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 either the Annual General Meeting of the membership or a Special Meeting of membership called for a specific purpose.
(f) The “Auditor” may mean either an individual appointed for that purpose, or the members of an Audit Committee which serves that function.
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
- Membership is open to all who support the objects of the Association and maintain their membership dues in good standing.
- 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.
- 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.
- 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.
- Membership in the Association is not transferable upon death or resignation, or any other reason for cessation of membership.
ARTICLE IV – MEETINGS OF MEMBERS
- There are two types of meetings of members, the General Meeting and Special Meetings.
- The 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.
- Notice of the 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.
- Such notice shall include the intention to propose a Special Resolution, if such be the case.
- The non-receipt of notice by any Member shall not invalidate the proceedings.
- Every member shall have one vote and no more and there shall not be proxy voting.
- At the 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 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 an Auditor for the following year, and
(e) the election of directors.
- 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.
- A quorum at the General Meeting or a Special Meeting shall be nine (9) members
- If an 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.
- 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 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 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 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 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. 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.
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
- A meeting of Directors may be held at the close of every annual general meeting without notice for the purpose of electing officers. For all other Board meetings, notice is required and must
(a) specify the date, place and time of the meeting;
(b) be given to the Directors seven (7) days prior to the meeting;
(c) be given to the Directors by one or more of the following: newsletters, radio, public bulletin boards, e-mail, telephone, fax and/or other electronic means;
(d) the non-receipt of notice by any Director shall not invalidate the proceedings;
(e) notice can be waived for Board meetings with the unanimous approval of the Board.
- The Directors shall meet as and when required at the discretion of the President.
- 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.
- 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.
- At a meeting of Directors, a simple majority is required in order to pass any resolution.
- 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.
- 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
- 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.
- 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.
- When signing Officers are replaced by new Officers in elections at the General Meeting, the outgoing signing Officers will retain their positions for up to two weeks following the 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
- 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.
- 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 General Meeting at the registered office of the Association without notice.
- Dues shall be set annually at the General Meeting to take effect with the next calendar year.
- Dues shall not be refunded upon the death or resignation of a member.
- An Auditor of the Society may be appointed by the members at the Annual General Meeting and, if the members fail to appoint an Auditor, the Directors may do so.
ARTICLE IX: REGULATORY REQUIREMENTS
In compliance with the Societies Act, the Board will:
a) Maintain a register of its members;
b) Call an 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 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;
h) File the Association’s registered charity T3010 return with Canada Revenue Agency, annually, and in a timely manner.
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.
Posted 2020 May 29