By-Laws of Woodens River Watershed Environmental Organization (WRWEO)
- In these By-Laws, unless there is something in the subject or context that is inconsistent therewith:
- “Act” means the Societies Act;
- “Annual General Meeting” or “AGM” means the required general meeting of the Members in any fiscal year;
- “Board of Directors” (BOD) the subscribers to the Memorandum of Association of the Organization shall be the first Directors of the Organization. Moving forward the BOD shall number no fewer than five and no greater than fifteen;
- “Donation” is a gift made by an individual or an organization to the Organization; (donations to WRWEO where the donator wants an income tax receipt must be made through Nova Scotia Trails Federation)
- “Dues” means the annual Membership dues as outlined by these By-Laws in the “Membership” section;
- “Fiscal Year” means the period from January 1st – December 31st;
- “General Meeting” means any meeting of Members called in accordance with these By-Laws, other than an AGM;
- “Independent Financial Review” means a review of the Organization’s annual financial statements including, but not limited to, verifying the Fiscal Year end back balance, that dues have been collected as recorded in the Registry of Members and that any payments have been duly authorized;
- “Mail” means email and/or regular mail;
- “Member” means a Member of WRWEO as determined by these By-Laws;
- “Membership Year” means the period from AGM to AGM;
- “Memorandum” means the Memorandum of Association of Woodens River Environmental Organization (WRWEO) filed with the Registrar of Joint Stocks Companies of Nova Scotia, as may be amended from time to time;
- “Organization” means the Woodens River Watershed Environmental Organization (WRWEO);
- “Registrar” means the Registrar of Joint Stocks, appointed under the Nova Scotia Companies Act;
- “Registry of Members” means a list of the names of Members, along with the Member’s contact information;
- “Special Meeting” means any meeting called to address an unusual event arising outside the normal course of the Organization’s business, such as a revision of the By-Laws, the removal of an elected offer etc.;
- “Special Resolution” means a resolution passed by not less than three fourths (3/4) of Members entitled to vote who are present in person or by proxy where proxies are allowed, at any Annual General Meeting or General/Special meeting. Where notice specifying the intention to propose the resolution as a Special Resolution has been duly given prior to the meeting.
- Membership in the Organization is open to any person who upholds the objects of the Organization.
- No formal admission to Membership shall be required.
- Entry of the name and address into the Registry of Members and, the payment of the current annual dues to be determined by the Board of Directors shall constitute Membership in the Organization.
- The Board of Directors may create classes of Membership, such as voting and non-voting, and determine the annual dues associated with such Memberships.
- For the purposes of registration, the number of Members of the Organization is unlimited.
- Every Member of the Organization shall be entitled to attend any General/Special Meeting of the Organization and every Member shall be entitled to vote at such meetings and to hold office.
- Membership in the Organization shall not be transferable.
- Membership in the Organization shall cease upon the death of a Member, upon receipt of notice by the Organization that a Member resigns her/his Membership, or if an individual ceases to qualify for Membership in accordance with these By-Laws.
- Members of the Organization shall not be remunerated for being Members of the Organization or for carrying out the regular business of the Organization.
- Members are not agents of the Organization and accordingly cannot enter into agreements, or make representation, on behalf of the Organization.
- The number of directors shall not be fewer than five and no greater than fifteen. The subscribers to the Memorandum of Association of the Organization shall be the first Directors of the Organization.
- Any Member of the Organization shall be eligible to be elected a Director of the Organization.
- Directors shall be elected by Members at each General or Annual General Meeting of the Organization.
- The Officers of the Organization shall be elected annually at the Annual General Meeting.
- The Officers and Directors shall serve without remuneration and shall not receive any profit from their positions. However, an Officer or Director may be paid for reasonable expenses incurred in the performance of her/his duties.
- Each Member shall be eligible to be elected as an Officer. Previously elected Officers may stand for re-election. Officers who have previously served in a given position may stand for election for that or to other positions.
- At the dissolution of the Annual General Meeting, all Officers holding office in the previous fiscal year shall retire, at which time the Officers elected for the current Fiscal Year shall commence their terms of office.
- If fewer than five Directors are elected at the Annual General Meeting, or if a Director resigns their office or ceases to be a Member in the Organization, the vacancy may be filled for the unexpired portion of the term by the Board of Directors from among the Members of the Organization by way of a resolution at a meeting of the Board of Directors.
