By-Laws of THE GENEALOGICAL ASSOCIATION OF NOVA SCOTIA
(Approved at the Annual General Meeting on 2 May 1998, corrected by the Executive 17 November 1998, revised at Annual General Meetings on 3 June 2000, 11 May 2002, 14 May 2011, 7 May 2015, 13 May 2017 and 12 May, 2018.)
TABLE OF CONTENTS
1. ARTICLE I: Definitions
2. ARTICLE II: Objectives of the Association
3. ARTICLE III: Rules of Order
4. ARTICLE IV: Membership
a. Categories of Membership
b. Benefits, Rights, Powers, and Responsibilities of Membership
c. Cessation of Membership
5. ARTICLE V: General Meetings
6. ARTICLE VI: Executive Members and Their Duties
7. ARTICLE VII: Executive Meetings
8. ARTICLE VIII: Committees
9. ARTICLE IX: Signing Officers
10. ARTICLE X: Finances
11. ARTICLE XI: Regulatory Requirements
12. ARTICLE XII: Amendments
ARTICLE I: DEFINITIONS
In these By-Laws:
a. “Association” means Genealogical Association of Nova Scotia.
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 members entitled to vote that are present in person at a General Meeting of which notice specifying the intention to propose the special resolution has been given.
d. “Fiscal Year” means from April 1st to March 31st of the following year.
e. “Membership year” means the calendar year.
f. “Executive” means the elected officers of the Association.
g. “Societies Act” means the Nova Scotia Societies Act, R.S. c. 435, s. 1.
h. “General Meeting” means a meeting of the general membership.
i. “Special Meeting” means a general meeting of the membership called for a specific purpose, under the terms of Article IV, clause 7.
j. “Member,” being capitalized, means member of the Association.
k. “Standing Committee” means a committee established by the Executive or General Membership that is meant to be permanent.
l. “Ad hoc Committee” means a committee established by the Executive or the General Membership for a specific, time limited purpose.
m. “Member in Good Standing” means a Member whose payment of membership dues is up-to date.
n. “Chair” means the person in charge of a meeting or organization.
o. “Signing Officer” means an Executive member who is authorized to sign documents on behalf of the Association. Signing officers are the Treasurer, Vice-President, and the President.
ARTICLE II: OBJECTIVES OF THE ASSOCIATION
The objective of the association is to promote the study of Nova Scotian heritage by assisting members with their research, maintaining a website with pertinent Nova Scotian genealogical information, publishing a magazine (NSG), indexing and publishing finding aids, sponsoring workshops and engaging speakers for lectures, conducting research at the Public Archives of Nova Scotia and helping to educate and inform members and the general public on genealogical topics
ARTICLE III: RULES OF ORDER
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable. Exceptions to this are when said Rules are not consistent with these By-Laws and any special rules of order the Association may adopt.
ARTICLE IV: MEMBERSHIP
- Membership is open to all who support the objectives of the Association.
- Dues not paid by 1 February shall cause removal of the member from the roll. Good standing is resumed upon payment of arrears or by rejoining.
ARTICLE IVa: Categories of Membership
1. Individual: Individual membership is open to any person who supports the objectives of the Association.
2. Institutional membership: Institutional membership is open to any library, archives, Association, or other institution that supports the objectives of the Association.
3. Life membership: Life membership shall be granted to Members who opt to pay a single lump sum instead of annual dues. The amount of such lump sum shall be determined using the following formula - the amount of the current yearly dues times twenty-five.
4. Honorary Life membership: The Executive may confer honorary life membership in recognition of major contributions to the field of genealogy. Such Life memberships shall confer full rights of membership, including the right to vote and the right to be eligible for election to office.
5. Complimentary membership: The Executive may give complimentary memberships as agreed by the Executive. Such complimentary memberships shall confer full rights of membership, including the right to vote and the right to be eligible for election to office.
