By-Laws - Southwest Nova Pride Association

Last updated: 3 Aug. 2022

DEFINITIONS AND INTERPRETATION
1. In these by-laws:
  1. “Act” means the Societies Act of Nova Scotia as amended from time to time;
  2. “Association” means the Southwest Nova Pride Association;
  3. “Board” means the board of directors of the Association;
  4. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act;
  5. “By-law” means these by-laws and any other by-laws of the Association as amended and which are, from time to time, in force and effect;
  6. “Ordinary resolution” means a resolution passed by more than one-half (½) of the votes cast on that resolution;
  7. “Special resolution” means a resolution passed by not less than three-fourths (¾) of the votes cast on that resolution;
  8. “Meeting of the members” means an annual general meeting of the members or a special meeting of members;
  9. “Member” means a member of the Association;
  10. “Register” means the register of the members;
  11. “Administrative year” means the period of time between annual general meetings of the members.
2. Interpretation
  1. In the interpretation of these by-laws, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust, and unincorporated organization.
  2. Other than as specified in Article 1.1 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
3. Conflict with Act
  If there is a conflict between these by-laws and the Act, the Act shall prevail.
4. Corporate Seal
  The Association may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the secretary of the Association shall be the custodian of the corporate seal.
5. Execution of Documents
  Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Association shall be signed by only the Chair or Vice-Chair as prescribed by resolution of the Board. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law, or other document of the Association to be a true copy thereof.
6. Amendment of By-Laws
  The members may repeal, amend, or add to these by-laws by special resolution. No by-law or amendment to by-laws shall take effect until the Registrar approves of it.
7. Books and Records
  1. The directors shall see that all necessary books and records of the Association required by the by‐laws, by the Act, or by any other applicable law are regularly and properly kept.
  2. The members may inspect the annual financial statements and minutes of membership and directors’ meetings at the registered office of the Society with one week’s notice.
  3. All other books and records may be inspected by any member at any reasonable time within two (2) days prior to the annual general meeting at the registered office of the Association, or at a mutually agreed location.
MEMBERSHIP
1. Eligibility for membership
  Individuals are eligible for annual membership in the Association if they:
  1. initially subscribe to the Memorandum of Association as founding members; or
  2. are admitted to membership by those initial subscribers within the first administrative year; or
  3. if they meet all of the following criteria during the previous administrative year:
    1. have filled out the official Association membership registration form;
    2. acknowledge, in writing, support for the mission and values of the Association;
    3. pay an annual fee in an amount, if any, to be determined by the Board; and
    4. self‐identify as a member of a minority community based on sexual orientation, gender identity, or gender expression; or have an interest in the Association and attend a meeting of members.
2. Application for membership
  An eligible person may apply to the Board for membership in the Association, and the person becomes a member on the Board’s acceptance of the application.
3. Duties of Members
  1. Every member must uphold the Memorandum of Association of the Association and must comply with these by-laws.
  2. The name of each member shall be entered in the Register. The Register shall be maintained at the registered office of the Association.
  3. No funds of the Association shall be paid to or be available for the personal benefit of any member.
4. Rights of Membership
  1. The Association is ultimately accountable to the members of the Association
  2. Each member shall be entitled to receive notice of and attend all meetings of members.
  3. Each member shall be entitled to cast a vote on all motions and resolutions considered at meetings of members.
5. Annual Membership
  Membership in the Association is not transferable.
6. Expiration of Membership
  All memberships expire immediately prior to the annual general meeting. All previously lapsed memberships must be renewed in order to carry voting privileges.
7. Resignation
  1. Members may resign by written notice given to the Secretary of the Association and such resignation shall be effective upon receipt.
  2. In the case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by the member to the Association prior to the acceptance of the member’s resignation.
8. Ceasing Membership
  1. A member shall cease to be a member:
    1. upon the death of the member;
    2. upon resignation of the member; or
    3. if the member fails to meet the qualifications for membership under these by‐laws.
  2. A member who violates either the objects or the by‐laws of the Association may have their membership revoked upon written notification by the Board. A decision to revoke membership will be made at a properly called meeting of the Board.
BOARD OF DIRECTORS
1. Number of Directors
  Unless otherwise determined by a resolution at a meeting of the members, the number of directors shall not be less than five (5) or more than twelve (12).
