Constitution

1. Name of the Charitable Corporation

1.1 The name of the Charitable Corporation shall be the "Newfoundland Pony Society" and will thereafter be referred to as the Society.

2. Objects

2.1 To protect and preserve the Newfoundland Pony.

2.2 To identify, select and care for breeding stock.

2.3 To provide assistance, as possible, to sanctuaries and recognized groups which help preserve the Newfoundland Pony.

2.4 To inspect and appraise colts.

2.5 To maintain a registry and encourage registration of qualified stock and foals.

2.6 To supply advisory assistance to breeders and owners.

2.7 To promote interest in the pony and emphasize its value.

2.8 To help, as possible, find adoptive and/or foster homes for displaced or otherwise needy ponies.

2.9 To propose standards which conform to the pony in its established form and not change these standards to conform with other ideals which do not relate to the established pony.

2.10 To serve as the society designated under the Heritage Animals Act (Newfoundland) and to fulfill those objectives identified in that Act. The Heritage Animals Act Newfoundland) is available on the web at www.assembly.nl.ca/legislation/sr/statutes/h02-1.htm. The Newfoundland Pony Designation Order is available at www.assembly.nl.ca/Legislation/sr/Regulations/rc970114.htm.

2.11 To support through co-operation, breeders and owners in their unified effort to seek incorporation under the Animal Pedigree Act of Canada for the purpose of attaining breed status (purebred) for the Newfoundland Pony.

2.12 To affiliate, when suitable, with other organizations that have similar or complementary objectives.

2.13 To promote membership in the Society and the Society itself.

2.14 To publish newsletters, circulars and other promotional or informational materials that further the objectives of the Society.

2.15 To otherwise promote the interests of the Society and the Newfoundland Pony in ways agreeable to the membership.

PROVIDED THAT THE CORPORATION

Income Tax Act (Canada)

BY-LAWS OF THE NEWFOUNDLAND PONY SOCIETY

1. Membership

1.1 a. Any person or corporation is eligible for membership in the Society subject to the approval of the Society's Executive Council. Upon applying, the person or corporation will be assessed a membership fee as established under subsection (b);

1.1 b. the yearly (January 1 - December 31) membership fees shall be determined or amended at any General Meeting of the Society and will be published in the Society's newsletter.

1.2 Membership may be in one of the following forms:

1.2 a. "Full member" being an adult resident of Canada who has paid the appropriate membership fee. Full members only shall have the right to vote and hold office. All references to "members" in this Constitution shall refer to "full members" only unless otherwise stated. At the discretion of the Executive Council or vote of the Society, a non-resident of Canada may be granted full membership rights;
The "Full member" membership includes the following types:
"Single Adult" - person over the age of 18 years.
"Family" - reduced fee offering for two adults living in the same household. Each adult has the right to vote and hold office.

1.2 b. "Supporting member" being any person or group who wishes to join the Society for the purposes of supporting its activities and receiving its newsletters but does not wish to be involved in the actual workings of the Society. A supporting member does not have voting privileges and cannot hold office;
The "Supporting member" membership includes the following types:
"Single Adult" - person over the age of 18 years.
"Family/Group" - reduced fee offering for a family living in the same household or recognized groups such as a Girl Guide troop, school group, 4H club, etc.

1.2 c. "Honorary member" being someone who is acknowledged by the Executive of the Society and/or the membership as having contributed significantly towards the objectives of the Society and for which work special recognition is worthy. Such designation may be either for a single year or any length of time established by the Council or membership. There is no membership fee for an Honorary Member, an Honorary Member does not have voting privileges and cannot hold office unless so designated by the Council or the Society;

1.3 Membership, and those rights and privileges inherent in membership, are not transferable in any form.

1.4 The Council of the Society may suspend and/or remove or refuse membership to anyone for failing to observe the Constitution of the Society or for other conduct that is considered by the Council to be derogatory to the character, or prejudiced to the interests of the Society. Such a decision to terminate or refuse membership shall be done by a resolution passed by at least a two-thirds majority of the Council. Such a resolution shall be sent at least fourteen days in advance to the member in question who shall be thereby entitled to respond to the concerns expressed in the resolution.

2. Registration

2.1 The generalized list of standards that conform to the breed shall be met before a pony can be listed as a Newfoundland Pony. These Standards are as follows:

2.2 These standards may vary in the event that a more detailed survey of the breed carried out at a later date shows evidence of any discrepancy.

2.3 All ponies listed should meet conformation requirements as set down or as added or amended at a later date. Foundation stock (i.e. entered in the Open Stud Book) must demonstrate and/or document ancestry to the Newfoundland Pony, acceptable to the Society.