ARTICLE IVb: Benefits, Rights, Powers, and Responsibilities of Membership
- Individual Members in good standing may attend and vote at General Meetings and Special Meetings, and are eligible for election to office under the terms of Article V.
- Individual Members in good standing shall receive one copy of each issue of The Nova Scotia Genealogist, access to electronic resources in the Members Only Area of the Association’s website, reduced fees for Association workshops and conferences, and other such benefits as the Executive from time to time may confer
- Institutional Members in good standing shall receive one copy of each issue of The Nova Scotia Genealogist.
- Each member is responsible for advising the Association promptly of change of contact information.
- No funds of the Association shall be paid to or be available for the personal benefit of any member.
- The general membership shall retain all powers of the Association except those delegated in these By-Laws to the Executive.
- The Association is ultimately accountable to the Members.
ARTICLE IVc. Cessation of Membership
- Membership in the Association shall cease upon
- any member giving written notice to the Executive of their resignation from the Association,
- the death of the Member,
- the Member ceasing to qualify for membership in accordance with these By-Laws, or
d) by a vote of the majority of the Members of the Association at a meeting duly called, and for which notice of the proposed action has been given.
- Membership in the Association is not transferable upon death or resignation, or any other reason for cessation of membership.
ARTICLE V – GENERAL MEETINGS
- There are two types of meetings, the Annual General Meeting and Special Meetings.
- The Annual General Meeting shall be held at a time and place decided by the Executive, but within three (3) months of the end of the Association’s fiscal year.
- Notice of the Annual General Meeting shall be given to the Members at least thirty (30) days prior to the meeting, by phone, newsletter, email, posted notices on our webpage and other electronic means, using the most recent contact information provided by members. Notice must specify the date, place and time of the meeting.
- Such notice shall include the intention to propose a Special Resolution.
- The non-receipt of notice by any Member shall not invalidate the proceedings.
- At the Annual General Meeting of the Association the following items of business shall be dealt with and shall be deemed ordinary business. All other business transacted shall be deemed special business:
- (a) minutes of the previous Annual General Meeting,
(b) consideration of the annual reports of the Executive Members,
(c) consideration of the annual financial report of the Association,
(d) the appointment of auditors for the following year, and
(e) the election of Executive Members.
- The President shall call a Special Meeting
a) on the written request of fifteen (15) or more Members, or
b) on the request of a majority of the Executive; and by giving at least two (2) weeks’ notice by phone, newsletter, email, posted notices on our webpage and other electronic means of the time and place of the meeting and of the specific items to be considered. No additional items may be added to the agenda for a Special Meeting.
- A quorum at the Annual General Meeting shall be twice the number of filled positions of the Executive plus one.
- If an Annual General Meeting or a Special Meeting is called 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 the Executive shall decide. Notice of the new meeting shall be given within 14 days.
- In the absence of both the President and the Vice-President, any member appointed from among those present shall preside as Chair at General Meetings or Special Meetings.
ARTICLE VI – EXECUTIVE MEMBERS AND THEIR DUTIES
1. Any Member in Good Standing and of legal age shall be eligible to be elected to the Executive of the Association.
2. The Executive shall be comprised of the required number of members elected from the membership at the Annual General Meeting, to fill the following positions; President, Vice-President, Treasurer, Publications Editor, Membership Coordinator, Correspondence Coordinator, Secretary, Events Coordinator and Technical Administrator.
3. Executive Members shall be elected at the Annual General Meeting (AGM). No Executive Member shall receive any remuneration for duties performed on behalf of the Association, but may be reimbursed for reasonable expenses incurred while performing these duties.
4. The term of an Executive Member shall be three years, unless otherwise stated. Time served as a replacement shall not be counted as part of such a term.
5. Executive members may be elected for an additional term of two years. No person shall continue in the same position for more than five consecutive years.
6. Executive members' terms begin at the end of the AGM at which they are elected, and conclude at the end of the AGM which elects their successors, unless they resign, or are removed from office by a majority vote of the body that elected them. Any retiring officer shall pass to his or her successor the records and materials pertaining to the conduct of his or her position.
