a)   "Society,' means the North Woodside Community Association.

    b)   "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.

c)      "Special Resolution" means a resolution passed by not less than three‑fourths (3/4) of such members

entitled to vote as are present in person, at a general meeting of which notice specifying the intention to propose the resolutions as a special resolution has been duly given.

Membership

2. 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 others, shall be members of the Society, and their names shall be entered in their Register of Members accordingly.

3. For the purposes of registration, the numbers of members of the Society is unlimited.

4. The following shall be admitted to membership in the Society:

      a) Any resident of the North Woodside area ‑ Refer to Appendix A for map of boundaries.

       b)       Any other person or representative of an organized group that obtains a consensus vote from the Board of Directors of the Society.

5. Every member of the Society shall be entitled to attend and participate in the general meeting of the Society, and if of the age of majority, to hold any office.

6. Membership in the Society shall not be transferable.

7. No formal admission to membership shall be required. Although the Secretary may maintain a list of members of the Society that includes the name, address and phone number of the organization or individual who are considered members, inclusion on such a list does not alone constitute an acknowledgement of membership in the Society.

8. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society he or she resigns his or her membership or if he or she ceases to qualify for membership in accordance with these by‑laws or the member ceases to be a resident of the North Woodside community.

Fiscal Year

9. The fiscal year of the Society shall be the period from September 1 in any year to August 31 in the year next following.

 General Meetings

10. a) The annual general meeting of the Society shall be held within three months after the end of each fiscal

     year of the Society;

     b) An extraordinary general meeting of the Society may be called by the Chairperson or by the directors

     at any time, and shall be called by the directors if requisitioned in writing by at least twenty‑five percent

     (25%) in number of the members of the Society

11. Seven (7) days notice of a general 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 and posted in public view at the North Woodside Community Centre. The non‑receipt of any notice by any member shall not invalidate the proceedings at any general meeting. Any member of the Society, within seven (7) days of receipt of notice of the meeting may contact the Chairperson to add an agenda item.

12. At each annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

a)      Minutes of preceding general meeting;

b)      Consideraton of the annual report of the Executive, the Board of Directors and committees and staff members

c)      Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;

d)      Election of directors for the ensuing year;

e)      Special Business

f)       Adjournment

All other business transacted at an annual 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.

13. 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 five (5) members.

14. If within one‑half hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved and rescheduled.

15. a) The Chairperson of the Society shall preside as Chairperson at every meeting and annual general meeting of the Society.

b) If there is no Chairperson or if at any meeting he or she is not present at the time of the holding of the same, the Vice‑Chairperson shall preside as Chairperson;

c) If there is no Chairperson or Vice‑Chairperson or if at any meeting neither the Chairperson or the Vice‑Chairperson is present at the time of the holding of the same, the members present shall choose someone of their number to be Chairperson for that meeting.

16. The Chairperson shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he or she shall have the casting vote.

17. The Chairperson may, with the consent of the membership of the meeting, adjourn any meeting from time-to-time and from place-to-place, any business left unfinished at the meeting from which the adjournment took place, that unfinished business must be tabled to the next meeting.

18. At any board meeting or annual general 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 the proceedings of the Society shall be sufficient evidence of the fact.

19. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the Society .

Board Meetings

20. Meetings of the Board of Directors shall be held at least six times a year and shall be called by the Secretary. A meeting of the 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 verbally 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 directors shall not invalidate the proceedings at any meeting of the Board of Directors.

21. The Executive of the Board will meet prior to each meeting to set the agenda. Any person may request to speak on an agenda item at a regular meeting of the Board of Directors by contacting the Chairperson at least seven (7) days prior to the meeting. The Chairperson has the discretion to set a time and place on the agenda.

Vote of Members

22.  a) Every member shall have one vote and no more. No proxy voting.

       b) The full‑time tenants of the North Woodside Community Centre may name one person as a voting

       representative at the annual general meeting.

c)      A Board member who is affiliated with an organization that is a regular booking must declare a conflict of interest when matters concerning said organization or matters concerning regular bookings come to a vote and then that member must refrain from discussion and vote.

