Proposed By-laws 2019

BY-LAWS of
The Genealogical Association of N.S.
 
TABLE OF CONTENTS

ARTICLE I: Definitions
ARTICLE II: Rules of Order
ARTICLE III: Membership
ARTICLE IV: Meetings of Members
ARTICLE V: Directors and Their Duties
ARTICLE VI: Meetings of Directors
ARTICLE VII: Signing Officers
ARTICLE VIII: Finances
ARTICLE IX: Regulatory Requirements
ARTICLE X: 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 the period from January 01 to December 31
of each year.
(e) “General Meeting” means the Annual General Meeting of the
membership
(f) “Special Meeting” means a meeting of the membership called for
a specific purpose.

ARTICLE II: RULES OF ORDER

The rules contained in the current edition of Robert's Rules of Order 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 III: MEMBERSHIP

1. Membership is open to all who support the objects of the
Association and maintain their membership dues in good
standing.
2. Membership shall have the following categories:
(a) Individual: individual membership is open to any person who
supports the objects of the Association, as defined in the
Memorandum of Association;
(b) Institutional membership: institutional membership is open to
any library, archives, association, or other institution that
supports the objects of the Association;
(c) 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;
(d) Honorary Life membership: the Directors may confer
honourary 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;
(e) Student membership: open to anyone who provides a student
ID.
3. Members have the following rights and responsibilities:
(a) Individual Members in good standing may attend and vote at
General Meetings and Special Meetings, and are eligible for
election to office, subject to 3(b).
(b) Every member may vote at any member’s meeting of the
Society after they have attended at least one previous members’
meeting.
(c) Each member is responsible for advising the Association
promptly of change of contact information.
(d) Any member of legal age is entitled to hold any office.
(e) Membership in the Association is not transferrable.
(f) The members may repeal, amend or add to these by-laws by
special resolution.
4. Membership in the Association shall cease upon
(a) Any member giving written notice to the Association of their
resignation from the Association;
(b) The death of the Member;
(c) 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.

5. Membership in the Association is not transferable upon death or
resignation, or any other reason for cessation of membership.

ARTICLE IV – MEETINGS OF MEMBERS

1. There are two types of meetings of members, the Annual General
Meeting and Special Meetings.
2. The Annual General Meeting shall be held at a time and place
decided by the Directors, but within six (6) months of the end of
the Association’s fiscal year.
3. Notice of the Annual General Meeting shall be given to the
Members at least thirty (30) days prior to the meeting, by phone,
newsletter and/or email, and by posted notices on the Association
website and/or other electronic means, using the most recent
contact information provided by members. Notice must specify
the date, place and time of the meeting.
4. Such notice shall include the intention to propose a Special
Resolution, if such be the case.
5. The non-receipt of notice by any Member shall not invalidate the
proceedings.
6. Every member shall have one vote and no more and there shall
not be proxy voting.
7. 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 report of the Directors,
(c) consideration of the annual financial report of the Association,
(d) the appointment of auditors for the following year, and
(e) the election of directors.
8. 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 Directors, by giving notice
to the Members at least thirty (30) days prior to the meeting by
phone, newsletter and/or email, and by posted notices on the
Association website and/or other electronic means, using the
most recent contact information provided by members. Notice
must specify the date, place and time of the meeting and the
specific items to be considered. No additional items may be
added to the agenda for a Special Meeting.
9. A quorum at the Annual General Meeting or a Special Meeting
shall be nine (9) members.
10. 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 Directors shall decide. Notice of the new meeting
shall be given to the members at least fourteen (14) days prior to
the meeting, with the form of notice as given in Paragraphs 3 and
8.
11. 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 V – DIRECTORS AND THEIR DUTIES

