By-Laws of the Nova Scotia 55 Plus Games Society (effective 3 November, 2008)
- In these by-laws, unless there be something in the subject or context inconsistent therewith:
- “Society” means the Nova Scotia 55 Plus Games Society
- “Director” means a member of the Board of Directors, whether elected by the membership as a whole or appointed by the competent authority as detailed in these Bylaws;
- “Board” refers to the Board of Directors of the Society;
- “General Member” refers to any person belonging to the Society;
- “Executive Committee” consists of a President, Vice President, Secretary, Treasurer and the immediate Past President, and these positions are also considered to be Directors of the Board;
- An Advisor is a person who is appointed to the Board of Directors by the Board of Directors because it is deemed that because of their position within society will be of benefit to the organization. Advisors do not have a vote.
- “Senior” is defined as a person 55 years of age or older;
- “Host Committee” – The Games organizing committee in the host community, region or province;
- “AGM” – Annual General Meeting; and
- “Special Resolution” means a resolution passed by not less than three-fourths of such members to vote as are present in person at a general meeting of which notices specifying the intention to propose the resolution as a special resolution has been duly given.
- The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none other, shall be members of the Society, and their names shall be entered in the Registry of Members accordingly.
- Every general member of the Society shall be entitled to attend any meeting of the Society. Only Board members of the Society may vote at any meeting or hold any office. There shall be no proxy voting.
- The following shall be admitted to membership in the Society:
any individual residing in NOVA SCOTIA who meets the societies membership requirements and who upholds the objects of the Society and contributes to the support of the Society an amount to be determined at the General Meeting.
- There shall be three categories of membership in the Society:
- General - General membership is open to all persons 55 years or more who reside in Nova Scotia.
- Associate - Associate membership is open to individuals 19 years of age or older, or to organizations. An Associate Member shall enjoy the privileges of the Society but shall not be entitled to participate in the events or to vote at any meetings of the Society.
- Honorary - The Board of Directors at a meeting of the Board may approve issuance of an Honorary Membership to an individual or organization where it deems such action would be in the interest of, and beneficial to the Society. Honorary membership does not carry voting privileges.
- No formal admission to membership shall be required and the entry in the Registrar of Members by the Secretary of the name and address of any organization or individual shall constitute an admission to membership in the Society. Participation in the Nova Scotia 55+ Games constitutes automatic membership in the Society.
- 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.
- The fiscal year of the Society shall be the period from 01 November to 31 October.
- The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society.
- An extraordinary general meeting of the Society may be called by the President 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 Society.
- Seven 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. Notice shall be given in writing, by facsimile, email or by sending it through the post in a prepaid letter addressed to each member at his last known address. Any notice shall be deemed to have been given by facsimile when transmission has been confirmed, sent by post at the time when the letter containing the same would be delivered in the ordinary course of post and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
- At each ordinary or annual meeting of the Society, 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 report of the directors;
Consideration of the financial statements, including balance sheet and
Operating statement and the report of the auditors thereon;
Election of directors for the ensuing year;
Election of officers; and
Appointment of Auditors.
All other business transacted at an ordinary general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.
- No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of nine members.
- 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 requisition 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 President of the Society shall preside as Chairperson at every general meeting of the Society;
- If there is no President or if at any meeting the President is not present at the time of holding the same, the Vice-President shall preside as Chairperson;
- If there is no President or Vice-President, or if at any meeting neither the President or Vice-President is present at the holding of the same, the members present shall choose someone of their number to be Chairperson.
- The Chairperson shall have no vote. In the case of an equality of votes, the motion is defeated.
- The Chairperson 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.
- At any meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.
- If a poll is demanded in manner aforesaid, the same shall be held such in a manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
- Every member shall have one vote and no more.
- Unless otherwise determined by general meeting, the optimum number of Directors shall be seventeen (17), including five Executive and two (2) Directors from each of the six regions. At no time shall the number of Directors number less than eleven (11), nor exceed a number greater than twenty-three (23). The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society. The six regions as mentioned above are as follows:
- Cape Breton (all of Cape Breton),
- Highland (Guysborough, Antigonish and Pictou counties),
- Fundy (Cumberland and Colchester counties and East Hants district),
- Central (Halifax Regional Municipality and Halifax county),
- Valley (Kings, Annapolis and Digby counties; West Hants and Clare districts),
- South Shore (Yarmouth, Shelburne, Queens and Lunenburg counties).