Board of Directors

23. Unless otherwise determined by general meeting, the number of directors shall not be less than five (5) or more than fifteen (15). The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

24. Any member of the Society shall be eligible to be elected a director of the Society if they are of the age of majority and, having reviewed the duties and responsibilities outlined for members of the Board of Directors, have formally applied to serve.

25. Directors shall be elected by the members at the annual general meeting of the Society. The Board of Direectors may appoint interim Directors as needed between annual general meetings to fill vanancies on the Board.

26. At the first annual general meeting of the Society and at every succeeding 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.  Retiring directors shall be eligible for re‑election.

27. The Board is committed to both continuity and renewal in the Society’s governance. At every annual general meeting of the society some board positions will become available to new members and the board will outline the qualifications required and the recruitment process involved and present nominations for these positions and/or a plan to fill them during the year.

28. In the event that a director resigns his or her office or ceases to be a member in the Society, whereupon his or her office as director shall ipso facto be vacated.

29. The Society may by special resolution remove any director before the expiration of the period of office and appoint another person in their stead.

     a) The Society will remove any elected Director before the expiration of their period of office if such director is absent for more than three (3) regular meetings per year without contacting a member of the executive before the meeting to inform them of their absence, that is, regrets.

     b) Grounds for removal from the Board would include missing or not participating in three (3) Society planned events per year, without cause.

     c) Inappropriate behaviour of a Board member as determined by a decision of the Board.

The vacancy created by resignation or removal may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.

30. The following shall be appointed as ex‑officio members of the Board of Directors:

    a)  A representative of the Halifax Regional Municipality Parks and Recreation Department.

    b) The municipal councillor or alderman for the North Woodside area.

      The following may be invited to participate as Ex‑officio members of the Board of Directors:

a)      a person appointed by the East Dartmouth Lions Club

b)      a representative from any organization that rents space from the Association and displays an interest in      promoting and maintaining the Centre as per its Mission Statement.

Ex‑officio members are non‑voting members of the Board of Directors.

Authority of Directors

31. The management of the activities of the Society shall be vested in the directors who, in addition to the responsibilities and authorities of these by‑laws or otherwise expressly conferred upon them, may exercise such powers and do such acts as may be exercised or done by the majority consent of the Society.

Off icers

32. The Officers of the Society shall be a Chairperson, a Vice‑Chairperson, a Treasurer and a Secretary. These officers shall be known as the Executive of the Board. In the event of a tie vote at a meeting of the Executive, the motion shall be considered defeated and the issue must be returned to the board for further discussion.

33. At the first meeting of the Board of Directors after the Annual Meeting they shall elect one of their number to be the Chairperson of the Society. The Chairperson 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 Board of Directors from time to time.

34. The Past Chairperson of the North Woodside Community Association may be an Ex-officio member of the Board to maintain a role as a resource for the Board and Executive for one year unless the past Chairperson is re‑elected to the Board at the Annual Meeting.

Refer to Appendix B for role descriptions of the Officers for the Board and for Board Members.

Financial

35. The Society shall file with the Registrar its annual financial statement, a list of the Board of Directors, including their addresses, occupations and dates of appointment. If there is a change in the Board of Directors the Registrar is to be notifed within fourteen (14) days of the change.

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

37. The books and records may be inspected by any members at any reasonable time within two (2) days prior to the annual general meeting at the registered office of the Society.

38. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chairperson or Vice‑Chairperson and the Treasurer or otherwise as prescribed by resolution of the Board of Directors. 

Audit of Accounts

39. The Treasurer must present a financial statement at the annual general meeting. The report must include a balance sheet showing the particulars of the Society’s assets and liabilities and a statement of income and expenditure for the most recent fiscal year.

40.   The Board of Directors or the membership at a general meeting, may request, at any time, an independent

audit of accounts. Such a report shall include a balance sheet showing the particulars of the Society’s assets and liabilities and a statement of income and expenditure for the most recent fiscal year.

41.   The Society must file a financial statement, audited or unaudited, signed on behalf of  the Board by at least

two Directors, with the Registrar within fourteen days after the annual general meeting in each year as required by law.

