About Us

Memorandum of Association for Acadia Dance Community Club

The name of the Society is Acadia Dance Community Club.

On a volunteer and non-profit basis the objectives of the society are:

To facilitate instruction in movement and dance in the community of Wolfville and surrounding areas.

• To provide opportunities for those interested in art, movement and dance to engage with the Acadia community.
• To provide opportunities for Acadia students and ADC Club students to share their love of dance with the local community.
• To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property and to use and apply such property to the realization of the objects of the Society.
• To buy, own, hold, lease, mortgage, sell and convey such real and personal property as may be necessary or desirable in the carrying out of the objects of the Society.

Provided that:

• The society shall not carry on any trade, industry, or business.
• All funds shall be used solely for the purposes of the Society and promotion of its objects.

Upon dissolution of the society and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to:

• Non-profit organizations in Canada having objects similar to those of the society.

The activities of the Society are to be carried on in Nova Scotia.

The Registered office of the Society is located at:

Acadia Athletic Complex,

550 Main St.,

Wolfville, N.S., B4P 2R6

By-Laws of Acadia Dance Community Club

Definitions

1. In these by-laws:

(a) “Society” means Acadia Dance Community Club;

(b) “Registrar” means the Registrar of Joint Stock Companies appointed under the Companies Act (Nova Scotia).

(c) “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.

Membership Rights and Responsibilities

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

3. Every member is entitled to attend any members’ meeting of the Society.

4. Every member may vote at any members’ meeting of the Society after they have attended at least one previous members’ meeting.

5. Any member of legal age is entitled to hold any office.

6. Membership in the Society shall consist of:

(a) the minimum 5 subscribers to the Memorandum of Association,

(b) any individual who supports the objects of the Society and pays the annual membership fee to the Society;

(c) any current staff member of the Society (membership fees waived pursuant to section 10(a));

(d) any parent or guardian of a current minor member qualifying under s.6 (b) (membership fees waived pursuant to section 10(b));

7. No formal admission to membership shall be required and the entry in the Register of Members by the Secretary of the name and address of any organization or individual shall constitute an admission to membership in the Society.

8. Membership in the Society is not transferable.

9. The membership year is September 1st to August 31st. The annual membership fee must be paid on or before September 15th, in an amount to be determined by the Board from time to time.

10. Membership fees will be waived for the following individuals:

(a) current staff members of the Society;

(b) parents and/or guardians of a minor member qualifying under s.6(b); and

(c) such other class of members as the Board determines.

11. Membership in the Society shall cease

(a) upon the death of a member, 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.

12. 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.

13. No funds of the Society shall be paid to or be available for the personal benefit of any member.

Members’ Meetings

14. Every member, subject to by-law 4, shall have one vote and no more and there shall not be proxy voting.

15. 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 five percent (5%) of the members.

16. 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, email, telephone, fax or other electronic means;

(d) specify the nature of the business, such as the intention to propose special resolution; and

(e) the non-receipt of notice by any member shall not invalidate the proceedings.

17. An annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society. Notice to members is required for ordinary or annual general meeting. The notice must:

(a) specify the date, place and time of the meeting;

(b) be given to the members fourteen (14) days prior to the meeting;

(c) be given to the members by newsletters, newspapers, television, radio, email, telephone, fax or other electronic means;

(d) specify the nature of the business, such as the intention to propose special resolution; and

(e) the non-receipt of notice by any member shall not invalidate the proceedings.

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

(a) minutes of previous annual general meeting;

(b) consideration of the annual report of the directors;

(c) consideration of the annual financial report of the Society;

(d) election of the directors; and

(e) the appointment of auditors for the ensuing year.

19. All Members present shall constitute quorum for the transaction of business at a meeting of members, provided that the notice requirements in article 16 or 17 have been complied with and reasonable best efforts are made to ensure that the greatest number of members is able to attend the meeting.

20. The President of the Society, or in his/her absence, the Vice President, or in the absence of both of them, any member appointed from among the members present, shall preside as Chair at members’ meetings.

21. The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he/she shall have a casting vote.

22. 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.

23. At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chair 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, without proof of the number or proportion of the members recorded in favour of or against such resolution.

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

Directors

25. The number of directors shall not be less than five or more than fifteen. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

26. Any member of the Society, qualifying as a member in good standing under section 6, shall be eligible to be elected a director of the Society.

