smsc.ca

(adopted March 31, 2010 - Subject to Government Approval)

Definitions

1. In these by-laws:

(a) “Society” means St Margaret Sailing Club.
(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 two-thirds 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.

Membership Rights and Responsibilities

2. The Society is ultimately accountable to the members of the Society.

3. The classes of members are:

(a) Individual Membership - an individual person
(b) Family Membership

(i) two individual persons who live together as partners and any dependent children under 25 or
(ii) an individual person and any dependent children under 25.

4. Every member is entitled to attend and vote at any members’ meeting of the Society. A Family Membership shall designate the individual person who will have their vote.

5. Any individual person who is also a member of legal age, or with their guardian’s written consent, is entitled to hold any office.

6. Membership in the Society shall consist of:

(a) the minimum of 5 subscribers to the Memorandum of Association,
(b) those who support the objects of the Society,
(c) those whose name and address is written in the Register of Members by the secretary,
(d) those who pay an annual fee in an amount to be determined by a vote of the majority of the members of the Society, and
(e) those who have paid an initiation fee or purchased a bond in an amount and under terms determined by a vote of the majority of the members of the Society,
and
(f) those who are admitted into membership as per by-law 7.

7. New members of the Society are subject to the following process of admission:

(a) Any individual person or family (the "applicant") desiring to become a member shall submit an application in writing on a form or forms approved for that purpose by the Board of Directors. The applicable payments as per by-law 6 (d) and (e) shall accompany the application.
(b) A former member wishing to reinstate their membership shall do so by submitting a request for reinstatement to the Secretary. The applicable payment as per by-law 6 (d) and/or any owing payment as per by-law 6 (e) shall accompany the application.
(c) Applicants shall then be considered for acceptance by the board of directors. An unsuccessful applicant shall be notified and their payments returned without interest.
(d) A successful applicant shall have their name and address written in the Registry of Members by the secretary.

8. Membership in the Society is not transferable, except to convert between classes of member as a member’s personal circumstance warrants.

9. Membership in the Society shall cease:

(a) upon death, or
(b) if the member resigns by written notice to the Society, or
(c) if the member ceases to qualify for membership in accordance with these by-laws, or
(d) if, by a vote of the majority of the members of the Society or a majority vote of the Directors of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society has been terminated.

10. The members may repeal, amend or add to these by-laws by a special resolution. No by-law or amendment to by-laws shall take effect until the Registrar approves of it.

11. No funds of the Society shall be paid to or be available for the personal benefit of any member, subject to by-law 28.

Members’ Meetings

12. Every member shall have one vote and no more and there shall not be proxy voting.

13. A general or special meeting of the members may be held at any time and shall be called:

(a) if requested by the chair, or
(b) if requested by a majority of the directors, or
(c) if requested in writing by 20% of the members.

14. Notice to members is required for general or special meetings. The notice must:

(a) specify the date, place and time of the meeting,
(b) be given to the members seven (7) days prior to the meeting,
(c) be given to the members by newsletters, newspapers, television, radio, e-mail, telephone, fax and/or other electronic means,
(d) specify the nature of business, such as the intention to propose a special resolution, and
(e) the non-receipt of notice by any member shall not invalidate the proceedings.

15. An annual general meeting shall be held within three months after every fiscal year end and notice is required which must:

(a) specify the date, place and time of the meeting,
(b) be given to the members thirty (30) days prior to the meeting,
(c) be given to the members by newsletters, newspapers, television, radio, e-mail, telephone, fax and/or other electronic means,
(d) specify the intention to propose a special resolution, and
(e) the non-receipt of notice by any member shall not invalidate the proceedings.

16. At the annual general meeting of the Society the following items of business shall be dealt with and shall be deemed ordinary business and all other business transacted shall be deemed special business:

(a) minutes of the previous annual general meeting,
(b) consideration of the annual report of the directors,
(c) consideration of the annual financial report of the Society,
(d) the appointment of auditors for the ensuing year,
(e) election of directors, and
(f) election of the Commodore.

17. Quorum shall consist of 10% of members. No business shall be conducted at any meeting unless a quorum is present to open the meeting and, upon request, before any vote.

18.

(a) If a meeting is convened as per by-law 13(a), 13(b), or 15 and quorum is not present within one-half hour from the time appointed for the meeting, it shall be adjourned to such time and place as a majority of the members present shall decide. Notice of the new meeting shall be given and at the adjourned meeting the members present shall constitute quorum only for the purpose of winding up the Society.
(b) If a meeting is convened at the request of the members as per by-law 13(c) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be dissolved.

19. The Commodore, or in his/her absence, the Rear-Commodore, or in the absence of both of them, any member appointed from among those present, shall preside as Chair at members’ meetings.

20. Where there is an equality of votes the motion shall be lost.

21. The Chair may, with the consent of the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.

22. At any meeting a declaration by the Chair that a resolution has been carried is sufficient unless a poll is demanded by at least three members. If a poll is demanded it shall be held by show of hands or by secret ballot as the Chair may decide.