42. The auditor of the Society shall be appointed by the Executive members of the Board of Directors at the June meeting .

42.   The auditors shall make a written report to the members upon the balance sheet and operating account, in

the written account he or she will state clearly in his or her opinion, that the balance sheet is a full and fair representation, and exhibits a correct and true view of the Society's business.

Miscellaneous

43. The Society has power to repeal or amend any of these by-laws by a special resolution passed at an annual general meeting or an extraordinary general meeting of the members of the Society.

44. 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.

45. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.

46. The borrowing powers of the Society may be exercised by a resolution approved by two-thirds majority of the Board of Directors.

Appendix A

North Woodside Boundaries

The North Woodside area, for the purposes of the Association, is bounded on the east by Portland street, on the west by Halifax  harbour, on the north by Old Ferry Road and on the south by the Circumferential Highway.

Appendix B

Board Member’s Role and Responsibilities

Authority

The Board, as a whole, has authority to make all decisions for the Association except where it has expressly delegated responsibility to the Office Coordinator or Committees. Individual board members have no decision making authority.

Accountability

The Board is accountable to the community and will endeavour to report to the community on a regular basis on its activities, governing processes and structures and stewardship of resources.

The Board is also responsible to Halifax Regional Municipality, as owner of the building, used for the North Woodside Community Centre, for proper, maintenance and upkeep and use.

Board Member’s Responsibilities

Each Board Members is responsible for:

·         Understanding the Association’s Mission.

·         Being aware of issues and trends affecting the community

·         Ensuring that the Association’s legal and financial affairs are in order at all times

·         Understanding the financial implications of Board decisions

·         Understanding and applying the current governing policies as contained in the Board Member’s Manual

·         Keeping Board discussions confidential

·         Attending and participating in Board meetings or notifying Chair or Secretary in the event one is unable to attend

·         Participating on at least one Operational or Board Committee

·         Representing the Board and the Association in the community

·         Participating in special community events organized by the Association

·         Hiring and evaluating the chief administrative staff person

·         Other duties decided by the Board of Directors

Evaluation

Individual board member effectiveness will be assessed (self-assessment or peer assessment) on the carrying out of the above responsibilities. The Board as a whole will be evaluated on the realization of the mission of the Association as reflected in its annual objectives.

Qualifications and Skills

The principal qualifications for the position are an interest in the welfare of the community and an appreciation of the role of the Association.

It is expected that Board members will bring a range of skills with them, skills acquired through formal education, and work experience gained in the home or in employment.

Board members are expected to upgrade their qualifications and skills through participation in community events and further training.

Term of Office

Board members are elected annually. Individuals serve on a year to-year basis although it is expected that individuals will make a commitment to serve for three years.

Board Meetings

Board meetings are held at least six times a year or more often if required. Meetings are usually held on weeknights in the evening. The Board does not usually meet during the summer.

(Approved - November 1998)

Appendix B (continued)

Board Officers Roles and Responsibilites

Chairperson

The Chair of the Board is responsible for the integrity of Board processes including the effectiveness of meetings and the Board’s adherence to its own rules.

 Vice Chair-Person

The Vice-Chair of the Board is responsible, in the absence of the Chair, for the integrity of Board processes, including the effectiveness of meetings and the board’s adherence to its own rules.

Secretary

The Secretary is responsible for the integrity of board documents including the taking of minutes, the recording of board policies, board correspondence and submission of legal documents.

Treasurer

The Treasurer, with the advice of the auditors, is responsible for ensuring that the Board understands the financial affairs and resources of the organization, particularly as they affect Board decisions. The Treasurer’s role does not add or reduce the accountability of the Office Coordinator or Operational Committees for adherence to budget.

Executive Committee

The role of the Executive Committee shall be to ensure the effectiveness of the Board as a whole particularly with respect to the Board’s work in developing overall policies sufficient to guide its own activities and those of staff.  It shall not, except where authority is expressly delegated to it by the Board, make decisions in lieu of the Board.The Executive Committee may, at any time, add to its number, other board members who have special responsibility for particular Association activities.