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By Laws: Approved April 2015

Contents


Section 1 – Definitions

Section 2 – Business of the Association, Day to Day Running

Section 3 – Borrowing and Debt Obligations

Section 4 – Directors: Election, Qualifications, Terms, Remuneration

Section 5 – Election of Officers, Agents and Solicitors

Section 6 – Meeting of Directors, Quorum, Voting Responsibilities

Section 7 – Committees: Human Resources, Screening & Program, Financial and Strategic Planning, Public Relations & Recruitment.

Section 8 – Director/Officer Liability

Section 9 – Membership: Rights, Qualifications and Meetings

Section 10 – Amendments & Changes to the By-Laws

Section 11 – Miscellaneous     

Section 1 – Definitions


In the By-Laws and Special Resolutions of the Society, unless the context otherwise requires;

"Act" means the Societies Act (Nova Scotia), and any Act that may be substituted therefore, as from time to time amended;

"Appoint" includes "elect" and vice versa;

"Board" means the Board of Directors of the Society;

"By-Laws" means this By-Law and all other By-Laws of the Society from time to time in force and effect;

“Director” means a member or officer of the Board of Directors;

“In good standing” means not suspended or under review;

"Meeting of Members" includes an annual general meeting of members, a special general meeting of members and a regular meeting of members;

"Member" means any person who becomes a member of the Society in accordance with this By-Law;

"Non-business Day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Nova Scotia);

"Recorded Address" means in the case of a Member, the address as recorded in the register of members of a committee of the Board, the address as recorded in the records of the Society;

"Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act;

“Service Delivery Volunteer” means a screened BBBSC volunteer acting in the capacity of a mentor to a child or youth;

"Signing Officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Society by Section 2.5 of this By-Law or by a resolution passed pursuant thereto;

"Society" means Big Brothers - Big Sisters Association of Colchester; and

Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; the use of the word “they” and “their” imports masculine, feminine and neutral genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.

 

Section 2 – Business of the Association, Day-to-Day Running

2.1  Registered Office – Until changed in accordance with the Act, the Registered Office of the Society shall be at Truro, Nova Scotia, and at such location therein as the Board may from time-to-time determine by resolution.

2.2  Common Seal – Until changed by a special resolution of the Board, the common seal of the Society shall be in the form impressed hereon and may be affixed to appropriate documents as approved by the Board of Directors. It shall be kept in a secure location known to senior staff and the President of the Board.

2.3  Auditors – The Auditor and /or Certified General Accountant (CGA) of the Society shall be appointed annually by the members at the Annual General Meeting (AGM) and, on failure of the members to appoint one, the directors may do so. No person who has been a Director during the year under review shall qualify as Auditor or CGA.

2.4  Audit/Review of Accounts – The Society shall have an audited and/or reviewed statement available upon request for its members at the Annual General Meeting a copy of which will be with the Registrar of Joint Stocks Company within 14 days of the AGM.

2.5  Execution of Instruments – Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Society by any two of the President, Vice-President, Secretary, Treasurer and Executive Director (here-in after designated as Signing Officers). In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any Signing Officer may affix the common seal to any instrument requiring the same. Notwithstanding the foregoing, for the purpose of certifying documents or proceedings, the common seal may be affixed by any of the President, Vice-President, the Secretary and any Director of the Society.

2.6  Banking Arrangements – The banking business of the Society shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time-to-time be designated by, or under the authority of, the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time-to-time prescribe or authorize.

2.7  Fiscal Year – The fiscal year the Society shall be the period from January 1st in any year to December 31st in the same year.

 Section 3 – Borrowing and Debt Obligation


3.1  Borrowing & Investment Power –
The Board may from time to time, in such amounts and on such terms, as it deems expedient, borrow money on the credit of the Society;

  1. and with the sanction of a special resolution, issue, sell or pledge debt obligations (including bonds, debentures, notes or other similar obligations, secured or unsecured) of the Society;
  2. and with the sanction of a special resolution, charge mortgage, hypothecate or pledge all or any of the currently owned or subsequently acquired real or personal, movable or immovable, property of the Society, including book debts, rights, powers franchises and undertaking, to secure any debt obligations or any money borrowed, or other debt or liability of the Society.

