Ratified by the Association of Heritage Industries Council at the AGM, 
held on November 2, 2007.

1.0 Name

1. The name of the association is Association of Heritage Industries Inc.

2.0 Address

2. The registered office in Newfoundland is to be situated in St. John’s at
   the following address: 

   PO Box 2064, 
   Station C
   St John’s, Newfoundland
   A1C 5R6

3.0 Mission & Activities

3.1 The mission of the Association is to promote the growth and development of the heritage industries in Newfoundland and Labrador by working to create awareness and understanding of the sector among the public, educational institutions, the private sector, government and others concerned with the heritage of our province. AHI will provide a strong and public voice on behalf of accepted heritage values and principles.  The Association will assist members and others concerned with the heritage 
of our province in achieving their goals through the promotion of sound planning, an understanding of accepted ethics and principles and by 
other practical means. 

3.2 The Association is established for and shall restrict itself to such activities as in its opinion, directly or indirectly, furthers the following purposes: 

 a) promote heritage industries in Newfoundland and Labrador
 b) raise awareness of heritage among the public, government and institutions
 c) act as an advocate for heritage
 d) assist members in meeting general heritage goals
 e) facilitate communication between member organizations

3.3. Provided that the association shall not undertake any activities that would result in the revocation of its registration as a charity or as a public foundation for the purposes of the Income Tax Act, the Association:

a) shall not permit its directors, trustees, officers, members of the council 
or employees to be comprised so that a majority of the same are related 
or do not deal at arms length;

b) shall not make non-qualified investment as defined by Section 149 of 
the Income Tax Act.

4.0 Share Capital & Financial

4.1 The corporation has no authorized share capital

4.2 The corporation is to be carried on without pecuniary gain to its members

4.3 Any profits or other accretions to the corporation are to be used only 
in furthering its undertaking

4.4 Upon the incorporation of the corporation each first director or member
of the council becomes a member thereof.

4.5 Upon dissolution of the corporation and after payment of all its debts 
and liabilities, all remaining property shall be distributed or disposed of 
to organizations in the Province which are constituent members of the corporation, the undertaking of which is charitable or beneficial to the community.

5.0 The Association

5.1 a) The Association shall consist of at least three of the following founding, membership based organizations: 

   the Newfoundland Historical Society;
   the Newfoundland Historic Trust;
   the Museum Association of Newfoundland and Labrador;
   the Association of Newfoundland and Labrador Archives;
   the Family History Society of Newfoundland and Labrador.

b) The Association shall also consist of other organizations with a 
province wide mandate that are directly involved in some aspect of 
heritage preservation and/or promotion but are not necessarily 
membership based.

6.0The Council

6.1 The Council shall act as the board of directors of the Association 
and will conduct the business of the Association. The Council is deemed 
to be representative of founding, ex-officio, at-large and other member organizations.

a) Each of the founding member organizations may appoint two persons 
as councillors.

b) Each of the other organizations may appoint one person as councillor.

c) The Council may appoint up to six additional persons to serve as 
at-large members of the council. 

d) The council will aim to have province wide representation at meetings. 

e) The council may appoint persons to be ex officio councillors.

f) The council shall consist of no less than 6 and no more than 25 
persons.

6.2 The council may recommend to the annual general meeting that a heritage organization with a province wide mandate become a member 
of the association.

6.3 Councillors are appointed for a term of one year.  Councillors and at-large members of the council may be reappointed by the council.

6.4 The annual fee for membership will be determined by the council.

7.0 Council Officers

7.1 The officers of the council shall be a chair person, a vice-chair person,
a treasurer and a secretary.

7.2 The officers of the council shall be elected by the members of the council.

8.0 Reimbursement of Expenses

8.1 No member of council shall be remunerated for being or acting as a member of council but shall be reimbursed for all approved expenses incurred while engaged in the affairs of the association.

9.0 Quorum

9.1 A quorum for a meeting of the council is defined as the lesser of 50% plus one or six members of the council membership.

10.0 Annual General Meeting & Special Meetings

10.1 Annual General Meeting:

a) The Annual General Meeting of the Association shall be held at such
time and place as may be determined by the council. 

b) Each Annual General Meeting shall be held at least once in every calendar year and not more than fifteen months after the last preceding Annual General Meeting.

c) Notice of an Annual General Meeting of the Association shall be given 
in writing or electronic form to all members of the Association six weeks 
in advance of the meeting.

d) A quorum for an annual general meeting is 6 Councillors representing 
at least three member organizations.

e) Each founding member organization has two votes per resolution; 
each other member organization and at-large member (organization) 
has one vote per resolution.

f) Ex-officio members may not vote on any resolution.

g) Member organizations will determine who, from their respective organizations, will be given the vote proxy/proxies.

10.2 The council may at any time call a Special Meeting of members. 

11.0 By-laws & Amendments

11.1 The council may make by-laws and policies as required to fulfill its mission.

11.2 By-laws of the Association must be confirmed by at least 2/3 of 
the votes cast at an Annual General Meeting or Special Meeting of the members called for that purpose.

11.3 Amendments to the constitution of the association must be 
confirmed by at least 2/3 of the votes cast at an Annual General 
Meeting or Special Meeting of the members called for that purpose.

12.0 Appointment of Auditor

12.1 An auditor shall be appointed at each Annual General Meeting to 
hold office until the next fiscal year. In the event of the resignation of an auditor during the year, Council shall appoint an interim auditor to hold 
office until the end of the fiscal year.