This is to announce to Members that we will be considering the below Draft By-Laws for approval at the AGM in April. The revisions we submitted to Joint Stocks last year had been too simplified and some procedures were not in alignment with their requirements. This set has been reviewed and should gain approval. The biggest change is that Members now elect a Board of Directors (not Officers as we have been doing) and the Board appoints the Officers. This is in conformity with Joint Stocks regulations. Changes or corrections may be made from the floor at the AGM.
By-Laws – Tusket River Environmental Protection Association
Revision DRAFT 4/04/18
Definitions
1. In these by-laws:
(a)’Association’ means Tusket River Environmental Protection Association
(b) ‘Registrar’ means the Registrar of Joint Stock Companies appointed under the
Nova Scotia Companies Act.
(c) ‘Special Resolution’ means a resolution passed by not less than three-fourths of such Members entitled to vote as are present in person at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
(d) ‘Meeting’ means one of the following as defined further below.
d.1) Board Meeting
d.2) Special Meeting
d.3) Annual General Meeting
Membership Rights and Responsibilities
2. The Association is ultimately accountable to the Members of the Association.
3. Every Member is entitled to attend any meeting of the Association.
4. Every Member may vote at Special and Annual General meetings of the Association.
5. A Member may be of any age. A Member of age eighteen (18) or older is entitled to hold any Office or be a Director.
6. Membership in the Association shall consist of:
(a) the minimum of 5 subscribers to the Memorandum of Association.
(b) those who support the Objects of the Association.
(c) those who agree to their names being placed on a list used to inform Members of meetings and events, and to distribute Association information. Such list can be a computer file, hard copy or e-mail.
(d) those who pay an annual fee in an amount to be determined by the Association
7. Membership in the Association is not transferable.
8. Membership in the Association shall cease:
(a) upon death. or
(b)if the Member resigns by written notice to the Association. or
(c) if the Member ceases to qualify for Membership in accordance with these bylaws, or
(d) if. by a vote of the majority of the Members of the Association or a majority vote of the Directors of the Association at a meeting duly called and for which notice of the proposed action has been given, the Member’s Membership in the Association has been terminated
9. The Members may repeal, amend or add to these by-laws by a special resolution. No by-law or amendment to by-laws shall take effect until the Registrar approves of it
10. No funds of the Association shall be paid to or be available for the personal benefit of any Member.
Member’s Meetings
11. Every Member, subject to by-law 4, shall have one vote and no more and there
shall not be proxy voting
12. A special meeting of the Members may be held at any time and shall be called:
(a) if requested by an Officer of the Association
(b) if requested by a majority of the Directors, or
(c) if requested in writing by 10 of the Members.
13. If a special meeting is required the Secretary shall then notify the Membership of the special meeting.
The notice must:
(a) specify the date, place and time of the meeting,
(b) be given to the Members seven (7) days prior to the meeting.
(c) be given to the Members by newsletters, newspapers, television, radio, e-mail,
telephone, social media or other means.
(d) specify the nature of business.
(e) the non-receipt of notice by any Member shall not invalidate the proceedings.
14. An annual general meeting shall be held each year within sixty (60) calendar days after the close of the fiscal year. Notice is required which must:
(a) specify the date. place and time of the meeting.
(b) be given to the Members fourteen (14) days prior to the meeting,
(c) be given to the Members by newsletters, newspapers, television, radio, e-mail,
telephone, social media or other means.
(d) specify the intention to propose a special resolution. and
(e) the non-receipt of notice by any Member shall not invalidate the proceedings.
15. At the annual general meeting of the Association the following items of business shall be dealt with and shall be deemed ordinary business and all other business transacted shall be deemed special business:
(a) minutes of the previous annual general meeting.
(b) consideration of the annual report of the Prersident.
(c) consideration of the annual financial report of the Association.
(d) election of Directors.
16. Quorum shall consist of 6 Members. No business shall be conducted at any
meeting unless a quorum is present to open the meeting and, upon request, before any vote.
17. (a) If a meeting is convened as per by-law 12(a) or 12(b) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be adjourned to such time and place as a majority of the Members present shall decide. Notice of the new meeting shall be given and at the adjourned meeting the Members present shall constitute quorum only for the purpose of winding up the Association.
(b) If a meeting is convened at the request of the Members as per by-law 12(c) and quorum is not present within one-half hour from the time appointed for the meeting. it shall be dissolved.
18. The President, or in his/her absence, the Vice-President, or in the absence of both of them, any Member appointed from among those present, shall preside as Chair at meetings.
19 The Chair may, with the consent of the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the Members.
20. At any meeting a declaration by the Chair that a resolution has been carried is sufficient unless a poll is demanded by at least three Members. If a poll is demanded it shall be held by show of hands or by secret ballot as the Chair may decide.
Directors
21. Any member of the society shall be eligible to be elected a Director of the Society and a Director of the society shall be a member.
22. The number of Directors shall at least five (5) but no more than fifteen (15). The subscribers to the Memorandum of Association of the Society shall be the first Directors of the Society.
23. Directors shall retire from office at the end of each annual general meeting at which their
successors are elected. Retiring Directors shall be eligible for re-election. Directors shall be
elected to two year terms with one-half of Directors elected each year. In the case of odd numbers the majority shall be maintained.
24. If a Director resigns his/her office or ceases to be a member in the Society, his/her term as Director shall be vacated until such time as the Members may nominate and elect a replacement or new Director.
25. The members may, by special resolution, remove any Director and appoint another person to complete the term of office.