- If a Director is found to be acting in a manner which is contrary to the objects of the Organization, the Organization may, by Special Resolution, remove any Director before the expiration of the period of office and appoint another person in their stead. The person so appointed shall hold office during such time only as the Director in whose place they are appointed would have held office if they had not been removed.
- Meetings of the Board of Directors shall be held as often as the business of the Organization may require and shall be called by any Director. A meeting of Directors shall be held at the close of every General or Annual General Meeting of the Organization without notice
- Notice of all other meetings, specifying the meeting time and meeting location, shall be given either orally or in writing to each Director within a reasonable time before the meeting is to take place. However, non-receipt of such notice by any Director shall not invalidate the proceedings at any meeting of the Board of Directors.
- No business shall be transacted at any meeting of the Board of Directors unless at least one-third in number of the Directors are present at the commencement of such business.
- The Chair or, in their absence, the Co-Chair or, in the absence of both, any Director appointed from among those Directors present shall preside as Chair at meetings of the Board. The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes the Chair shall cast the deciding vote.
POWERS OF DIRECTORS
- The management of the activities of the Organization shall be vested in the Board of Directors who may:
- Purchase such services, equipment or materials for the Organization where such purchases are in accordance with the objectives of the Organization and a vote of the majority of the Board of Directors or the item/service has a cost of five hundred dollars ($500.00) or less;
- Call a General/Special Meeting at any time upon notice as required by these By-Laws if requested by the Chair, or if requested by the majority of Directors, or if requested in writing by ten percent (10%) of Members;
- Set up or dissolve committees comprised of Members of the Organization to investigate, manage, or maintain any matter arising within the objectives of the Organization;
- Appoint an Executive Committee, consisting of the Officers and such other persons as the Directors decide;
- Engage a manager and support staff, as deemed necessary, and to determine their duties, their responsibilities, and their remuneration;
- Exercise all such powers and do all such acts and things as may be exercised or done by the Organization and which are not otherwise limited by these By-Laws or by statute.
- The Officers of the Organization shall consist of at least a Chair, a Secretary, and a Treasurer.
- The Board of Directors shall elect one of their number to be the Chair of the Organization. The Chair shall have general supervision of the activities of the Organization and shall perform such duties as may be assigned to them by the Board of Directors from time to time.
- The Board of Directors may also elect from their number a Co-Chair. The Co-Chair shall, at the request of the Board of Directors and subject to its directions, perform the duties of the Chair during the absence, illness or incapacity of the Chair or during such period that the Chair may request her/him to do so.
- There shall be a Secretary of the Organization who shall be responsible for the minutes of the meetings of Members and Directors and shall perform such other duties as may be assigned to them from time to time. The Board of Directors shall appoint the Secretary.
- The Board of Directors shall also appoint a Treasurer of the Organization to carry out such duties as the Board of Directors may assign.
- The duties of the Officers may be outlined in such documents as the Board of Directors agrees upon and may be revised by the Board of Directors by resolution at a meeting of the Board of Directors.
- The business of the Organization will be conducted at one of the following three types of meeting:
- The Annual General Meeting of the Organization, which shall be held within three months following the end of the fiscal year;
- General Meetings of the Organization, normally scheduled on an as needed basis, and
- Special General Meetings, scheduled as required to deal with any business requiring approval by Special Resolution.
- General Meetings and Special General Meetings may be called by the Chair or by a member of the Board of Directors and shall be called in response to any written request by ten (10%) percent or more of the Members of the Organization.
- At least three-days’ notice of Annual General Meetings, General Meetings, and Special General Meetings, specifying the place, day and hour of the meeting and, in the case of Special General Meetings, the nature of the business, shall be given to the Members. Public notice shall be given by e-mail or phone to registered Members, augmented by other means such as announcements in newspapers, on social media sites, and on the WRWEO web site to the extent practical. The non-receipt of any notice by any Member shall not invalidate the proceedings at any Annual General Meeting, General Meeting or Special General Meeting.
- At each Annual General Meeting of the Organization, the following items of business shall be dealt with and shall be deemed to be general business:
- Minutes of preceding General/Special Meeting;
- Consideration of the annual reports of the Chair of the Organization and the active committees or working groups;
- Consideration of the financial statements, including statements of assets and liabilities and statements of revenues and expenditures;
- Election of Officers and Directors for the ensuing year.
