By Laws 2019
PARRSBORO BAND ASSOCIATION
NAME OF THE ASSOCIATION
1. The name of the Association shall be The Parrsboro Band Association.
GOAL OF THE ASSOCIATION
2. To organize interested members of the community into an association to promote the welfare of the Parrsboro Citizens’ Band, and protect and maintain the facility known as The Hall in order to meet the goal of the Mission Statement of the Association.
OBJECTIVES OF THE ASSOCIATION
3. The objectives of the Parrsboro Band Association are:
i to co- ordinate all activities and business of the Parrsboro Citizens’ Band;
ii to co-ordinate all activities and business of the Parrsboro Citizens’ Choir;
iii to co-ordinate all activities and business of the Film Society;
iv to maintain and repair the Band Hall;
v to raise and allocate funds to carry out these activities;
vi to maintain its charitable status through support of charitable causes; and
vii to create for the people of South Cumberland County an accessible cultural and community centre.
4. Membership is open, unlimited, non-transferable and renewed annually. Membership shall be open to those who support the objectives of the Society and pay an annual membership fee as determined by the Board of Directors.
5. Every member shall be entitled to attend and vote at any Annual General Meeting or Special General Meeting and to hold any office.
6. Membership shall cease upon due notice, non-payment of annual dues, death, or by the Board’s decision 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.
7. 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.
ASSOCIATION GENERAL MEETINGS
8. An Annual General Meeting (AGM) shall be held within three months after
the end of each fiscal year, which is from the 1st of January to the 31st of December.
9. A Special General Meeting (SGM) may be called by the Chair or the Board of Directors. Members may call an SGM provided that a minimum of ten members request such a meeting in writing, giving the Board of Directors 15 days in which to call such meeting.
10. Seven days notice from the Board of Directors of a general meeting is required, specifying the place, day and time and in the case of special business or a Special Resolution, the nature of such special business or resolution.
11. A quorum of five members is required to conduct business at general meetings.
12. At a general meeting, whether an AGM or SGM, every member shall have one vote except the Chair who has only a casting vote in the case of a tie. There shall be no proxy voting.
13. A motion is carried at a general meeting by simple majority vote, except for a Special Resolution which requires a three-fourths majority.
14. A Special Resolution is a motion of the membership concerning :
i Changes to the Memorandum of Association of the Association;
ii Changes to the By-Laws of the Association as per para 40 (below) ;
iii Disposition of Assets in excess of $10,000.00 as per para 34 iv (below);
iv removal of a Director as per para 20 (below);
v any other motion of an extraordinary nature which has been brought before the general membership.
15. The following items shall be included at the AGM:
i. reports from the Chairperson and Committee Chairs concerning past year’s actions and projected plans;
ii. consideration of the financial statements, including balance sheet, operating statement, report of the Auditor, and the ensuing year’s budget;
iii. election of directors and the appointment of an Auditor for the ensuing year; and
iv. any business raised by the members present.
16. Members may ask the Board for a Special General Meeting in writing, briefly stating the purpose (see paragraph 9 above).
17. The management of the activities of the Association shall be vested in the directors who exercise powers as may be required that are not expressly the purview of members at a general meeting. These directors shall be elected by the members at the Annual General Meeting.
18. There shall be not less than five nor more than eleven directors. All directors shall retire from office at the dissolution of the AGM and be replaced by those who have been elected at that AGM.
19. A vacancy arising in the Board may be filled by the Board of Directors from the membership. Any Director may resign from the Board at any time in writing.
20. Members of the Association may, by Special Resolution, remove any director and appoint another person to complete the term of office.
A Director may be removed from office for the following reasons:
i) conduct contrary to the laws of the land;
ii) conduct publicly in conflict with the goals and stated purpose of the Association;
iii) failure to support publically the decisions of the Board made on behalf of the general membership; and/or
iv) failure to adhere to the approved policies and procedures of the Association.
