BNS By-Law Revision
Below are the B.N.S. By-Laws with Proposed Revisions. August 2010.
The following two links are to printable versions of the text below.
September 14, 2010
THE BLOMIDON NATURALISTS SOCIETY
In these by-laws unless there is
something in the subject or context which is inconsistent with the
“Society” means The Blomidon Naturalists;
“Board” or “Board of Directors” means the Board of Directors of the Society;
“Registrar” means the Registrar of Joint Stock Companies 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 at a general meeting of
which notice specifying the intention to propose the resolution as
a special resolution has been duly given.
All references in these by-laws
to the male gender pertain equally in every instance to both the
female and male genders.
The subscribers to the Memorandum
of Association and such other persons as shall be admitted to
membership in accordance with these by-laws, and none others, shall
be members of the Society, and their names shall be entered in the
Register of Members accordingly.
For the purposes of registration
the number of members of the Society is unlimited.
Every member of the Society shall
be entitled to attend any meeting of the Society and to vote at any
meeting of the Society and to hold any office, but there shall be no
Membership in the Society shall
not be transferable.
(a) Any person who supports the
objects of the Society shall be admitted to membership in the
Society upon payment of the membership fee. Annual membership fees
may be set by the Board. Membership dues are payable as of January 1
in each calendar year. Members who have not paid their membership
dues as of April 30 of any calendar year will no longer enjoy any
rights, privileges or benefits of membership. Membership will be
reinstated upon payment of dues for the current calendar year.
memberships may be awarded annually at the discretion of the Board of
Membership in the Society shall
cease upon the death of a member or if, by notice in writing to the
Society, he resigns his membership, or if he ceases to qualify for
membership in accordance with these by-laws.
Any member who violates either the
objects or the by-laws of the Society may be deprived of his
membership upon written notification by the Board of Directors
subject to ratification by the membership at an Annual or Special
The Society shall
hold monthly meetings on such date in each month as may be determined
by the membership but monthly meetings may or may not be held in July
The annual meeting
of the Society shall be held within three months of the end of the
fiscal year on such date as may be determined by the Board. The
Secretary shall give notice in writing of the annual meeting to all
members of the Society at least two weeks before the date on which
the meeting is to be held. Notice in writing may be made by mail, in
electronic form, or in the Society’s Newsletter. The fiscal year
shall be October 1 to September 30.
of the Society may be called at any time by the Board, or upon a
signed by at least five members in good standing. Such a special
meeting must be
called within thirty days of such a request. The Secretary shall
give notice of all
Special Meetings in writing to all members of the Society at
least 7 days
before the date on which the meeting is held. Notice in writing may
be made by mail, in electronic form, or in the Society’s
Accidental failure or omission to
give notice for any meeting pursuant to By-laws 9, 10 or 11 does not
invalidate the meeting or the proceedings of the meeting.
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 10 members including one officer of the
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 other case, it shall stand adjourned to such
time and place as a majority of the members then present shall
CONDUCT OF MEETINGS
(a) The President of the Society,
or in his absence the First Vice-President, or in his absence the
Second Vice-President, shall preside as Chair at every Annual,
Monthly and Special meeting of the Society;
(b) If there is
no President, First Vice-President, or Second Vice-President, or if
at any meeting, none of the above is present at the time of holding
the same, those members of the Board of Directors present shall
choose someone to preside as Chair;
(c) If there is
no President, First Vice-President, Second Vice-President or director
or if at any meeting neither the President nor a director is present
at the holding of the same, the members present shall choose someone
of their number to be Chair.
The Chair of the 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 have the deciding
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.
At any general meeting, unless a
recorded vote is demanded by at least one member, voting shall be
conducted by a show of hands and a declaration by the Chair that a
resolution has been carried and an entry to that effect in the
minute books 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 the resolution.
If a recorded vote is demanded, it
shall be taken in the manner prescribed by the Chair and the result
of the vote shall be recorded as a resolution of the Society.
VOTE OF MEMBERS
Only members present are entitled
to vote at a meeting and each member of the Society is entitled to
one vote on a motion, resolution or question put to the meeting.
OFFICERS OF THE SOCIETY
The Officers of the Society shall
be the President, First Vice-President, Second Vice-President,
Secretary and Treasurer. The first Board of Directors shall elect
from their own number the officers of the Society who shall hold
office until successors are elected. At the first annual meeting of
the Society and at subsequent annual meetings, the officers of the
Society will be elected by the general membership pursuant to these
by-laws for a term of one year, or until their successors are
elected. Officers shall be eligible for re-election.
The President or in his
absence, the First Vice-President, or in his absence the Second
Vice-President, shall, subject to the control and direction of the
Board of Directors, have general direction of the affairs of the
Society, shall preside at all meetings of the Board of Directors and
at all annual and special meetings of the Society.
In the absence of the President,
First Vice-President and Second Vice-President, the Board shall
appoint a director to act as President who shall exercise the
authority of the President and fulfill his duties.
The Secretary shall act as
Secretary at all meetings of the Board of Directors and at all
Annual and Special meetings of the Society and shall prepare minutes
of the proceedings at all such meetings. He shall have custody of
the Minute Books and shall perform all such other duties as shall be
assigned from time to time by the Board of Directors.