2.4 The stud book will be open for a number of years for initial listings of stock meeting the Society's requirements.

2.5 The progeny of the above foundation stock shall be registerable, but colts shall be subject to inspection by the Society before their third year to ensure they meet the requirements.

2.6 All colts over 2 years of age to be listed in the Open Stud Book for breeding must be inspected by the Society to ensure they meet the requirements.

2.7 After closure of the Stud Book, the registration of progeny of registered stock shall require a statement from the breeder that the animal is free of any evident defect.

2.8 After closure of the Stud Book to all animals except progeny of registered stock, any unregistered animal, before being granted registration, shall be inspected for conformation and other characteristics and be certified free of serious congenital defect. This inspection shall be undertaken by two (2) members appointed by the Council and a veterinarian licensed by the Newfoundland and Labrador Veterinary Licensing Board.

2.9 After closure of the Stud Book, colts which are progeny of registered stock and stock to be registered for breeding purposes, shall be examined between the ages of two (2) and three (3) years and be certified free of known hereditary defects by a veterinarian licensed by the Newfoundland and Labrador Veterinary Licensing Board.

2.10 Any animal found with congenital or hereditary defects may have its registration revoked or refused.

2.11 The Society may establish a Veterinary Committee to advise on matters relating to the general health and welfare of registered stock.

2.12 Standard for classes to be shown at shows is to be decided by the Council.

2.13 The Registrar is to be notified of any transfer of ownership within 60 days of the change. The notification and the payment of the associated Transfer Fee are the responsibility of the seller or, in the case of a gift, the person giving the pony.

2.14 Registration fees and their categories shall be determined by the Council and are subject to change at the discretion of the Council.

3. Executive Officers and Executive Council

3.1 The Society may have from a minimum of 5 to a maximum of 10 Executive Officers (hereinafter referred to as Officers): a President, Vice President, Past President, Secretary, Membership Secretary, Treasurer, Registrar, and three Members at Large.

3.2 An Executive Committee (hereinafter referred to as the Committee) shall exist made up of the Officers.

3.3 The annual term of office for Council members shall coincide with the fiscal and membership year (i.e. begin Jan. 1 and end on Dec. 31).

4. Election of Officers

4.1 Election of Officers shall be conducted by mail in secret ballot.

(a) Only Full members in good standing as of June 30 of the election year shall be entitled to cast a ballot in the election of officers.

(b) A voting package for the Election of Officers shall be dispatched to Full members in good standing by NPS on September 15 in any year of an election.

(c) The part thereof, as instructed in the voting package, must be returned to the address as instructed in the voting package, and received no later than the fifteenth (15th) day of October of the same year.

(d) Mail in secret ballots shall be opened and counted by an unpartisan scrutineer chosen by the NPS Council, at a time and place determined by the Council.

(e) An election is won by a simple majority of ballots cast. The number of eligible ballots cast must total 1/5 the number of voting members or 25 voting members, whichever is the lesser.

(f) Election results shall be announced at the Annual General Meeting of The Newfoundland Pony Society and shall be published in the edition of the Newsletter following the Annual General Meeting.

(g) Voting by proxy is not permitted for the Election of Officers.

4.2 The term of office for the President, Treasurer, Registrar and one of the Councilor at Large positions is 2 years. All other positions are 1 year.

4.3 All officers are eligible for reelection.

4.4 No more than two members of the same immediate family shall serve on the Council. Immediate family includes members' spouse and children.

4.5 Nominations for Officers shall be made by full members only and must have a seconder who is also a full member.

a) Only full members in good standing as of June 30 of the election year shall be entitled to nominate.

(b) Only full members in good standing as of June 30 of the election year shall be entitled to second a nomination.

(c) Only full members in good standing as of June 30 of the election year shall be entitled to be nominated and accept nomination.

(d) Nomination, seconding of nomination and acceptance of nomination for election of Officers shall be received in writing (sent by post or email) by the Chair of the NPS Nominating Committee, (name and contact information of the Chair to be published in the June edition of NPS Newsletter) on or before the first (1st) day of September in any year of election.

(e) In the event only one nomination for a Council position is received by the first (1st ) day of September of the election year, the nominee will be acclaimed and there will be no election for that position. An announcement of positions won by acclamation will be made at the Annual General Meeting.

4.6 Replaced by 4.1 (g).

4.7 Replace by 4.1 (e).

4.8 If an executive position is vacated between Annual General Meetings, the Council will fill that

position at their discretion and account to members for the decision at the next General or Annual

General Meeting of the Society.

