles them in a register. He insures that all pertinent documents are sent to the Archives.
6.4 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.
6.5 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 Board member 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 participates in the preparation and compilation of the Genealogical Dictionary of the Association and keeps the database up-to-date. He is in charge of the kiosk on genealogy during the annual meetings and supplies members with information 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) Board members; of necessity one of these must be the Treasurer.
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 report on the financial statement of the Association will be made available to the members in the bulletin preceding the Annual General Meeting. Once the report has been approved by the auditor, it will be adopted by the Board and proposed at the Annual General Meeting.
CHAPTER 9 – BY-LAWS
9.1 Adoption 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 After careful examination of the By-laws, all modifications to the By-laws adopted by the Board as well as the wording of these amendments must be published in the summer edition of the bulletin and put on the agenda for the upcoming Annual General 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.
Procedures for the President of Elections
Annex - 1
In accordance with Article 347 of the Rules of Civil Procedure, the AFPA will publish, in the VUE DU PERRON edition preceding the Annual General Meeting:
·The agenda of its upcoming General Assembly
·The minutes of last year’s General Assembly
·The financial statement of the AFPA for the current year
Annex - 2
The Secretary of elections
The Board of Directors has chosen to retain its present secretary to fill this function. This is to avoid the potential loss of information and of decisions taken by the members.
Annex - 3
President of elections
Once the president has been chosen :
·he names the outgoing Board members;
·he asks if they would like to undertake another mandate; and
·he asks the Nominating Committee if they have received the names of candidates.
·Should there be a position or positions to be filled, the president asks the members at the meeting if there are any nominations.
·The president asks the nominees if they accept to be part of the new Board of Directors.
·The New Board members, accompanied by the president and the secretary of the present Board, retire to choose their senior officers.
·The president introduces the members of the new Board : president, vice-president, secretary and directors.
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)
Amendments made by Gabrielle Perron-Newman (313)
Modifications made on August 22, 2024.