27. Directors shall be elected by the members at each annual general meeting. Directors shall be elected to a one-year term.

28. 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.

29. If a director resigns his/her office or ceases to be a member of the Society, whereupon his/her 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.

30. The members may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall hold office during such time only as the director in whose place he/she is appointed would have held office if he/she had not been removed.

31. The management of the activities of the Society shall be vested in the directors.

32. (a) The directors may determine the staffing needs of the Society, and may appoint, evaluate, and supervise a Program Coordinator or other such artistic or administrative manager upon such terms as are agreed between them.

(b) The Program Coordinator appointed under this section is an employee of the Society and not a Director.

(c) If the Board appoints Program Coordinator, the Program Coordinator shall, subject to the terms of employment and in consultation with the Board where required:

(i) manage the business of the Society with such powers and functions as the Board may direct;

(ii) advise the Board and its committees;

(iii) attend, but not vote at, meetings of Directors; and

(iv) with the approval of the directors, hire, terminate, and determine the terms, duties and compensation of all other employees and consultants.

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

34. 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.

35. 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.

Directors’ Meetings

36. Meetings of the Board of Directors shall be held no less than three (3) times each year and as often as the business of the Society may require and shall be called by the President. The President may delegate the duty to provide notice to an appropriate staff member, the Secretary, or another member of the Board of Directors.

37. A meeting of directors may be held at the close of every annual general meeting of the Society without notice. Notice of all other board meetings is required and must:

(a) specify the date, place and time of the meeting,

(b) be given to the directors five (5) days prior to the meeting,

(c) be given to the director by newsletters, radio, public bulletin boards, e-mail, telephone fax 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.

38. Quorum shall consist of a majority of the directors. No business shall be conducted at any meeting of the board of directors unless a quorum is present before any vote.

39. The President of the Society, or in his/her absence, the Vice President, or in the absence of both of them, any member appointed from among the members present, shall preside as chair at meetings of the board.

40. The chair shall be entitled to vote as a director and, in the case of an equality of votes, he/she shall have a casting vote in addition to the vote to which he/she is entitled as a director.

41. If all of the directors consent thereto generally or in respect of a particular meeting, one (1) or more directors may participate in a meeting of the Board of Directors by means of such conference telephone, video-conference, or other communication facility as to permit all directors participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such meeting by such means is deemed to be present at the meetings. Votes shall be taken by recording the verbal assent or dissent of the director.

Officers

42. The officers of the Society shall be elected by the directors and shall be a President, a Vice-President, a Treasurer and a Corporate Secretary. The offices of Treasurer and Corporate Secretary may be combined.

43. The Officers are designated as the Executive Committee of the Board.

44. One of the officers shall be the President of the Society. The President shall be responsible for the effectiveness of the board of directors and shall perform such duties as may be assigned by the members or directors from time to time.

45. One of the officers shall be the Vice-President. The Vice-President shall, at the request of the Board and subject to its directions, perform the duties of the Chair during the absence, illness or incapacity of the President, or during such period as the President may request to do so, and shall have other duties as assigned by the Board of Directors.

46. One of the officers shall be the Corporate Secretary of the Society who shall:

(a) have responsibility for the preparation and custody of all books and records including, the minutes of members meetings, the minutes of directors meetings, the register of members, and filing the annual requirements with the office of the Registrar; and

(b) have custody of the Seal, if any, which may be affixed to any document upon resolution of the Board of Directors; and

(c) file with the Registrar:

a. within fourteen (14) days of their election or appointment, a list of directors with their addresses, occupations, and dates of appointment or election; and

b. a copy of every special resolution within fourteen (14) days after the resolution is passed, and

(d) have other duties as assigned by the Board of Directors.

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

48. The directors may appoint a Recording Secretary who is not required to be a director, for the purpose of the taking of minutes at meetings.

Finance

49. The fiscal year end of the Society shall be the last day of August.

50. An auditor of the Society may be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.

51. The directors annually 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 statement of income and expenditure in the preceding fiscal year.

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

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

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

55. The members may inspect the annual financial statement, minutes of membership and directors meetings, and all other books and records of the Society with reasonable notice.

56. 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.

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

Miscellaneous

58. The Society has power to repeal or amend any of these By-laws by a special resolution passed in the manner prescribed by law.

59. 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 (14) days of a change of directors, notify the Registrar of the change.

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

61. 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.

62. 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.

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