m
Popular Posts
Follow Us

Bylaws

BY-LAWS OF

THE CHINESE SOCIETY OF NOVA SCOTIA

In these By-Laws hereafter passed unless the context otherwise requires, words importing the
singular number shall include the plural number and vice versa.

1.

In these By-Laws, unless there be something in the subject or context inconsistent

therewith:

1.

“Society” means the Chinese Society of Nova Scotia.

2.

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

3.

“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.

4.

“Board” means the Board of Directors.

PURPOSE

2.

The objectives of the Society are:

1.

To preserve and promote Chinese culture in a multicultural environment in
Nova Scotia;

2.

To actively support the Canadian policy of Multiculturalism;

3.

To promote understanding, friendship, and well-being among Members
and other groups or societies with similar objectives;

4.

To promote and support the civil and human rights of Members;

5.

To promote active involvement in community activities.

3.

The Society shall be a non-profit organization without any affiliation to any
political party.

MEMBERSHIP

4.

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 other,
shall be Members of the Society.  Their names shall be entered in the Registry of
Members accordingly.
5.

For the purpose of registration, the number of Members of the Society is

unlimited.

6.

Every Member of the Society shall be entitled to attend and vote at any meeting

of the Society and to hold any office, but there shall be no proxy voting, except
for special resolutions.

7.

Membership in the Society shall not be transferable.

8.

Any individual over the age of 18 years residing in Nova Scotia who supports the

objectives of the Society and contributes to the support of the Society an amount
to be determined at the Annual General Meeting (AGM) may be admitted to
membership in the Society.

9.

There may be established from time to time fees for membership by the Society.

Payment of fees may be a condition of membership.  Membership fees shall be
paid at the beginning of each fiscal year.  There are to be two paid classes of
membership.  A Single Membership shall be issued to a single person.  A Family
Membership shall include a named member, his/her spouse, dependent parents,
dependent grandparents and dependent children under the age of 21.

10.

Membership in the Society shall cease upon the death of a Member, or if, by

notice in writing to the Society, he/she resigns his/her membership, or if he/she
ceases to qualify for membership in accordance with these By-Laws.

11.

Membership fees, as determined from time to time, shall be payable within three

(3) months of the date of each AGM.  In the event a Member has not paid his/her
membership fee after this period, he/she shall be removed from the membership
list and shall not be entitled to any rights granted only to Members in good
standing.

12.

Membership may also be terminated by special resolution of the Society at a

special general meeting only for reasons deemed to be detrimental to the
objectives of the Society.

FISCAL YEAR

13.

The fiscal year of the Society shall be the period from October 1 until September

30 of the following year.

MEETINGS

14.

The AGM of the Society shall be held within one month of the end of each fiscal

year of the Society.
15.

A special general meeting of the Society may be called by the President or by the

Board at any time, and shall be called by the Board if requisitioned in writing by
at least twenty- five per centum (25%) in number of the Members of the Society.

16.

Fourteen (14) 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, by facsimile or by e-mail
or by sending it through the post in a prepaid letter addressed to each Member at
his/her last known address.  Any notice shall be deemed to have been given by
facsimile or by e- mail when transmission has been confirmed, and by post at the
time when the letter containing the same would be delivered in the ordinary
course of post and in providing such service it 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.

17.

At each AGM of the Society, the following items of business shall be dealt with
in the order listed below and shall be deemed to be ordinary business:

1.

Approval of Minutes of preceding general meeting;

2.

Business arising from Minutes;

3.

Consideration of the annual reports of the Board, Executive Committee,
Capital Fund Committee and other Committees of the Society;

4.

Consideration of the financial statements, including balance sheet and
income statement and the report of the reviewers thereon;

5.

Election of Directors for the ensuring year;

6.

Election of Executive Committee for the ensuring year;

7.

Other ordinary business.
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 a special general meeting of the Society.

18.

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 at least fifteen per centum (15%) of all the Members of the Society.
19.

If within forty-five (45) minutes 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 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
sine die.

20.

