By-Laws for a Non-Profit Society

(Richmond Artists Alliance)

PART 1 – DEFINITIONS AND INTERPRETATION

1.1 In these By-laws:

a. “Act” means the Societies Act of Nova Scotia as amended from time to time.
b. “Board” means the directors of the Society.
c. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
d. “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.

1.2 Definitions in Act Apply

The definitions in the Act apply to these by-laws.

1.3 Conflict with Act

If there is a conflict between these by-laws and the Act, the Act shall prevail.

PART 2 – MEMBERS

2.1 Application for Membership

Membership in the Society is not transferable.

2.2 Duties of Members

Every member must uphold the Memorandum of Association of the Society and comply with these by-laws.

2.3 Terms of Admission

Eligible members include:
a. The minimum of five subscribers to the Memorandum of Association.
b. Those who support the objects of the Society.
c. Those who are admitted to membership.
d. Those whose name and address are entered in the Register of Members by the Secretary.
e. Those who pay an annual fee, if any, determined by the Board.

2.4 Rights and Obligations

The Society is accountable to its members. All members are entitled to attend any members’ meeting. Any member of legal age (or with guardian’s consent) may hold office.

2.5 Conditions for Membership Cessation

Membership ceases:
a. Upon death.
b. If the member resigns in writing.
c. If the member ceases to qualify under the by-laws.
d. By majority vote of members or directors at a duly called meeting with notice.

2.6 Expulsion of Members

The Board may suspend or expel any member for:
a. Violating the by-laws, memorandum, or policies.
b. Conduct detrimental to the Society.
c. Any other reason the Board considers reasonable.
Policies may be developed to guide expulsion procedures.

PART 3 – MEMBERS’ MEETINGS

3.1 Chair of Meetings

The President presides, or in their absence, the Vice-President, or another appointed member.

3.2 Adjournments

Meetings may be adjourned with the consent of members; only unfinished business may be transacted unless notice of new business is provided.

3.3 Custody of Minutes

The Secretary is responsible for minutes of members’ meetings.

3.4 Annual General Meetings

Must be held within three months after fiscal year-end. Ordinary business includes:
a. Approving previous minutes
b. Annual report of the directors
c. Annual financial report
d. Appointment of auditor (if applicable)
e. Election of directors

3.5 Notice of AGM

Must:
a. State date, time, and place
b. Be given 30 days prior
c. Be distributed via email, phone, newsletters, newspapers, or other electronic means
d. Specify business (including special resolutions if any)
e. Non-receipt of notice does not invalidate the meeting

3.6 Special Meetings

May be called:
a. By the Chair
b. By a majority of directors
c. By request of 50 members or 20% of membership, whichever is less

3.7 Notice of Special Meetings

Must:
a. State date, time, and place
b. Be given 7 days in advance
c. Be distributed by electronic or traditional means
d. Specify nature of business
e. Non-receipt of notice does not invalidate the meeting

3.8 Quorum

A quorum is 3 voting members or 10% of voting members, whichever is greater.

3.9 Lack of Quorum

If quorum is not reached within 30 minutes:
a. Member-requisitioned meetings are terminated
b. Others are adjourned to the same day/time/place the following week; quorum at that meeting is those who attend

3.10 Voting

Each member has one vote (no proxy voting). Must have attended one prior meeting to vote. Majority carries except for special resolutions (which require ¾). Tied votes are lost. Results must be announced and recorded. A poll may be demanded by 3 members.

PART 4 – DIRECTORS

4.1 Eligibility

Any member is eligible.

4.2 Number

Minimum 3, maximum 10 directors.

4.3 Meetings

Directors’ meetings can be called by the President or any two directors.

Notice must:
a. State date, time, and place
b. Be given 7 days prior
c. Be delivered via email, bulletin boards, phone, etc.
d. May be waived with unanimous board approval

4.4 Quorum

A majority of directors.

4.5 Voting

Each director has one vote. Tied votes are lost.

PART 5 – OFFICERS

5.1 Election

Officers are elected from among the directors:
a. President
b. Vice-President
c. Treasurer
d. Secretary (may be combined with Treasurer)

5.2 Vacancies and Removal

Officers may be removed by the Board. Vacancies can be filled by resolution.

5.3 Duties

President: Ensures board effectiveness and carries out assigned duties.
Vice-President: Acts in absence of President.
Secretary: Maintains records, minutes, files reports with Registrar.
Treasurer: Responsible for financial records and reporting.

PART 6 – REMUNERATION

Directors and officers serve without remuneration, but may be reimbursed for expenses or compensated for other approved services.

PART 7 – FINANCE

7.1 Use of Funds

Funds must not benefit individual members personally.

7.2 Fiscal Year

Ends December 31.

7.3 Audit

Members may appoint an auditor at the AGM; otherwise, the Board may.

7.4 Financial Report

Must be presented at the AGM and signed by auditor or two directors. A copy must be filed with the Registrar within 14 days of the AGM.

PART 8 – CORPORATE SEAL

The Society may have a seal, which is kept by the Secretary and affixed by board resolution.

PART 9 – SIGNING AUTHORITY

Documents may be executed by the President or Vice-President and the Secretary, or as determined by board resolution.

PART 10 – BORROWING

The Society may borrow funds only by special resolution of the members. It may not loan or guarantee loans to directors.

PART 11 – INSPECTION OF RECORDS

Members may inspect financial statements and meeting minutes with one week’s notice. Other records may be viewed within two days before the AGM.

PART 12 – CHANGES TO BY-LAWS

By-laws may be amended or repealed by special resolution and take effect only upon Registrar approval.