The Treasurer shall have
custody of all funds and accounts of the Society. He shall maintain
complete and accurate books of accounting, and shall:
report when directed by the Board
or by a general meeting the financial position of the Society;
sign documents and instruments
that require his signature; and
at each annual meeting of the
Society present to the meeting a true account of the Society’s
One person may hold both the
offices of Secretary and Treasurer.
There shall be a Board of
Directors which will include the officers of the Society. The
number of directors shall not be less than five. The number of
directors shall be determined by the membership at the annual
The first Directors shall be the
subscribers to the Memorandum of Association. All of the first
Directors shall hold office until the first annual meeting or until
their successors are appointed.
Any member of the Society shall be
eligible to be elected a director of the Society.
(a) All directors except the
immediate past president shall be elected for a term of one year by
the members at the Annual Meeting of the Society from among
candidates nominated by a nominating committee appointed by the
Board of Directors.
(b) The immediate
Past President of the Society shall be appointed a member of the
Board of Directors with full voting rights and shall hold office
until an outgoing president succeeds him.
directors shall be eligible for re-election.
(a) The Board of Directors shall
appoint a Nominating Committee two months in advance of the Annual
Meeting. This committee is to submit nominations for the positions
of President, First Vice-President, Second Vice-President,
Secretary, Treasurer and the directors at large to the Annual
(b) Any two
members of the Society who wish to have someone nominated by the
Nominating Committee may do so by submitting the name in writing to
the Committee. Nominations will also be accepted from the floor of
the Annual Meeting.
(a) All elections will be by
secret ballot, unless a ¾ majority of members present at an annual
meeting agrees to voting by show of hands.
(b) The candidate
for any office or position as director obtaining the largest number
of votes cast will be elected.
(c ) If the
candidates for a particular office or position as director receive an
equal number of votes on first ballot, a second ballot will be held.
If no candidate receives a majority of votes cast on second ballot,
the Chair of the meeting shall cast the deciding vote.
In the event that a director
resigns his office or ceases to be a member of the Society,
whereupon his office as director shall 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 Society.
Any director or officer of the
Society may be removed from office by special resolution.
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 President. A meeting of directors may be
held at the close of every 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 more than one-half of
the number of directors are present at the commencement of business.
The President, or in his absence
the First Vice-President, or in his absence the Second
Vice-President, or in the absence of all of the above, any director
appointed from among those directors present shall preside as Chair
at meetings of the Board.
The President shall be entitled to
vote as a director and, in the case of an equality of votes, the
President shall have a deciding vote in addition to the vote to
which he is entitled as a director.
It is expressly declared that the
Board of Directors and the officers of the Society shall serve in
these capacities without remuneration and no member of the Society
shall benefit personally from his membership.
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 statute expressly directed or required to be
exercised or done by the Society in general meeting, The Board in
the exercise of these powers shall conform to any regulation or
directions that may from time to time be imposed upon it by the
membership at an Annual or Special meeting.
Any contract, deeds, bill of
exchange or other instruments and documents made on behalf of the
Society shall be authorized by the Directors and executed on behalf
of the Society by such officers or board members as the Directors
may from time to time designate.
The Board of Directors shall
appoint the Editor of the Newsletter. The Newsletter Editor shall
participate as a full voting member on the Board of Directors for as
long as he may serve in this position.
The Board of Directors is
empowered to hire employees and determine their duties,
responsibilities and remuneration. Employees of the Society are
eligible for full membership within the Society including the right
to stand for election as an officer or Director.
The Board of Directors may
establish and delegate any of their powers to committees consisting
of such Directors, Society members, or such persons as they think
fit and may from time to time revoke such delegation. Any Committee
so formed shall in the exercise of the powers so delegated, conform
to any regulation or directions that may from time to time be
imposed upon it by the Directors.
AUDIT OF ACCOUNTS
The auditor of the Society shall
be appointed annually by the members of the Society at the annual
general meeting, and, on failure of the members 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 operation account.
The auditor shall make a written report to the members upon the
balance sheet and operating account and, in every such report, he
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.
The Society may from time to time
by special resolution, decide to become a member of or otherwise
affiliate with other organizations with similar objects.
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 a change of director, 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.
The Society shall maintain a
register of its members, and shall enter in it the names of every
person who is admitted as a member of the Society, together with the
the full name and address of
every such person;
the date on which each person is
admitted as a member;
the date on which any person
ceases to be a member.
The Society shall furnish to any
member upon request, a copy of its memorandum and by-laws.
The seal of the Society shall be
in the custody of the Secretary and may be affixed to any document
upon resolution of the Board of Directors.
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.
Amendment of By-Laws
These by-laws may
be added to, altered or rescinded by a Special Resolution.
In the event that the Blomidon
Naturalists Society shall disband or dissolve, all of the assets
remaining after all debts have been paid, shall be transferred to
some other Canadian non-profit organization or organizations which
have objectives similar to those of the Blomidon Naturalists Society
as determined by the Board of Directors.
The Blomidon Naturalists Society is
incorporated under the provisions of Chapter 286 of the Revised
Statutes of Nova Scotia, 1967, the Societies Act, as of June 1, 1982,
certificate # 1461119