Directors

23. Any individual person who is a member of the Society shall be eligible to be elected a director of the Society and a director of the Society shall be a member.

24. The number of directors shall be not less than five (5) and not greater than twelve (12). The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

25. Directors shall retire from office at the end of each annual general meeting at which their successors are elected. Retiring directors shall be eligible for re-election. Directors shall be elected to one (1) year terms.

26. If a director resigns his/her office or ceases to be a member in the Society, his/her office as director shall be vacated and the vacancy may be appointed for the unexpired portion of the term by the board of directors from among the members of the Society. Any director position not elected by the Society at the annual general meeting may be appointed for the unexpired portion of the term by the board of directors from among the members of the Society.

27. The members may, by special resolution, remove any director and appoint another person to complete the term of office.

28. The management of the Society is the responsibility of the directors. In particular, the directors may engage employees, and determine their duties, responsibilities and remuneration. Any employee may be a member, but shall not be a director or officer.

29. The directors may appoint an executive committee and other committees as they see fit.

30. 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

(a) upon nomination, and
(b) if serving as a director, when the possibility of a conflict is realized.

31. A conflict of interest does not prevent a member from serving as a director provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.

32.

a) Every officer and director and their heirs, executors and administrators shall be held harmless and indemnified against all costs, charges and expenses incurred with respect to any action, suit or proceeding which is brought, commenced or prosecuted against them, and for any act of the said officer or director, in the performance of his/her duties, provided that he/she acted honestly and in good faith in the interests of the Society.
b) Officers and directors shall not be held liable for any action, negligence or omission by another officer, director or employee of the Society, or for having taken part in actions resulting in loss, damage or expenditure of the Society, in any manner whatsoever, provided he/she acted honestly and in good faith in the interests of the Society.

Directors’ Meetings

33. The board of directors shall meet no less than four (4) times each year.

34. A meeting of directors may be held at the close of every annual general meeting without notice for the purpose of electing officers. For all other board meetings, notice is required and must:

(a) specify the date, place and time of the meeting,
(b) be given to the directors seven (7) days prior to the meeting,
(c) be given to the directors by newsletters, radio, public bulletin boards, e-mail, telephone, fax and/or other electronic means,
(d) the non-receipt of notice by any director shall not invalidate the proceedings.
(e) Notice can be waived for board meetings with the unanimous approval of the Board.

35. Quorum shall consist of greater than fifty (50) percent of the directors. No business shall be conducted at any meeting of the board of directors unless a quorum is present to open the meeting and, upon request, before any vote.

36. The Commodore or, in his/her absence, the Rear-Commodore or, in the absence of both of them, any director appointed from among the directors shall preside as Chair of the Board.

37. At directors’ meetings, where there is an equality of votes the motion shall be lost.

Officers

38. The officers shall be

(a) a Commodore, a Rear-Commodore, a Treasurer and a Secretary and
(b) other officers defined by a special resolution.

39. All officers shall have previously been elected or appointed as a director. The Commodore shall be elected by the Society from the elected directors. Other officers shall be elected by the Directors.

40. One of the officers shall be the Commodore. The Commodore shall be responsible for the effectiveness of the board and shall perform other duties as assigned by the members or the directors.

41. One of the officers shall be the Rear-Commodore. The Rear-Commodore shall perform the duties of the Chair during the absence, illness or incapacity of the Commodore, or when the Chair may request him/her to do so.

42. One of the officers shall be the Secretary. The Secretary shall:

(a) have responsibility for taking minutes of all board and members’ meetings
(b) have responsibility for the preparation and custody of all books and records including:

1. the minutes of members’ meetings,
2. the minutes of directors’ meetings,
3. the register of members, and
4. filing the annual requirements with the office of the Registrar, and

(c) have custody of the Seal, if any, which may be affixed to any document upon resolution of the board of directors, and
(d) file with the Registrar:

1. within fourteen (14) days of their election or appointment, a list of directors with their addresses, occupations, and dates of appointment or election
2. a copy of every special resolution within fourteen (14) days after the resolution is passed, and

(e) have other duties as assigned by the board.

43. One of the officers shall be the Treasurer. The Treasurer shall have responsibility for the custody of all financial books and records of the Society, and carry out all other duties as assigned by the board.

44. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Commodore or the Rear-Commodore and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.

Finance

45. The fiscal year end of the Society shall be the last day of September.

46. The directors shall annually present to the members a written report on the financial position of the Society. The report shall be in the form of:

(a) a balance sheet showing its assets, liabilities and equity, and
(b) a statement of its income and expenditure in the preceding fiscal year.

47. A copy of the financial report shall be signed by the auditor or by two directors.

48. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting.

49. An auditor of the Society 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.

50. The Society may only borrow money as approved by a special resolution of the members.

51. The members may inspect the annual financial statements and minutes of membership and directors meetings at the registered office of the Society with one week’s notice. All other 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.

52. 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 his/her duties.

53. The Society shall not make loans, guarantee loans or advance funds to any director.