    Section 4 – Directors, Election, Qualifications, Terms, Remuneration


    4.1  Number of Directors – The number of directors of the Society shall not be less than 10 nor more than 15 including the officers of the Board.

    4.2  Qualification – A Director need not be a Member at the time of their election or appointment. All directors must undergo a screening application before election or appointment.

    4.3  Election and Term – The election of directors shall take place at each Annual General Meeting of Members. The members shall elect directors to hold offices for two consecutive years or until their successors are elected. Terms of directors are renewable.

    4.4  Vacation of Office – The Office of a Director shall be vacated upon the occurrence of any of the following events:

  1. if by notice in writing to the Society they resign their office; 
  2. if a Director is removed by resolution passed by a majority of the votes cast thereon at a Meeting of Members called for that purpose; and
  3. if a Director is absent from three consecutive directors' meetings, without reasonable excuse.

    4.5  Vacancies – If a vacancy shall occur in the Board, the remaining directors may appoint a qualified person to fill the vacancy for the remainder of the term. 

    4.6  Powers of Directors – The management of the Society is the responsibility of the directors. In particular the directors may engage a general manager, and determine his / her duties, responsibilities and remuneration.

    4.7  Conflict of Interest – 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 will be recorded in the minutes.

    4.8  Remuneration and Expenses – The directors shall be entitled to be reimbursed for travel and other receipted expenses properly incurred by them in attending meetings of the Board or any committee thereof as determined by the Board. Nothing herein contained shall preclude any Director from serving the Society in any other capacity and receiving remuneration therefore.

     

    Section 5 – Election of Officers, Agents and Solicitors


    5.1  Election of Officers – At each Annual General Meeting the members shall elect or appoint a       President, Secretary, Treasurer and Vice-President and at any such time such Officers as the Board may determine. The President, Secretary, Treasurer and Vice-President shall be Officers of the Society. One person may not hold more than one office concurrently. From time to time the Board may appoint an Executive Director. Other than to be a Signing Officer the Executive Director shall not be considered an Officer of the Society nor shall any other employee.

    5.2   President – The President shall be a Director and, subject to the authority of the Board and in accordance with the By-Laws, shall have general supervision of the Board. No Member shall be elected at more than two consecutive AGMs to the office of President.

    5.3   Vice-President – During the absence of, or at the request of the Board or President, the duties of the President shall be performed and their power exercised by the Vice-President. A Vice-President shall have such other powers and duties as the Board prescribes. 

    5.4  Secretary – The Secretary shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to them by the Board. The Secretary may have the power to appoint a recording Secretary if deemed necessary by the Board.

    5.5  Treasurer – The Treasurer shall be a Director and shall ensure proper accounting records. The Treasurer shall render to the Board, whenever required, an account of all transactions and of the financial position of the Society. The Treasurer shall have such powers and duties as the Board or the President may prescribe.

    5.6  Executive Director – The Executive Director (ED) shall be an employee of the Society and shall, subject to the authority of the Board of Directors and supervision of the President, manage the affairs, direct the work and direct other employees of the Society. The ED shall prepare budgets of expense in conjunction with the Treasurer and be authorized to incur expenses in accordance with the approved budget or as instructed by the Board of Directors. The Executive Director shall be an ex-officio member of all committees of the Board.   

     

    5.7  Variation of Powers and Duties – From time-to-time the Board may vary, add to or limit the powers and duties of any Officer.

    5.8  Terms of Office – Each Officer appointed by the Board shall hold office until their successor is appointed or one consecutive two-year term has been completed.

    5.9  Appointment of Experts and Agents – The Board shall have power, from time-to-time, to appoint such experts, agents and employees for permanent, temporary or special services as it from time-to-time thinks fit, and to determine their power and duties, and fix their salaries or compensation in such instances and to such amounts as the Board deems appropriate.

    5.10  Employment of Solicitors – The Board may employ or retain a solicitor or solicitors and such solicitors may, at the request of the Board or on instructions of the President, attend meetings of the Board or members whether or not the solicitors are members or directors. If such solicitors are also directors, they may nevertheless charge for services rendered as a solicitor to the Society in accordance with by-law 4.7.