- For business to proceed at any General/Special Meeting of the Organization a quorum must be present at the commencement of said business. The quorum shall consist of twenty percent (20%) of the Members and include a minimum of two (2) Directors.
- If, within thirty minutes after the time appointed for an Annual General Meeting or a General/Special Meeting, a quorum is not present, the meeting shall stand adjourned to such time and place as a majority of the voting Members then present shall direct. If at the adjourned meeting a quorum of Members is not present, it may be adjourned without any further date being designated.
- In the absence of the Chair, the Co-Chair shall preside as Chair;
- If there is no Chair or Co-Chair, or if at any meeting neither the Chair nor the Co-Chair is present, the Members present shall choose someone of their number to be Chair, but any decisions taken under such circumstances shall be subject to ratification at the next formally constituted meeting of the Organization.
- The Chair of any Annual General, General/Special Meeting shall have no vote except in the case of an equality of votes. In the case of an equality of votes The Chair shall cast the deciding vote.
- At any meeting, resolutions other than approval of minutes from previous meetings, acceptance of financial reports and Independent Financial Reviewers’ statements, and notice of adjournment, shall be made by vote. Resolutions shall be made upon acceptance of at least three quarters (3/4) of voting Members at the meeting.
- With the consent of the Members at the meeting, the Chair or her/his alternate, may adjourn any meeting to such time and place as determined by a majority of the Members at the meeting. No business shall be transacted at any meeting set over to another time and place unless notice of the new time and place has been given to Members.
NOTICE OF MEETINGS
- Three days’ notice of a meeting, specifying the place, day, and hour of the meeting and, in the case of special business, the nature of such business shall be given to the Members. Public notice shall be given by means such as but not limited to newspaper announcements, radio broadcasts, social media sites, and telephone. The non-receipt of any notice by any Member shall not invalidate the proceedings at any General/Special Meeting.
VOTES OF MEMBERS
- Every Member shall have one vote and no more.
- Each Member may have one vote by proxy on any matter requiring Special Resolution. The designated Member shall provide the Secretary with written instructions as to how the Secretary shall vote on her/his behalf at the meeting at which that Special Resolution is to be considered and voted on. In the absence of the Secretary at the meeting, the Secretary may delegate the duty to vote on the written instructions of the Member to any other Officer at the meeting. Directions from a Member for a vote by proxy shall be in such form as the Board of Directors determines.
INDEMNITIES TO MEMBERS AND DIRECTORS
- Every Director of the Organization and their heirs, executors and administrators, and estate and effects, respectively, shall at all times, be indemnified and saved harmless out of the funds of the corporation, from and against;
- all costs, charges and expenses which such Director, sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
- all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
- The fiscal year end of the Organization shall be the last day of December.
- The directors shall annually present to the Members a written report on the financial position of the Organization. The report shall be in the form of:
- a statement showing its assets, liabilities and equity, and
- a statement of its revenues and expenditures in the preceding fiscal year.
- A copy of the financial report shall be signed by two directors.
- A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each Annual General Meeting.
- The Organization may only borrow money as approved by a special resolution of the Members.
- The Members may inspect the annual financial statements at the office of the Registry of Joint Stocks with one week’s notice. All other books and records of the Organization may be inspected by any Member at any reasonable time.
- The Organization shall not make loans, guarantee loans or advance funds to any Director.
- The Board of Directors may order an Independent Financial Review of the Organization’s annual financial statements.
- An auditor of the Organization 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.
- The Organization has power to repeal or amend any of these By-Laws by a Special Resolution passed in the manner prescribed by law.
- The Organization shall file with the Registrar with its Annual Statement a list of Directors with their addresses, occupations, and dates of appointment or election, and within fourteen (14) days of a change of Directors, notify the Registrar of the change.
- The Organization shall file with the Registrar a copy in duplicate of every Special Resolution within fourteen days after the resolution is passed.
- The seal of the Organization shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
- Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Organization and of the Board of Directors shall be the responsibility of the Secretary.
- Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Organization by any two members of the Board of Directors, or otherwise as prescribed by resolution of the Board of Directors.