2. Qualification
  Each director must be a member of the Association and of legal age.
3. Election and Term
  1. Directors shall be elected by the members at each annual general meeting of the Association.
  2. Directors shall hold each term of office for a period of one (1) year, terminating at the beginning of the next annual general meeting.
4. Vacancies
  1. The directors may appoint at any time one or more additional directors who shall hold office until the next annual general meeting, so long as the total number of directors does not exceed the maximum number permitted by these by‐laws.
  2. The new director’s appointment shall be subject to a confirmation vote at the next annual general meeting. If confirmed, the new director shall hold office for a one (1) year term. If the new director is not confirmed, a different director may be elected at that annual general meeting for a one (1) year term.
5. Removal
  The Board may, by a vote of three-quarters (¾) of the total number of Directors, remove any director before the expiration of their term of office.
6. Duties and Powers of Directors
  1. The management of the activities of the Association shall be vested in the directors who, in addition to the powers and authorities by these by‐laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not hereby or by law expressly directed or required to be exercised or done by the Association in general meeting.
  2. The directors shall have the authority to establish committees, including an executive committee, to determine the terms of reference of such committees, and to appoint the Chairperson of each such committee.
7. Conflict of Interest
  1. 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:
    1. upon nomination; and
    2. if serving as a director, when the possibility of a conflict is realized.
  2. A conflict of interest does not prevent a member from serving as a director provided that the member withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.
8. Remuneration
  Directors shall serve without remuneration, but may, at the discretion of the Board, be entitled to reimbursement for any expenses incurred in connection with Association affairs, upon proof of such expenses.
9. List of Directors
  The Association shall file with the Registrar with its annual financial statements a list of its directors, with their addresses, occupations, and dates of appointment or election, and shall within fourteen (14) days of a change of directors notify the Registrar of the change.
OFFICERS OF THE BOARD
1. Officers
  1. The directors shall elect annually a Chair, a Vice‐Chair, a Treasurer, and a Secretary from amongst the members of the board.
  2. No person may hold more than one (1) office.
2. Duties of the Officers
  The duties of the officers shall be as follows:
  1. CHAIR. The Chair shall have the general supervision of the activities of the Association, be responsible for the effectiveness of the Board, and shall perform such duties as may be assigned to the Chair by the directors from time to time. The Chair shall be the presiding officer of the Association.
  2. VICE-CHAIR. In the absence, illness or incapacity of the Chair, or during such period as the Chair may request the Vice-Chair to do so, the Vice-Chair shall perform the duties of the Chair and shall perform such duties as may be assigned to the Vice-Chair by the directors from time to time.
  3. TREASURER. The Treasurer shall be responsible for ensuring that the accounts, financial statements, and all financial matters are in good order, shall submit the financial statements of the Association annually to the members, and shall perform such duties as may be assigned to the Treasurer by the directors from time to time.
  4. SECRETARY. The Secretary shall have charge of all records of the Association, shall be responsible for ensuring any required filings are submitted with the Registrar, shall maintain the Register, and shall prepare or cause to be prepared a record of all meetings of the members and of the directors. The seal of the Society, if any, shall be in the custody of the Secretary and may be affixed to any document upon resolution of the directors.
MEETINGS OF THE BOARD
1. Time and Place
  1. Meetings of the Board shall be held as often as the business of the Association may require and shall be called by the Secretary or by any two (2) other directors.
  2. The Board shall meet no less than four (4) times each year.
2. Notice
  1. Notice of all meetings of the Board, specifying the time and place thereof, shall be given either orally, electronically or in writing to each director at least five (5) calendar days before the meeting is to take place.
  2. Notice can be waived for board meetings with the unanimous approval of the Board.
    1. The non-receipt of any notice by any director shall not invalidate the proceedings at any meeting of the Board.
  3. A meeting of the Board may be held at the close of each annual general meeting without notice.
3. Quorum
  No business shall be transacted at any meeting of the Board unless at least a majority in number of the directors are present at the commencement of such business.
4. Chairing of Meetings
  The Chair or, in the Chair’s absence, the Vice-Chair or, in the absence of both of them, any director appointed from among those directors present, shall preside as Chairperson at each meeting of the Board.