    Section 6 – Meeting of Directors, Quorum, Voting, Responsibilities


    6.1  Notice of Meeting – Notice of the time and place of every meeting shall be given to each Director not less than 48 hours before the time when the meeting is held; provided that no notice of a meeting shall be necessary if all the directors in office are present or if those absent waive notice or otherwise consent to such meeting being held.

    6.2  First Meeting of New Board – Provided a quorum of directors is present, each newly elected Board may, without notice, hold its first meeting immediately following the meeting of members at which such Board is elected.

    6.3  Regular Meeting – The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each Director forthwith after being passed and no other notice shall be required for any such regular meetings.

    6.4  Quorum – A quorum for the transaction of business at any meeting of the Board shall be the lesser of six directors or 50 percent of the directors. If a quorum cannot be formed, no business can be transacted.

    6.5  Chairperson and Secretary – The President, or in their absence, the Vice-President, shall be Chairperson of any meeting of the Board. If no such Officer is present the directors shall choose one of their number to be Chairperson. If the Secretary of the Society is absent, the Chairperson shall appoint some person to act as Secretary of the meeting.

     

    6.6  Votes to Govern – At all meetings of the Board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes (a deadlock) the Chairperson of the meeting shall be entitled to a casting vote.

    Section 7 – Committees


    7.1  Executive Committee – Whenever a Board consists of more than five directors, the President may constitute an Executive Committee of not less than three directors not more than seven, which      Committee may exercise all the powers of the Board, subject to any restrictions imposed from time-to-time by the Board.

    7.2  Standing Committees – There shall be an Executive, Human Resources, Finance, and  Recruitment Committee. Each committee shall have a Director appointed as chairperson.

    7.3  Ad Hoc Committees – The Board may from time to time appoint such other Committees as it     may deem advisable with a member of the Board of Directors acting as Chairperson of the committee. The functions of Ad Hoc committees shall be advisory only and the members of any such committees may, but need not be, members.

    7.4  Procedure – Unless otherwise ordered by the Board, each Committee shall have power to fix its quorum at not less than a majority of its members, to elect its Chairperson and to regulate its procedure.

     

    Section 8 – Directors/Officer Liability


    8.1  Limitation of Liability –
    No Director or Officer of the Society shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Society, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Society shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, securities or effects of the Society shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their Office or in relation thereto, unless the same are occasioned by their own willful neglect or default.

    8.2  Indemnity – Each Director and Officer of the Society, former Director or former Officer, and every other person who has undertaken or is about to undertake any liability on behalf of the Society, and also such person’s heirs, executors, administrators and other legal personal representatives, shall be indemnified and saved harmless by the Society from and against any liability, including but not limited to any damages, losses, costs or expenses (including legal fees and disbursements) reasonably incurred or sustained by that person in respect of any action, suit or similar legal proceeding, proposed or commenced, in which that person is made a party, or may be made party, in respect of anything done, or permitted to be done, by them in the execution of the duties of their Office or undertaking, provided that person acted honestly and in good faith with a view to the Society’s best interests; and in so far as the current insurance policy terms, conditions and limitations allow.

    Section 9 – Membership: Rights, Qualifications and Meetings


    9.1  Admission to Membership – Admission to membership to the Society may be gained as follows:

  1. all service delivery volunteers in good standing, any member of a Standing Committee and directors of the Board are deemed to be members.  
  2. by being granted an honorary life membership in the Society of the Board.

    9.2  Rights of Membership: Each Member in good standing shall have the right to vote at meetings of members as it is specified.

    9.3  Cessation of Membership – Membership in the Society shall cease upon the death of a Member or if, by notice in writing to the Society, they resign their membership or if they cease to qualify for membership in accordance with these By-Laws.