7. If an Executive Member resigns his/her office or ceases to be a member in the Association, his/her position shall be deemed vacated and the vacancy may be filled for the unexpired portion of the term by the Executive from among the members of the Association.
8. Filling Mid-Term Vacancies on the Executive:
(a) A vacancy occurring on the Executive shall be filled from applications from appropriately qualified members.
(b) The appointment to the vacated position will occur following a vote held at a duly constituted Executive Meeting, in which a simple majority votes in approval of the candidate is required.
(c) The term of any such appointment shall conclude at the end of the next Annual General Meeting. The appointed incumbent is eligible to be elected to the Executive at the same Annual General Meeting.
9. The Members may, by special resolution, remove any Executive Member, and appoint another person to complete the term of office.
10. The management of the Association is the responsibility of the Executive. In particular, the Executive may engage an Office Support Person, and determine his/her duties, responsibilities, and remuneration. Members of the Executive will also be deemed Directors of the Association.
11. The Executive may appoint an executive committee and other committees as they see fit.
12. Executive members who have, or could reasonably be seen to have, a conflict of interest, have a duty to declare this interest. The declaration should be made to the members
(a) upon nomination, and
(b) if serving as an Executive member, when the possibility of a conflict is realized.
A conflict of interest does not prevent a member from serving as an Executive member provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.
13. The Executive of the Association shall consist of the following:
d) Publications Editor
e) Membership Coordinator
f) Correspondence Coordinator
h) Events Coordinator
i) Technical Administrator
The duties of each position are as follows:
- The PRESIDENT is the chief executive officer, being responsible for the general supervision of the Association's affairs and ensures that all policies and actions approved by the general membership or by the Executive are properly implemented; presides at all meetings. If the President is unable to be present, he or she shall delegate this responsibility to another officer, usually the Vice President.
- The VICE PRESIDENT fulfils the duties of the President when that person is temporarily absent or otherwise unable to perform the duties of the office. Acceptance of this office implies willingness to be nominated as President at a future date.
- The TREASURER is responsible for the care and custody of the funds and other financial assets of the Association and for making payments for all approved expenses incurred by the Association. The Treasurer maintains books of the accounts which shall be made available for inspection by members at any reasonable time on request. At each AGM, the Treasurer shall present an audited account of the finances of the Association and a budget for the following fiscal year, which shall include any consequent recommendations for changes in the annual dues paid by members.
- The PUBLICATIONS EDITOR supervises the operation of The Nova Scotia Genealogist, coordinates the preparation and printing of The Nova Scotia Genealogist and arranges selected material to be published as occasional publications of the Association.
- The MEMBERSHIP COORDINATOR monitors/ascertains members' needs, sends notices such as renewal reminders to members as necessary, promotes membership recruitment though avenues such as, but not limited to, social media.
- The CORRESPONDENCE COORDINATOR responds to genealogical queries submitted to the Association.
- The SECRETARY prepares, maintains, and distributes minutes for meetings of the general membership and of the Executive; notifies members of meetings. In case of absence, this officer shall provide a substitute.
- The EVENTS COORDINATOR is responsible for arranging and publicizing the lecture series and workshops of the Association.
- The TECHNICAL ADMINISTRATOR will oversee the development and maintenance of the Association's computer and web based operations.
ARTICLE VII: EXECUTIVE MEETINGS
1. The Executive shall meet as and when required at the discretion of the President.
2. Quorum shall consist of a simple majority of the filled positions of the Executive. No business shall be conducted at any meeting of the Executive unless a quorum is present to open the meeting and, upon request, before any vote.
3. In the absence of both the President and the Vice-President, any person appointed from among the Executive members shall preside as Chair at an Executive Meeting.