All meetings shall be conducted in English and Chinese.  With the exception of

the Newsletter, all communications of the Society shall be in English or Chinese.
The Newsletter shall be published in English and Chinese.

21.

The President of the Society shall preside as Chair at every general meeting of the

Society.  If the President is not present at the time of holding the general meeting,
the Vice-President shall preside as Chair.  If neither the President nor the Vice-
President is present, the Members present shall choose someone of their number
to be Chair.
22.

The Chair may, with the consent of the Members present at the meeting,  adjourn

any meeting from time to time and from place to place but no new 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 meeting, unless a poll is demanded by at least three (3) Members, a

declaration by the Chair that a 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.
24.

If a poll is demanded in manner aforesaid, the same shall be held in such a

manner as the Chair may prescribe and the result of such a poll shall be deemed to
be the resolution of the Society in general meeting

VOTES OF MEMBERS

25.

Every Single Membership shall have only one (1) vote.  Every Family
Membership shall have no more than two (2) votes, which may only be used by
Members over the age of 21.  The Chair at any meeting shall not vote, except in
the event of an equality of votes.

DIRECTORS
26.

Unless otherwise determined by membership at the AGM, the number of
Directors is five(5).
27.

At a special meeting to be held within six (6) months following enactment of
these By-Laws:

(a)

The President as the Chair of the meeting shall invite nominations from
the membership and shall take a vote of the membership during which
four (4) Directors shall be elected from those duly nominated;

(b)

After holding the vote and counting the ballots in the manner provided for
herein, the President shall determine the four (4) persons with the largest
number of votes and shall announce the names of those persons and the
number of votes each of them received;

(c)

The persons with the first and second largest number of votes shall be
elected for three (3) year terms, the person with the third largest number of
votes shall be elected for two (2) year terms and the person with the fourth
largest number of votes shall be elected for one (1) year term.
28.

In the event of an equality of votes, the name of each of the persons who are tied
shall be written on a separate slip of paper and drawn from a container by the
Secretary and the order in which the names are drawn shall determine their
standing in the voting.
29.

At each subsequent AGM, a vote of the membership shall be held to elect
successors for Directors whose terms have expired and the successors shall serve
for a term of three (3) years.
30.

Any Member of the Society having been a Member in good standing for at least
two (2) consecutive years and preferably has served as an Officer of the Society
shall be eligible to be elected as a Director of the Society.
31.

Directors may not serve as Officers of the Society and members of the Capital
Fund Committee.
32.

Directors coming to the end of their terms shall retire from office at each AGM,
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.

33.

In the event that a Director resigns his/her office or ceases to be a Member of the
Society, whereupon his/her 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 from among the Members of the Society.

34.

A Director may be removed from the Board if he/she is absent from two (2)
Board meetings in a year without legitimate reasons. The Society may at a general
meeting terminate membership of 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.
35.

Meetings of the Board shall be held as often as the business of the Society may
require, but no less than three (3) times each fiscal year and shall be called by the
Chairperson of the Board.  A meeting of the Board 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, in writing, by facsimile or by e- mail, to each Director at least ten (10) days
before the meeting is to take place, but non-receipt of such notice by any Director
shall not invalidate the proceedings at a meeting of the Board.
36.

No business shall be transacted at any meeting of the Board unless a majority of
the Directors is present at the commencement of such business.

37.

The Chair of the Board, who shall be chosen among the Directors and shall
preside at every Board meeting, is entitled to vote as a Director and, in the event
of an equality of votes, he/she shall have a casting vote in addition to the vote to
which he/she is entitled to as a Director.  The Chair shall be elected for one (1)
year term and shall be eligible for re-election.  The Board shall choose among the
Directors a Secretary.

POWERS OF DIRECTORS

38.

The formulation of policies and future directions of the Society shall be vested in
the Board which, 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.

OFFICERS (EXECUTIVE COMMITTEE)
39.

The Officers of the Society shall be a President, a Treasurer, a Secretary, a Chair
of Culture and Education, a Chair of Health and Recreation and a Chair of
Communications.  Officers shall elect one of them to hold an additional
portfolio of Vice-President.  This Officer shall have only one vote.  All Officers
shall be eligible for re-election.