21. Meetings of the Board of Directors shall be held as often as required and with due notice, and no less than monthly.
22. At least three directors must be present at Board meetings in order to transact official business.
23. The Chair is not entitled to vote at a Board meeting but shall have the casting vote in the case of a tie.
24. Others, such as the Director of Music, may be non-voting, ex-officio to the Board of Directors.
25. All decisions made by the Board of Directors shall be put to a recorded vote, counted by either a show of hands or a verbal response to be recorded by the Secretary in the minutes of the meeting.
26. The Officers of the Association, elected from the Board of Directors by the
Board, shall be the:
ii. Vice Chairperson;
iii. Treasurer; and
iv. Secretary (the offices of the Treasurer and Secretary may be combined)
27. The Chairperson of the Board of Directors is also the Chairperson of the Association.
28. The Chairperson of the Association shall, in accordance with the Terms of Reference:
i. be responsible to the Association for the effective administration of the Association;
ii. convene all meetings of the Association and the Board of Directors;
iii. ensure that members of the Board of Directors are aware of their responsibilities.
29. The Vice Chairperson shall in accordance with the Terms of Reference:
fulfill the responsibilities of the Chairperson in his or her absence, shall be responsible for such other committee(s) of which he/she is the chair.
30. The Secretary of the Association shall in accordance with the Terms of
i. perform all secretarial tasks of he Association and hold the seal of he
ii. maintain minutes of meetings, books and records of the Association and make them available for perusal by members having been given reasonable notice; and
iii. inform members of he Board of Directors of meetings.
31. The Treasurer of the Association shall in accordance with the Terms of
i. execute all financial tasks of the Association in accordance with general accounting practices;
ii prepare a financial statement of all general meetings of the Association and whenever asked to do so by the Board; and
iii. make payments of the bills as authorized.
33. The Executive Committee consists of the Officers of the Association. The executive Committee may in accordance with the Terms of Reference deal with matters arising between regular meetings of the Board, usually of an urgent nature, reporting all decisions to the Board at the next meting. When dealing with matters relevant to a specific Committee Chair he or she shall be included in the deliberations.
EXPENDITURES, LOANS AND BORROWING POWERS
34. i. the Executive Committee may authorize expenditures for emergency purposes (e.g. immediate urgently required repairs to prevent damages) of up to $3,000.00;
ii. the board of Directors may authorize expenditures and bank loans up to $5,000;
iii. Expenditures and loans in excess of $5,000 must be approved by members by Special Resolution at a general meeting in accordance with paragraphs
iv. disposition of assets with an assessed value over $10,000 must be approved by members as a Special Resolution at a general meeting; and
v. the Treasurer may authorize transactions of up to $750.00 without a second signature.
35. Contracts, deed, bill of exchange and other instruments and documents may be executed on behalf of the Association by the Chair and the Secretary or otherwise as prescribed by the Board. Invitations to Tender, Contracts and other legal instruments committing the Association to actions and expenditures shall be approved by the Board of Directors.
AUDIT OF ACCOUNTS
36. The Auditor shall make a written report upon the balance sheet of all accounts of the Association and shall state whether , in his or her opinion, they are full and fair as required by the Association.
37. The report shall be available to members at the Annual General Meeting. In addition, a copy of the balance sheet, signed by the auditor, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year shall be available.
REPORTS TO THE REGISTRAR
38. Within fourteen days of an AGM a report shall be forwarded to the Nova
Scotia Registrar of Joint Stock Companies which will include an updated list of
directors (with their addresses, occupations and dates of election) and the Auditor’s
39. Special Resolutions shall also be reported to the Registrar within fourteen days of adoption.
40. These By-Laws may only be amended by Special Resolution and reported to the Registrar within fourteen days of amendment.
42. These By Laws shall be reviewed by the Board of Directors at intervals of no less than five (5) years.
Approved to be Presented to the Members by Special Resolution: 21 January 2019
Approved by Special Resolution of the members: 06 March 2019