5. Voting
  1. Each duly elected director shall be entitled to one (1) vote on each question to be decided by the Board.
  2. At all meetings of the Board, every question shall be treated as an ordinary resolution, unless these by-laws require a special resolution.
  3. All votes at any meeting of the Board shall be taken by ballot if so demanded by any director. If no demand is made, the vote shall be taken the usual way by assent or dissent.
  4. Unless a poll is requested, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the members in favour of or against such resolution.
6. Attendance
  1. Directors are expected to attend all meetings. Should a director be absent for three (3) consecutive meetings, the director can be removed from office in accordance with Article 3.5 above.
  2. A director may participate in a meeting of the Board or a committee by telephone or other communications facilities that permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting.
MEETINGS OF THE MEMBERS
1. Chairing of Meetings
  The Chair or, in the Chair’s absence, the Vice-Chair or, in the absence of both of them, any director appointed from among those directors present, shall preside as Chairperson at each meeting of the Board.
2. Annual General Meeting
  1. The annual general meeting of the Association shall be held within three (3) months after every fiscal year end.
  2. 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:
    1. approve the minutes of the preceeding annual general meeting,
    2. consideration of the annual reports of the directors,
    3. consideration of the annual financial report of the Association, including balance sheet, operating statement, and the report of the Treasurer,
    4. appointing an auditor, if any, for the ensuing year, and
    5. election of directors.
  3. Every member, subject to by-law 4, shall have one (1) vote and no more and there shall be no proxy voting.
  4. Notice to members is required for the annual general meeting. The notice must:
    1. specify the date, place and time of the meeting;
    2. be given to the members thirty (30) days prior to the meeting;
    3. be given to the members by newsletters, newspapers, television, radio, e-mail, telephone, fax, social media, and/or other electronic means,
    4. specify the intention to propose a special resolution, and
    5. the non-receipt of notice by any member shall not invalidate the proceedings.
  5. Matters for Voting at an Annual General Meeting
    The following matters shall be voted upon at an annual general meeting:
    1. Motions arising out of the ordinary business of the annual general meeting; and
    2. Resolutions and motions arising out of the special business of the annual general meeting.
3. General and Special Meetings
  A general or special meeting of the members may be held at any time and shall be called:
  1. if requested by the Chair, or
  2. if requested by a majority of the directors, or
  3. if requested in writing by not less than one-half (½) of the members.
  4. Notice to members is required for general or special meetings. The notice must:
    1. specify the date, place and time of the meeting,
    2. be given to the members seven (7) days prior to the meeting
    3. be given to the members by newsletters, newspapers, television, radio, e-mail, telephone, fax, social media, and/or other electronic means,
    4. specify the nature of business, such as the intention to propose a special resolution, and
    5. the non-receipt of notice by any member shall not invalidate the proceedings.
  5. 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.
4. Quorum
  1. Four (4) members, as recorded in the Register of the Association, shall constitute a quorum of the Association.
  2. No business shall be transacted at any meeting of the members unless a quorum is present at the commencement of such business.
  3. If at any time during a meeting, there ceases to be a quorum of members present, business then in progress must be suspended.
  4. If, within thirty (30) minutes from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and, if at such adjourned meeting a quorum of members is not present, it shall be adjourned.
5. Voting
  1. Each member is entitled to vote at a meeting of the members.
  2. No member shall vote by proxy.
  3. 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.
  4. The Chair must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
FINANCE
1. Borrowing
  The Association may only borrow money as approved by a special resolution of the members.
2. Funds of the Association
  1. No funds of the Association shall be paid to or be available for the personal benefit of any member.
  2. The Association shall not make loans, guarantee loans or advance funds to any director.
3. Financial Year End
  Unless and until otherwise ordered by the Board, the financial year of the Association shall end on the 31st day of December in each year.
4. Banking Arrangements
  The banking business of the Association shall be transacted at such bank, trust company, or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint, or authorize from time to time by resolution. The banking business or any part of it shall be transacted by the Treasurer of the Society and/or other persons as the Board may by resolution from time to time designate, direct, or authorize.
5. Annual Financial Statements
  Within fourteen (14) days after its annual general meeting, the Association shall file with the Registrar a statement in the form of a balance sheet showing general particulars of its liabilities and assets, and a statement of its income and expenditure in the preceding year audited and signed by its auditor or, if there is no auditor, by two directors.