5. Duties of Officers

5.1 The President will normally chair all meetings of the Society, is an ex-officio member of all Society Committees and is one of the signing authorities of the Society (see Clause 8.1).

5.2 In the absence of the President the Vice President will assume those responsibilities identified in Clause 5.1 and is a signing authority of the Society (see Clause 8.1).

5.3 In the absence of the President and the Vice-President, the Past President will assume those responsibilities outlined in 5.1.

5.4 The Secretary shall:

4. Dispatch to Full members in good standing a voting package for the Election of Officers

on September fifteenth (15th) in any year of an election.

5.5 The Membership Secretary shall maintain membership/donor lists and information.

5.6 The Treasurer shall:

5.7 The Registrar shall be responsible for maintaining the Registry of Newfoundland Ponies.

5.8 The Newsletter Editor shall be responsible for the publication of the Society's newsletter.

5.9 At least one Executive Officer shall be a member of each committee of the Society.

5.10 Officers may be assigned other duties from time to time as agreed upon by the Council or at a meeting of members.

5.11 All minute books of the Society and Council are open to inspection by members providing reasonable notice of interest has been given.

6. Meeting of the Society

6.1 The Council shall convene an Annual General Meeting every year at a time and place in Newfoundland and Labrador as decided by the Council for the purpose of:

1. Welcoming new members;
2. Announcing results of the Election of Officers;
3. Presenting a financial statement;
4. Accounting for the activities of the Council;
5. Amending the Constitution;
6. Presenting the work of committees;
7. Providing an opportunity to meet owners/breeders of Newfoundland Ponies and other members of the Society;
8. Discussing issues of concern to members;
9. Providing direction to Council for the upcoming year.

6.2 Notice of the time, place and date of Annual General Meetings is to be circulated at least 30 days prior to the date of the meeting; any resolutions, Constitutional amendments, financial statements or other information relevant to the meeting shall be circulated at the time of notification.

6.3 A quorum for the purpose of amending the Constitution or passing resolutions shall be 1/5 the number of voting members or 25 voting members, whichever is the lesser number.

6.4 General or Special meetings may be called by the Council or at the request of any five members with 15 days notice given to members. All activities held at Annual General Meetings with the exception of announcing results of the Election of Officers may be carried out at General or Special Meetings, with the same quorum provisions applying as in Clause 6.3

6.5 Executive meetings may be held in person or by phone conference as deemed necessary by the Council. A quorum for an Executive meeting shall be a majority of Council members.

6.6 Voting at General or Annual General Meetings will be carried out by a show of hands, or by

secret ballot if 2/3’s of those voting members present so decide. Voting by proxy can be arranged if

a signed and completed official proxy form, titled NPS Proxy Form - Voting Ballot for Resolutions

and Constitution Amendments, is received by post, email (scanned due to signature requirement)

or fax by Council 24 hours prior to the meeting, or is delivered to Council at the meeting.

7. Committees

7.1 The Society and/or Council shall establish those committees deemed appropriate for the advancement of the objectives of the Society. All committees are answerable to the Society through the Council.

7.2 Membership in committees, other than as defined in Clauses 5.1 and 5.9 is at the discretion of the Society.

7.3 Council may delegate those of the activities that it sees appropriate to a committee.

8. Finances

8.1 The Society shall maintain a bank account with two signatures required for all cheques, these being the Treasurer and either the President or Vice President (unless otherwise designated by Council.)

8.2 Any income or property of the Society shall be applied solely towards promotion of the objects of the Society, no part or portion shall be paid or conveyed in any way, by dividend, bonus or otherwise as profit to any member of the Society. However, payment can be made in good faith to any member of the Society for actual services rendered or for any prize or premium to any exhibitor at a show who may be a member of the Society.

8.3 True recorded accounts of the sums of money received and expended shall be maintained by the Society. Such records of receipts and expenditures, property, credits and liabilities of the Society shall be open to inspection by any member subject to reasonable time or other restrictions placed by the Society.

8.4 On an annual basis the corporation's financial statements shall be reviewed by a public accountant. The financial statements shall be presented to members at an annual meeting.

8.5 The funds of the Society shall be applied as follows:

8.6 Finances shall be derived from membership, registration and any other sources decided upon by Council.

8.7 In the event that the Society should close up or dissolve, after all of its debts and liabilities have been satisfied, any remaining assets shall not be paid or distributed among members of the Society, rather it shall be transferred or given to another institution with objects similar to those of the Society at the determination of the members of the Society or by an arbiter appointed by the Sheriff where the office of the Society is situated.