26. The management of the Association is the responsibility of the Board of Directors which includes the Officers.
27. The Directors may engage a non-voting Executive Director or other employee(s) and determine responsibilities and renumeration.
28. The Directors may appoint committees as they see fit.
Directors’ Meetings
29. The Board of Directors shall meet no less than ten (10) times each year.
30. Board meetings are generally held monthly (weather permitting), or as called by the Officers, and include the Board of Directors, Members who may wish to attend, and Guests by invitation or agreement of Board Members. The Directors of the Association shall be entitled to full voting powers with the exception of the Chair who shall cast a vote only in the event of a tie vote.
31. Quorum shall consist of six (6) of the Directors. No business shall be conducted at any meeting of the Board of Directors unless a quorum is present to open the meeting, and, upon request, before any vote.
32. Directors who have, or could reasonably be seen to have, a conflict of interest have a requirement to declare this interest.
The declaration should be made to:
(a) the present Board upon nomination, and
(b) if serving as a Director, when the possibility of a conflict is realized.
33. A conflict of interest does not prevent a Member from serving as a Director provided the Director withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.
Officers
34. The officers shall be elected by the directors and shall be a President, a Vice-President, a
Treasurer and a Corporate Secretary and shall be elected at the first Board of Directors meeting after the Annual General Meeting.
35. As general policy the Officers are expected to serve their position for a period of two years.
36. The duties of the Officers are:
36.1 Duties of the Past President
The immediate Past President may attend all meetings and shall be available for consultation with the President and other members of the Board of Directors.
36.2 Duties of the President
(a) The President shall be the Chairperson of the association and shall preside over all meetings of the association.
(b) The President shall be responsible for the overall operation of the association and shall perform such duties as usually pertain to this office.
(c) The President has the authority to appoint committees.
(d) The President has the authority to call emergency Board of Directors meetings.
36.3 Duties of Vice-President
(a) The Vice-President shall take over, as required, the duties of the President in his/ her absence or at his/her request.
(b) Assume the duties of the President in his/her absence.
(c) Carry out Association duties at the request of the President and/or the Board of Directors.
36.4 Duties of the Secretary
(a) The Secretary shall prepare the minutes of the association, shall carry out all correspondence, shall keep all books and records with the exception of the financial books, and shall maintain an up-to-date letter file.
(b) The Secretary shall be responsible for the distribution of the minutes of the last meeting and the new agenda to each Board Member at least three days in advance of the next Board of Directors meeting. E-Mail is satisfactory distribution.
(c) The minutes prepared by the Secretary shall record all motions, action items and reports and shall not include any unclear or unresolved comments.
(d) The Secretary shall keep the original hardcopy of the Minutes, Agenda & Attachments in the Minute binder.
(e) The Secretary shall maintain a membership list including records of founding members (where available) and present dues paying members.
(f) The Secretary shall send a form letter (e-mail) welcoming each new member.
(g) The Secretary shall issue tax creditable receipts.
(h) The Secretary shall submit the names and addresses of all new Officers and Directors to the Registrar of Joint Stocks within 14 days of the Annual General Meeting.
(i) The Secretary shall be responsible for filing all Tusket River Environmental protection Association Mail and publications, including e-mail.
(j) The Secretary shall have custody and use of the Seal, if any, which may be affixed to any document upon resolution of the board of Directors.
36.5 Duties of the Treasurer
(a) The treasurer shall receive all monies of the association and deposit same in a financial institution and shall be responsible for all Tusket River Environmental Protection Association monies and banking.
(b) Two accounts shall be maintained – one checking account and one savings account with automatic transfer of funds to the checking account.
(c) All bills which are supported by receipts will be paid by check. The signing officers shall be any two of the following four—the President, Vice President, Secretary, or Treasurer.
(d) The Treasurer shall present a treasurer’s report at each Board Meeting and at other times if requested by the Executive. A complete financial statement of the past year shall be presented at each Annual General Meeting.
(e) The Treasurer shall prepare the annual budget of the Association and shall submit for Board of Directors approval at the meeting before the Annual General Meeting.
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(f) The Treasurer shall notify Revenue Canada Charities Division of any Tusket River Environmental Protection Association revisions which are required to be in compliance with the conditions of the Association’s Registered Charitable status and shall advise the CRA of the new slate of officers following each Annual General Meeting.
(g) The Treasurer shall pay annual membership dues for those organizations requesting same with the annual approval of the Board of Directors.
Finances
37. The Fiscal year end of the Association shall be the last day of March.
38. The Directors shall annually present to the Members a written report on the financial position of the Association. The report shall be in the form of:
(a) a balance sheet showing its assets, liabilities and equity, and
(b) a statement of its income and expenditure in the preceding fiscal year.
39. A copy of the financial report shall be signed by two Directors. A review of the books by the Officers and Board of Directors is considered to be sufficient review of financial transactions.
40. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting.
41. The Association may only borrow money as approved by a special resolution of the Members.
The Members may inspect the annual financIal statements and minutes of Membership and Directors meetings at the registered office (300 Main Street, Yarmouth, NS, B5A 1E4 at present) office of the Society with one week’s notice. All other books and records of the Association may be inspected by any Member at any reasonable time within two days prior to the annual general meeting at he same location.
43. Directors and officers shall serve without remuneration and shall not receive any profit from their positions. However, a Director or Officer may be reimbursed for expenses incurred in the performance of his/her duties.
44. The Association shall not make loans, guarantee loans or advance funds to any Director.