By-Laws of The Midwifery Coalition of Nova Scotia

DRAFT 1 / 2003

Article 1: Name

The name of this society is the Midwifery Coalition of Nova Scotia.

Article 2: Goal and Purpose

The goal of the Midwifery Coalition of Nova Scotia is to have midwifery accepted as part of Nova Scotia's health system and to have midwifery care covered as an insured service.

The purpose of the Midwifery Coalition of Nova Scotia is to advocate for a health system where midwives would provide complete care during pregnancy, birth and postpartum.

Article 3: Membership

Membership is not transferable.
Membership ceases when a member dies, resigns, or states that he or she no longer supports the goals and purpose of MCNS.

3.1 Supporting Membership

Supporting Membership is open to any individual who supports the goal and purpose of the MCNS.
Supporting members of the MCNS are entitled to attend all meetings of the Society and of the Board of Directors.

3.2 Voting Membership

Voting membership is open to any individual who

Voting members are entitled to attend all meetings of the Society and of the Board of Directors, to vote at the annual general meeting of the society and to hold any office. Each voting member has one vote. Proxy voting is not allowed.

Article 4: Fiscal Year

The fiscal year of MCNS runs from September 1 in any year to August 30 of the following year.

Article 5: Meetings

5.1 Annual General Meeting

The annual general meeting of the MCNS will be held within three months after the end of each fiscal year.

The following items of business will be addressed at the annual general meeting:

All other business transacted at an ordinary or annual general meeting will be considered to be special business.

5.2 Special General Meeting

A special general meeting of the MCNS may be called by the Chairperson or by the directors at any time.
The Directors must call a special general meeting if at least twenty-five per cent (25%) of the members of the MCNS make a written request for such a meeting.

5.3 Notice of Meetings

Notice of a meeting, stating date, time and place, must be given at least three (3) days in advance. Any special business that is to take place at the meeting must be described in the notice.
Notice can be given to members through:

Voting members may also be notified through mail or phone at the discretion of the Directors.

5.4 Quorum

A quorum of five (5) voting members must be present within 30 minutes of the stated meeting time for business to be transacted at any meeting of the MCNS.

5.5 Meeting Chair

The Chairperson of the MCNS shall chair all general meetings. If the Chairperson is not present, the Vice-Chairperson will chair the meeting. If neither the Chairperson nor Vice-Chairperson is present, voting members present at the meeting will choose a Chair from among their number.

5.6 Voting

Voting at all general meetings will be called by the Chair and done by ash ow of hands.
The Chair will declare whether the resolution has passed. Unless a poll is requested by at least three (3) members, a declaration by the Chair that a resolution has been carried and a note to that effect in the Minutes is sufficient evidence of passage and no proof of the number of voting members for or against the resolution is needed.

Article 6: Directors

The voting members who are present at the annual general meeting of the MCNS will elect the Directors. Directors must be voting members of the MCNS.

6.1 Number of Directors

The number of Directors shall be not less than five (5) or more than 15.

6.2 Term of Office

Directors are elected for a term of one year, running from the adjournment of the annual meeting to the adjournment of the annual meeting of the following year. There is no limit on the number of consecutive terms of office a Director may hold.

6.3 Vacancies on the Board of Directors

Vacancies on the Board may be filled by the Board of Directors. New Directors must be selected from among the Voting Members of the Society. The newly appointed Board member will hold office for the unexpired portion of the term of office of the Board member being replaced.

6.4 Meetings of the Board of Directors

The Board of Directors shall meet as often as the business of the society requires. Directors must be notified of the date, time and place of meetings at least 3 days in advance. Notification may be by e-mail or posting on the society’s website.
A minimum of 3 Directors must be present in order to conduct business at
a Board meeting.

6.5 Officers

The officers shall be a chairperson, Vice-Chairperson, Secretary and treasurer. The offices of Secretary and Treasures may be combined. The Directors will choose the officers from among the Board members. The Board will determine the responsibilities of the officers.

6.6 Powers of Directors

The Board is responsible for managing the activities of the Society, including hiring staff and appointing committees to carry out Society activities.
Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chairperson or the Vice- Chairperson and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.
The borrowing powers of the Society may be exercised by the Board as authorized by special resolution of the members.

Article 7: Audit of Accounts

In addition to the financial statement given by the Board to the members at every Annual General Meeting, an auditor will be named at the AGM every 5 years.
The Auditor will make a written report to the Members stating whether the balance sheets are accurate and give a full and fair accounting of the Society’s affairs.

Article 8: Repeal and Amendment of By-laws

The Society may repeal or amend any of these by-laws by a vote on special resolution at the Annual General Meeting or at a Special General meeting.
A special resolution to change the by-laws of the society must be circulated to the membership at least 2 weeks in advance of the meeting, either by e-mail or by posting on the Society’s website.

Article 9: Registration of the Society

The Society shall file with the Registrar its Annual Statement a list of its directors with their addresses, occupations and dates of appointment or election.
Within fourteen days of a change of directors, the Board will 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.

Article 10: Records of the Society

Custody of all of the records of the Society and of the board of Directors shall be the responsibility of the Chairperson.
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.

MCNS By-Laws 2003 / DRAFT 1