    9.4 Annual General Meeting (AGM) – The Society shall hold an Annual General Meeting of Members at such time in each year as the Board, or the President, may from time to time determine, for the purpose of:

  1. receiving the Report of the Committees;  
  2. election of Officers;
  3. receiving the Audited/Reviewed Financial Report for the immediately preceding fiscal year end;  
  4. appointment of the Auditor/Certified General Accountant; and
  5. for the transaction of such other business as may properly be brought before the Meeting.

    9.5  Special Meetings – The Board, or the President, shall have the power to call a Special General Meeting of Members at any time.

    9.6  Regular Meetings – The Society may hold regular meetings from time-to-time at such locations and at such times as specified by the Board.

    9.7  Place of Meetings – Meetings of members shall be held at the Registered Office of the Society or elsewhere in the Province of Nova Scotia as the Board or the President may from time-to-time determine.

    9.8  Notice of Meetings – Notice to members is required for general or special meetings. The notice must:

  1. specify the date, time and place of the meeting;
  2. be given to members seven days prior to the meeting;
  3. be given to the members through a variety of methods including newsletters, newspapers, television, radio, email, 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.

    9.10  Record Date for Notice – The Board may fix in advance a date, preceding the date of any meeting of members by not more than 30 days and not fewer than five 5 days, for the determination of the members entitled to notice of the meeting. 

    9.11  Meeting Without Notice – 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 1/3 of the total membership.

    9.12  Omissions and Errors – The accidental omission to give any Notice to any Member, Director, Officer, Auditor/CGA or member of a committee of the Board or the non-receipt of any Notice by any such person or any error in any Notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such Notice or otherwise founded thereon.

     

    9.13  Chairperson, Secretary, Scrutineers – The President or, in the President’s absence, the Vice-President shall be chairperson of any Meeting of Members. If no such Officer is present within 15 minutes from the time fixed for holding the Meeting, the persons present and entitled to vote shall choose one of their number to be the chairperson. If the Secretary of the Society is absent, the Chairperson shall appoint some person, who need not be a Member, to act as Secretary of the Meeting. If desired, one or more scrutineers who need not be members may be appointed by a resolution or by the Chairperson with the consent of the members present.

    9.14  Persons Entitled to be Present – The only persons entitled to attend a Meeting of Members shall be the members, staff and the Auditor/CGA of the Society, if any. Any other person may be admitted only on the invitation of the Chairperson of the Meeting or with the consent of the members.

    9.15  Quorum for the AGM – A quorum for the transaction of business at any Meeting of Members shall be the lesser of:

  1. 15 members present in person and entitled to vote thereat, or
  2. 25 percent of the members present in person and entitled to vote thereat.

    9.16  Right to Vote – At any Meeting of Members every Member in good standing, as defined by these by-laws, shall be entitled to one vote.

    9.17  Date to determine Eligible Voters – The Board may fix in advance, a date, preceding the date of the Meeting of Members by not more than 48 hours , excluding non-business days, to determine the members eligible to vote at the meeting.

    9.18  Votes to Govern – At any Meeting of Members every question shall be determined by the  majority of the votes cast on the question. In case of an equality of votes either upon a show of   hands or upon a poll, the Chairperson of the Meeting shall be entitled to a casting vote.

    9.19  Adjournment – The Chairperson at a Meeting of Members may, with the consent of the members, adjourn the Meeting.


    Amendments & Changes to the By-Laws


    10.1  Enactment, Amendments, etc of By-Laws – The members may, in meeting, by special resolution make, amend, alter, repeal or rescind any By-Laws or portion thereof not inconsistent with the Act or the Society’s Memorandum of Association for the conduct and management of its activities and affairs.

     

     

    Miscellaneous

    11.1  The Society shall file with the Registrar of Joint Stocks the Annual Registration, the Audited/ Reviewed Financial Statement (signed by two directors), as well as a list of officers and directors with their addresses, occupations and dates of appointment or election within 14 days of the Society’s Annual General Meeting.

    11.2  The Society shall file with the Registrar a copy in duplicate of every special resolution within 14 days after the resolution is passed.

    11.3   The Secretary of the Board shall ensure the preparation and custody of the Society’s books,   records and minutes.

    11.4  The books and records of the Society may be inspected by any Member who submits a request  to the Secretary of the Board of Directors, who will respond within 14 business days.