Following are the By-laws as amended and adopted at the Directors Meeting of November 15, 1994.
CHEBUCTO COMMUNITY NET SOCIETY
- In these By-laws unless there be something in the subject or context inconsistent therewith
- "Society" means the Chebucto Community Net Society.
- "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
- "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.
- 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 the Register of Members accordingly.
- Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society.
- Membership in the Society shall not be transferable.
- The following shall be admitted to membership in the Society:
- any individual who completes the Application Form and pays the annual dues prescribed by the Board of Directors and who shall be referred to as an Individual Member.
- any person over the age of twelve years currently enroled in a full-time course of study who wishes to become a student member of the Society and completes the Application Form and pays the annual dues prescribed by the Board of Directors and who shall be referred to as a Student Member.
- a body corporate or other organization which completes the Application Form and pays the annual dues prescribed by the Board of Directors and which shall be referred to as an Institutional Member.
- 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.
- 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 membership, or
- if he or she fails to pay his membership dues within two months from the date on which the dues become due, or
- the Directors, by a resolution passed by not less than three fourths of the Directors present at a Directors meeting, vote to remove the membership of an organization or individual.
- The fiscal year of the Society shall be the period from January 1 in any year to January 1 in the year next following.
- The annual general meeting of the Society shall be held within four months after the end of each fiscal year of the Society.
- An extraordinary general meeting of the Society may be called by the Chair or by the Directors at any time, and shall be called by the Directors if requisitioned in writing by at least one hundred (100) in number of the members of the Society.
- At least three days' notice of a 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. Notice may be given by:
The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting. Any notice shall be deemed to have been given at the time when the letter containing the same would be delivered in the ordinary course of post or electronic mail on the Chebucto Community Net. In proving such service it shall be sufficient to prove that the text of the notice was properly entered and sent on the Chebucto Community Net or that the envelope containing the notice was properly addressed and placed in the post office.
- sending it via E-mail on the Chebucto Community Net to those members of the Society who are able to receive such notices; or
- where a member is not able to receive an electronic mail notice through the Chebucto Community Net, then the notice shall be sent through the post in a pre-paid letter addressed to each member at his last known address.
- 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: Minutes of preceding general meeting; Consideration of the annual report of the Directors; Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors, if any, thereon; Election of Directors for the ensuing year; Appointment of Auditors, if any. All other business transacted at an annual general 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.
- 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 twenty (20) members.
- If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned without date.
- The Chair of the Society shall preside as Chair at every general meeting of the Society.
- If there is no Chair or if at any meeting he or she is not present at the time of holding the same, the Vice-Chair shall preside as Chair.
- If there is no Chair or Vice-Chair or if at any meeting neither the Chair nor the Vice-Chair is present at the holding of the same, the members present shall choose someone of their number to be Chair.
- The Chair 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 a casting vote.
- 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.
- 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.
- 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 general meeting.
VOTES OF MEMBERS
- Every member shall have one vote and no more.
- The Officers of the Society shall be the Chair, Vice- Chair, Treasurer and Secretary. The offices of Treasurer and Secretary may be combined. The Officers shall be elected by the Directors from amongst their number at the first meeting of the Directors following each Annual General Meeting. The Directors may elect two persons to fill any position as an Officer, in which case that position shall be designated with "Co-" prior to the proper name of that Office. In such case, each individual filling that office shall have authority to exercise the full powers and authorities vested in that Office by these By-Laws.
- The Chair shall have general supervision of the activities of the Society and shall perform such duties as may be assigned by the Board of Directors from time to time.
- The Vice-Chair 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 Chair, or during such period as the Chair may request to do so.
- There shall be a Secretary of the Society who shall keep the minutes of the meetings of members and Directors and shall perform such other duties as may be assigned to him or her by the Board.
- The Directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these bylaws, be deemed to be the secretary.
- There shall be a Treasurer of the Society who shall receive and deposit all monies paid to or received by the Society, keep a record of all receipts and disbursements, prepare financial reports to be presented at each general meeting, and pay all bills incurred by the Society and approved by the Directors.
- The number of Directors shall be twelve. The subscribers to the Memorandum of Association of the Society shall be the first Directors of the Society.
- Any member of the Society shall be eligible to be elected a Director of the Society, except for an Institutional Member.
- Directors shall be elected by the members at an annual general meeting of the Society, from among their number. At the annual general meeting next following the passage of these Bylaws, one half of the Directors shall be elected and hold office until the general meeting one year from the general meeting of election and one half of the Directors shall be elected and hold office until the general meeting two years from the general meeting of election. Thereafter, half of the Directors shall be elected each year for two year terms.
- Between annual general meetings and notwithstanding Clause 24 and Clause 26, the Directors shall have the authority, on behalf of the members, to appoint Directors to fill vacancies or to elect further Directors who shall hold office for a term running until the next annual general meeting.
- At the first annual general meeting of the Society and at every succeeding annual general meeting, those Directors whose terms expire at that general meeting shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring Directors shall be eligible for re-election.
- If a Director resigns his or her office or ceases to be a member of the Society, whereupon his office as Director shall ipso facto 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.
- The Society may, by special resolution, remove any Director before the expiration of the period of office and appoint another person in his or her stead. The person so appointed shall hold office during such time only as the Director in whose place he or she is appointed would have held office if he or she had not been removed.
- Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the Secretary or Chair or by any four Directors. The first meeting of the Directors may be called by any Director. A meeting of 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 orally, by electronic mail, 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 Director shall not invalidate the proceedings at any meeting of the Board of Directors.
- No business shall be transacted at any meeting of the Board of Directors unless at least one-third in number of the Directors are present at the commencement of such business.
- The Chair or, in his or her absence, the Vice-Chair or, in the absence of both of them, any Director appointed from among those Directors present shall preside as Chair at meetings of the Board.
- The Chair shall have no vote at meetings of Directors except in the case of any equality of votes. In the case of an equality of votes, he or she shall have a casting vote.
POWERS OF DIRECTORS
- The management of the activities of the Society shall be vested in the Directors who, in addition to the powers and authorities by these By-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the Directors shall have power to engage employees and to determine their duties and responsibilities and their remuneration. The Directors may appoint an executive committee, consisting of the Officers and such other persons as the Directors decide. The Directors may delegate any or all of these powers by resolution of the Directors to such committees of members as the Directors may strike from time to time.
AUDIT OF ACCOUNTS
- The auditor of the Society may be appointed annually by the members of the Society at the annual general meeting and, on failure of the members to appoint an auditor, the Directors may do so. The Directors may decide not to appoint an auditor in any given year.
- 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 shall be filed with the Registrar within fourteen days after the annual meeting in each year, as required by law. the rights, powers and immunities conferred upon auditors by the Companies Act.
REPEAL AND AMENDMENT OF BY-LAWS
- The Society has power to repeal or amend any of these By- laws by a special resolution passed in the manner prescribed by law.
- 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 days of a change of Directors, notify the Registrar of the change.
- The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
- The seal of the Society shall be in the custody of the Secretary or such other Director as the Directors may determine and may be affixed to any document upon resolution of the Board of Directors.
- 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.
- The 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.
- Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chair, Vice-Chair, or the Secretary, or otherwise as prescribed by resolution of the Board of Directors.
- The borrowing powers of the Society may be exercised by special resolution of the members.