By-Laws Of The Solar Energy Society of Nova Scotia
1. In these by-laws unless there is something in the subject or context inconsistent therewith
(a) “Society” means The Solar Energy Society of Nova Scotia
(b) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act
(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 are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
2. 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.
3. For the purpose of registration, the number of members of the Society is unlimited.
4. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold any office, but there shall be no proxy voting.
5. Membership in the Society shall not be transferable.
6. The following shall be admitted to membership in the Society:
(a) any person who supports the objects of the Society
(b) any individual who contributes annually to the support of the Society, not less than five dollars ($5)
7. No formal admission 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 shall cease upon the death of member, or if, by notice in writing to the Society, he resigns his membership, or if he ceases to qualify for membership in accordance with these by-laws.
9. The fiscal year of the Society shall be the period from December 1 in any year to November 30 in the year next following.
10. (a) The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society;
(b) An extraordinary general meeting of the Society may be called by the Chairman or by the directors at any given time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Society.
11. Three day’s 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 and by sending it through post in a prepaid letter addressed to each member at his last known address. 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 and in providing such service shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
12. At each ordinary or 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 directors;
Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;
Election of directors for the ensuing year;
Appointment of auditors.
All other business transacted at an ordinary or 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.
13. 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 five members.
14. If within one-half hour of the time appointed for a 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 such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
15. (a) The Chairman of the Society shall preside as Chairman at every general meeting of the Society;
(b) If there is no Chairman or if at any meeting he is not present at the time of holding the same, Vice-Chairman shall preside as Chairman;
(c) If there is no Chairman or Vice-Chairman or if at any meeting neither Chairman nor Vice-Chairman is present at the holding of the same, the members present shall choose someone of their number to be Chairman.
16. The Chairman shall have not vote except in the vase of an equality of votes. In the vase of an equality of votes, he shall the casting vote.
17. The Chairman 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.
18. At any general meeting, unless poll is demanded by at least three members, a declaration by the Chairman that resolution has been carried and an entry to that effect in the book of 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.
19. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairman may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
Votes of Members
20. Every member shall have one vote and no more.
21. Unless otherwise determined by general meeting, 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.
22. Any member of the Society shall be eligible to be elected a director of the Society.
23. Directors shall be elected by members at each ordinary or annual general meeting of the Society.
24. The members shall elect as director, representative nominated by each of the organizations which support the work of the Society and the remaining directors shall be elected by the members from among their number.
25. At the first ordinary or annual general meeting of the Society and at every succeeding ordinary or annual general meeting, all of the directors 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.
26. In the event that a director resigns his or her office or ceases to be a member in the Society, where upon 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.
27. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his stead. The person so appointed shall hold office during such time as only as the director in whose place he is appointed would have held office if he had not be removed.
28. 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. A meeting of directors may be held at the close of every ordinary or annual general meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not validate the proceedings at any meeting of the Board of Directors.
29. No business shall be transacted at any meeting of the Board of Directors unless at least one-thirds in the number of the directors is present at the commencement of such business.
30. The Chairman or, in his absence, the Vice-chairman or, in the absence of both of them, any director appointed among those directors present shall preside as Chairman of the Board.
31. The Chairman shall be entitled to vote as director and, in the case of an equality of votes, he shall have a casting vote in addition to the vote to which he is entitled as a director.
Powers of Directors
32. 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 herby 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 a co-ordinator and to determine his duties and responsibilities and his remuneration. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.
33. The officers of the Society shall be Chairman, a Vice-Chairman, a treasurer and a secretary. The officers of treasurer and secretary may be combined.
34. The directors shall elect one of their number to be chairman of the Society. The Chairman shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him by the Board of Directors from time to time.
35. The directors may also elect from their number a Vice-Chairman. The Vice-Chairman shall, at the request of the Board and subject to its directions, perform the duties of Chairman during the absence, illness or incapacity of the Chairman, or during such period as the Chairman may request him to do so.
36. (a) There shall be a secretary of the Society who shall keep the minutes of the meetings of the members and directors and shall perform such other duties as may be assigned to him by the Board. The Board shall appoint the secretary and may also appoint a treasurer of the Society to carry out such duties as the Board may assign. If the directors think fit, the same person may hold both offices of secretary and treasurer.
(b) The directors may appoint a temporary substitute for the secretary who shall, for the purpose of these by-laws, be deemed to be the secretary.
Audit of Accounts
37. The auditor of the Society shall 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.
38. The Society 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 operating account. The auditors shall make a written report to the members upon the balance sheet and operating account and, in every such report, he shall state whether, in his opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up as to exhibit a true and correct view of the Society’s affairs, and such report shall be read at the annual general meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual general meeting in each year, as required by law.
Repeal and Amendment of By-Laws
39. The Society has the power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.
40. 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, within fourteen days of the change of directors, notify the Registrar of the change.
41. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
42. 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.
43. Preparation of minutes, custody of the books and records, and custody of the minutes of all meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.
44. 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.
45. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chairman or Vice-Chairman and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.
46. The borrowing powers of the Society may be exercised by special resolution of the members.