- Subsequently, any general member of the Society shall be eligible to be elected as a Director of the Society.
- Directors shall be elected by members at each ordinary or annual general meeting of the Society.
- The members shall elect as a director, a representative nominated by each of the organizations which support the work of the Society, and the remaining directors shall be elected by the members from among their numbers.
- Directors or Advisors need not be 55 years of age or older, but may not participate in the games until they are.
- The President, Treasurer and one of the regional directors from each of the regions shall be elected for a term of two (2) years, with elections being held on odd number years.
- The Vice-President, Secretary and the other regional director from each of the regions shall be elected for a term of two (2) years, with elections being held on even number years.
- At annual general meetings of the Society, all retiring Executive and Board members shall hold office until the dissolution of the meeting at which their successors are elected. Retiring Executive and Directors shall be eligible for re-election.
- In the event that a director resigns his/her office or ceases to be a member in the Society, whereupon his/her office as director shall ipso facto be vacated, it may be filled for the remaining portion of the present term by the Board of Directors from among the members of the Society.
- The Society 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 he/she had not been removed.
- Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the Secretary. A meeting of directors may be held at the close of every ordinary or annual general meeting of the Society 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 five of the directors are present at the commencement of such business.
- The management of the activities of the Society 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 Society and are not hereby or by Statue expressly directed or required to be exercised or done by the Society in general meeting. In particular, the directors shall have power to engage a coordinator and to determine his/her duties and responsibilities and his/her remuneration. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.
- The members shall elect one of their number to be the President of the Society. The President shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him or her by the members from time to time.
- The members may also elect from their number a Vice-President. The Vice-President shall, at the request of the members and subject to its directions, perform the duties of the President during the absence, illness or incapacity of the President, or during such period of the President may request him/her to do so.
- There shall be a secretary of the Society who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him/her by the members. The members shall appoint the secretary to carry out such duties as the members may assign.
- There shall be a treasurer of the Society who shall keep the financial records of the Society and shall perform such other duties as may be assigned to him/her by the members. The members shall appoint the treasurer to carry out such duties as the members may assign.
- The directors may appoint a temporary substitute for the secretary and/or treasurer who shall, for the purpose of these by-laws, be deemed to be the secretary and/or treasurer as required.
Budget / Finance
- The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure to appoint an auditor, the directors may do so.
- The Society shall make a written report to the members as to the financial position of the Society 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, he/she shall state whether, in his opinion the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society’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 expenditures in the preceding year, audited by the auditor, shall be filed within the fourteen days after the annual meeting in each year as required by law.
- The borrowing powers of the Society may be exercised by special resolution of the members.
Repeals / Amendments
- The Society has the power to repeal or amend any of these By-Laws by a resolution at any meeting of the membership provided that a copy of any proposed amendment has been mailed to each Regional Representative at least fourteen (14) days prior to the date of the meeting at which the proposed amendment will be introduced. Public notice of the meeting must be provided to the members via the media at least fourteen (14) days in advance. Members shall also be notified, via the media, where and how to obtain a copy of the proposed amendments.
- The Society shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations, and dates of appointment or election, and within fourteen days of directors’ appointments or resignations, notify the registrar of the change.
- The Society shall file with the Registrar a copy in duplicate of every special
resolution within fourteen days after the resolution is passed.
- Preparation of minutes, custody of the books and records, and custody of the minutes of all meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.
- The books and records of the Society 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 Society.
- Signing of contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by any two members of the Executive. Financial transactions in excess of five hundred dollars ($500.00) must have Board approval.
Indemnification of Directors and Officers
- All Directors and Officers of the Society and their heirs, executors and administrators, and their estates and effects respectively, shall at all times be indemnified and saved harmless out of the funds of the Society from and against:
- All costs, charges and expenses whatsoever which Directors or Officers sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, for in respect of any act, deed, matter or thing howsoever made, done or permitted by them in or about the execution of the duties of their offices on behalf of the Society;
- All other costs, charges and expenses that they may 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 willful neglect or default.
- 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:
- upon nomination, and
- 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 they withdraw from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.
- Directors and officers shall serve without remuneration and shall not receive any profit from their positions. However, a director or officer may be paid reasonable expenses incurred in the performance of their duties.