4. At Executive Meetings, a majority is required in order to pass any vote.
5. The Directors may, under exigent circumstances, dispense with the need for physical presence at meetings of the Board of Directors and may conduct business of the Society by making an exact written record of decisions or resolutions made by the Directors and for this purpose it is sufficient if a record of decisions or resolutions is kept in paper or electronic form by the Corporate Secretary.
6. Besides the Annual Meeting, nothing in the by-laws shall invalidate the making of resolutions by unanimous vote of all the Directors without a meeting, provided the resolution is recorded in writing in paper or electronic form by the Corporate Secretary.
ARTICLE VIII: COMMITTEES
1. Standing Committees. The Executive Committee may establish Standing Committees as necessary to conduct ongoing business of the Association.
2. The Executive and the AGM may create, enlarge, reduce or discontinue any committee at its discretion. Each standing committee shall have its terms of reference. Committee conveners shall report to the Executive and the AGM. All committees shall have the power to add members.
3. A quorum for all committee meetings shall be a majority of the voting members of the committee.
4. Ad-hoc committees (such as a Conference Committee) may be appointed as required.
ARTICLE IX: SIGNING OFFICERS
1. There shall be three authorized signing officers: the President, Vice-President, and the Treasurer; two of whom are required to sign cheques. The association will also maintain a credit card to be used at the discretion of the President, and on the sole authorisation of the President for expenses of the Association less than $100. Any expenses greater than $100, require prior approval by a majority of the filled positions of the Executive. Such approval may be obtained without the holding of an Executive meeting, provided that the President coordinates and has written / electronic evidence of that approval.
2.Contracts, deeds, bills of exchange, and other instruments and documents may be executed on behalf of the Association by the President or the Vice-President, and the Treasurer, or otherwise as prescribed by resolution of the Executive.
3. When signing Officers are replaced by new Officers in elections at the Annual General Meeting, the outgoing signing Officers will retain their positions for two weeks following the Annual General Meeting to ensure newly-elected Officers receive authorization to sign financial documents of the Association.
ARTICLE X: FINANCES
1. Instruments payable to the Association may be endorsed for deposit by any one of the officials listed in Article VIII, 1.
2. The Association shall not incur debts by borrowing money unless prior approval for such an action has been obtained by passage of a motion by the majority of votes cast at a General Meeting, provided that notice of this motion has been communicated to the membership prior to the general meeting.
3. Members may inspect the annual financial statements and minutes of Membership and Executive meetings at the registered office of the Association with one week’s notice. Any member may inspect all other books and records of the Association at any reasonable time within two days prior to the General Meeting at the registered office of the Association.
4. Dues shall be set annually at the Annual General Meeting to take effect within the next calendar year.5. Dues shall not be refunded upon the death or resignation of a member.
ARTICLE XI: REGULATORY REQUIREMENTS
In compliance with the Societies Act, the Board will
a) Maintain a register of its members;
b) Call an Annual General Meeting every year that will occur at a date and time set by the Association but not later than June 30th.
c) Within fourteen days after the Annual General Meeting, file with the Registrar of Joint Stock Companies, a statement in the form of a balance sheet showing general particulars of the Association’s liabilities and assets as well as a statement of its income and expenses in the preceding year. The said statements will be audited and signed by its auditor, or, if no auditor is required, by two members of the Executive.
d) File with the Registrar of Joint Stock Companies a list of its Directors / Officers with their addresses, birthdates, occupations, and dates of appointment or election, and, within fourteen days of election, notify the Register of a change of officers
e) File with the Registrar a copy of every Special Resolution within fourteen days after the resolution is passed.
f) File with the Registrar notice of the location of the registered office of the Association and, within fourteen days, every subsequent change of the office’s location
g) Pay to the Registrar the annual registration fee, in the month in which the anniversary of its incorporation occurs.
ARTICLE XII: AMENDMENTS
- These By-Laws or any part thereof may be amended by approval of a Special Resolution by a three-fourths majority of votes cast at a General Meeting, provided that sufficient notice is given for such a Special Resolution.
Posted 18 July 2017