1. Any Member in Good Standing and of legal age shall be eligible to
be elected as a Director of the Association.
2. Directors shall be elected by the Members at the Annual General
Meeting. No Director shall receive any remuneration for duties
performed on behalf of the Association, but may be reimbursed
for reasonable expenses incurred while performing these duties.
3. The number of Directors at any one time shall be not less than
five in number, and not more than eleven in number, and where
the number of Directors are reduced below the minimum through
resignations, death, incapacity, or other reason, the Directors
shall promptly appoint another Director or Directors as soon as
possible.
4. The term of a Director shall be two years, with half of the
positions expiring in alternate years. Time served as a
replacement shall not be counted as part of such a term.
5. Directors may be elected one or more times for additional terms.
6. The terms for Directors begin at the end of the AGM at which
they are elected, and conclude at the end of the Annual General
meeting 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 a Director 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
Directors from among the members of the Association.
8. The Directors may, by a two-thirds vote, remove any Director
and appoint another person to complete the term of office.
9. The management of the Association is the responsibility of the
Directors.
10. Directors 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 a Director, when the possibility of a conflict
is realized. A conflict of interest does not prevent a member from
serving as a Director provided that he/she withdraws from the
decision-making on matters pertaining to that interest. The
withdrawal should be recorded in the minutes.
11. The Directors of the Association shall appoint officers from
among their number after the Annual General Meeting, which
shall at a minimum consist of the following four offices of
President, Vice-President, Treasurer, and Secretary, with duties
as specified below. No Director shall hold any of these four offices
for more than two consecutive terms.
12. The duties of each of the offices identified in Paragraph 11 are as
follows:
(a) The PRESIDENT is the chief executive officer, being
responsible for chairing meetings of the Directors and for the
general supervision of the Association's affairs.
(b) The VICE PRESIDENT(S) fulfils the duties of the President
during the absence, illness or incapacity of the President, or when
the President may request him/her to do so.
(c) The TREASURER is responsible for the care and custody of
the funds and other financial assets of the Association and for
making payments of 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 Annual General Meeting, the
Treasurer shall present an 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.
(d) The SECRETARY maintains the register of members and
custody of all books and records, prepares the minutes of
meetings of the Members and of the Directors; notifies members
of meetings, files the documents required by the Registrar, and
fulfills other duties as assigned by the Board of Directors. In case
of absence, this officer shall provide a substitute.
13. Notwithstanding the foregoing, the Directors may appoint
additional officers and assign duties as may prove necessary for
the conduct of business.
ARTICLE VI: MEETINGS OF DIRECTORS
1. The Directors 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 Board of Directors. No business shall be conducted at any
meeting of the Directors 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(s),
any person appointed from among the Directors shall preside as
Chair at a Directors’ Meeting.
4. At a meeting of Directors, a simple majority is required in order to
pass any resolution.
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
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 VII: SIGNING OFFICERS

1. There shall be three authorized signing officers authorized for
banking: the President, Vice-President, and the Treasurer; two of
whom are required to sign cheques. Where more than one
Director holds the office of Vice-President, any Director holding
that office shall be so authorized.
2. Contracts, deeds, bills of exchange, and other instruments and
documents may be executed on behalf of the Association by any
two of the President, Vice-President(s), and Treasurer, or
otherwise as prescribed by resolution of the Directors.
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 up to two weeks following the Annual
General Meeting to ensure that newly-elected Officers receive
authorization to sign financial and legal documents of the
Association, which authority shall be ended when the
authorization of new Officers has been completed.

ARTICLE VIII: FINANCES

1. The Association shall not incur debts by borrowing money unless
prior approval for such an action has been obtained by Special
Resolution of the Members.
2. Members may inspect the annual financial statements and
minutes of Membership and Directors’ meetings at the registered
office of the Association with one week’s notice. Any member
may also inspect these records at any reasonable time during two
days prior to the Annual General Meeting at the registered office
of the Association without notice.
3. Dues shall be set annually at the Annual General Meeting to take
effect with the next calendar year.
4. Dues shall not be refunded upon the death or resignation of a
member.

ARTICLE IX: 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 six
months from the fiscal year end.
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 has been
appointed, by two members of the Board of Directors.
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 Registrar 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 X: 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.