By-Laws
Woodens River Watershed Environmental Organization By-laws
In these by-laws, unless there be something in the subject or context inconsistent therewith: "Organization" means the Woodens River Watershed Environmental Organization. "Registrar" means the Registrar of Joint Stocks, appointed under the Nova Scotia Companies Act. "Special Resolution" means a resolution passed by not less than three fourths of such members entitled to vote as are present in person or by proxy where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Membership in the Organization is open to any person over the age of sixteen, residing or owning property in Nova Scotia, who upholds the objects of the Organization and contributes to the support of the Organization an amount to be determined at the Annual General Meeting.
No formal admission to membership shall be required and the entry in the Register of Members of the name and address of any individual on payment of the current annual dues shall constitute membership in the Organization.
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 Meeting of the Organization and 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, or if by notice to the Organization, a member resigns his or her membership or if they cease 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, whether as a general member or as a Director.
Members are not agents of the Organization and accordingly can not enter into agreements, or make representation, on behalf of the Organization.
The business of the organization will be conducted at one of the three following 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 a monthly 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 the Board of Directors as required and shall be called by in response to any request by ten or more 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 newspaper advertisements in The Masthead and notification 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, 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 ordinary business:
Minutes of preceding General Meeting;
Consideration of the annual reports of the Chair of the Organization and the active committees;
Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors therein;
Election of Officers and Directors for the ensuing year;
Appointment of Auditors.
No business of the Organization shall be transacted at any General or Special General Meeting of the Organization unless a quorum of members is present at the commencement of such business and such a quorum shall consist of twenty percent of the members including a minimum of two Directors.
If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the request of the members, shall be dissolved. In any 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 sine die.
The Chair of the Organization, or his or her designate, shall preside as Chair at every Annual General, General and Special General Meeting of the Organization. If there is no Chair or designate 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 may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place unless notice of such new business is given to the members.
An extraordinary general meeting of the Organization may be called by the Chair or by the Directors at any time, and shall be called by the Directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Organization.
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 advertisements, radio broadcasts and telephone campaigns. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
If there is no Chair or if at any meeting the Chair is not present at the time of holding the same, the Co-Chair shall preside as Chair;
If there is no Chair or Co-Chair or if at any meeting neither the Chair or the Co-Chair is present at the holding of the same. the members present shall choose someone of their number to be Chair.
The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes. they shall have a casting vote.
At any meeting. resolutions other than approval of minutes from previous meetings, acceptance of financial reports and auditors' statements, and notice of adjournment, shall be made by poll. Resolutions shall be made upon acceptance by at least three quarters (3/4) of voting members at the meeting.
Every member of sixteen years or older shall have one vote and no more.
Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than fifteen. The subscribers to the Memorandum of Association of the Organization shall be the first Directors of the Organization.
Any voting member of the Organization shall be eligible to be elected a Director of the Organization.
Directors shall be elected by members at each ordinary or annual general meeting of the Organization.
Directors shall be elected by the members from among their number.
At the first ordinary or annual general meeting of the Organization and at every succeeding ordinary or annual general meeting. all the Directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring Directors shall be eligible for re-election.
In the event that a Director resigns their office or ceases to be a member in the Organization, whereupon their office as Director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Organization.
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 ordinary or annual general meeting of the Organization without notice.
Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each Director within a reasonable time before the meeting is to take place. but 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 of them, 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 they shall have a casting vote.
The management of the activities of the Organization shall be vested in the Directors who, in addition to the powers and authorities of 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 Organization and are not hereby or by Statute expressly directed or required to be exercised or done by the Organization in general meeting.
In particular: the Directors shall have power to engage a manager and support staff, as deemed necessary, and to determine their duties and responsibilities and their remuneration. The Directors may appoint an executive committee, consisting of the officers and such other persons as the Directors decide.
The officers of the Organization shall consist of at least a Chair, a treasurer and a secretary.
The members 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 members from time to time.
The members may also elect from their number a Co-Chair. The Co-Chair shall, at the request of the members and subject to its directions. perform the duties of the Chair during the absence, illness or incapacity of the Chair, or during such period of the Chair may request 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 members shall appoint the secretary and may also appoint a treasurer of the Organization to carry out such duties as the members may assign.
Indemnities to Members and Directors
Every Director or officer of the Organization or other person who has or is about to undertake any liability on behalf of the Organization and their heirs, executors, and administrators, and estate and effects. respectfully, shall from time to time (upon agreement of the members by resolution) and at all times, be held indemnified and saved harmless out of the funds of the corporation from and against;
all costs, damages, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, manner of actions, causes of action, claims, suits. demands or proceedings which are brought. commenced or prosecuted against them, or in respect of any act, deed, matter or thing whatsoever, made done or permitted by them, in or about the execution of the duties of their office in respect of any such liability;
all other costs, damages, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.
Without restricting the generality of the foregoing, should the Organization be obstructed. delayed or barred from the performance of its duties and obligations as defined within any contract, any other person, group or company by reason of any act, neglect, delay or default of any singular or group of employees or agents of the Organization or third party or parties through no fault or neglect of the Directors, officers or any other persons of the Organization, the Organization. Directors, officers, agents and employees shall be indemnified and saved harmless from any and all costs, and or damages it or they may suffer as a result of the obstruction, delay or inability to perform said duties.
The auditor of the Organization shall be appointed annually by the members of the Organization at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the Directors may do so.
The Organization shall make a written report to the members as to the financial position of the Organization and the report shall contain a balance sheet and operating account. The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, they shall state whether, in their opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Organization and properly drawn up so as to exhibit a true and correct view of the Organization's affairs, and such report shall be read at the annual meeting. A copy of the balance sheet. showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year. audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.
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 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.
The books and records of the Organization may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Organization.
Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Organization by the Chair or the Co-Chair and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.
The borrowing powers of the Organization may be exercised by special resolution of the members.
The officers of the Organization will prepare an annual report detailing all assets and liabilities, activities undertaken and proposed for the following year. This report will be presented to the membership at a general meeting and a copy of the approved report will be filed with the Registrar.