40.

The Executive Committee of the Society shall consist of the Officers of the
Society and shall manage the affairs of the Society in accordance with the policies
and directions set by the Board.
41.

The Executive Committee shall have the power to accept, on behalf of the

Society, any gifts, endowments, bequests or their receivables that are designated
or intended for the benefit of the Society.

42.

Membership in the Executive Committee may be terminated by  the Board
between annual general meetings upon recommendation of two-thirds of the
Executive Committee members. The voting shall be done by secret ballots.
43.

The Executive Committee shall act as a Nomination Committee to nominate
Members for the specific offices of the incoming Executive Committee for
consideration of election by the General Membership at the AGM.

44.

The President shall, in addition to being the official representative of the Society,
have general supervision of the activities of the Society to ensure the Society’

s

objectives are achieved. The President shall attend meetings of the Board as an ex
officio and provide reports as may be necessary from time to time.  The President
shall not be entitled to vote as a Director.
45.

The President shall be the advisor to the incoming Executive Committee after
his/her term in office is complete.
46.

The Vice-President shall, subject to the directions of the Board, perform the duties
of the President during the absence, illness or incapacity of the President, or
during such period the President may request him/her to do so.
47.

The Secretary of the Society shall prepare and keep minutes of meetings of the
Society and the Executive Committee and perform such other duties as may be
assigned to him/her by the President from time to time.
48.

The Treasurer of the Society shall be responsible for the day to day financial
administration of the Society and for such other duties as may be assigned to
him/her by the President from time to time.
49.

The Chair of Communications shall be responsible for the publication and
delivery of a newsletter, maintenance of the Society’

s website and e- mail to keep

Members informed of the current activities of the Society.
50.

The Chair of Culture and Education sha ll be responsible for the education of
Members, their families and the general public with respect to Chinese culture,
history, language and heritage.
51.

The Chair of Health and Recreation shall be responsible for organizing the
activities of the Society, including recreation and sport programs.

COMMITTEES UNDER THE JURISDICTION OF THE EXECUTIVE COMMITTEE
52.

The following standing committees shall continue operation annually.  Members
may be appointed to these committees by the Executive Committee for a
determined term:

1.

Communications Committee – This committee shall assist the Chair of
Communications in providing an efficient system to inform Members
current activities of the Society.

2.

Culture and Education Committee – This Committee shall assist the Chair
of Culture and Education in the education of Members and the general
public with respect to Chinese culture, history, language and heritage;

3.

Health and Recreation Committee – This Committee shall assist the Chair
of Health and Recreation in organizing activities of the Society, including
recreation and sport programs;

4.

Community Relations and Fund-Raising Committee – This Committee
shall assist the Vice-President in promoting the objectives of the Society,
as well as assist in fund-raising activities for the benefit of the Society.

53.

The Executive Committee may appoint Members to other committees on an ad
hoc basis annually to aid in the efficient management of the Society.

THE CAPITAL FUND COMMITTEE
54.

There shall be a Capital Fund Committee consisting of three (3) members,  who
shall be appointed by the Board after consultation with the Nomination
Committee and final confirmation of the General Membership at the AGM.  The
terms of office of the three (3) members of the inaugural Committee shall be three
(3), two (2) and one (1) years, respectively.  Henceforth, successors for committee
members whose terms have expired shall serve for a term of three (3) years.
Committee members shall elect one of them to be the Chair of the Committee.
Committee members including the Chairperson shall be eligible for re-
appointment.
55.

The Chair of the Capital Fund Committee shall oversee the operation of the
Committee to ensure the investment objectives and goals as approved by the
General Membership are achieved.  The Chair shall present reports on the
investment activities to the Members at the AGM and to the Board at its meetings
no less than two (2) times in each fiscal year.
56.

The goal of the Capital Fund Committee is to provide a capital base for the
generation of income and long term financial stability for the Society to achieve
its objectives.  The Committee shall be the custodian of the Capital Fund of the
Society charged with the responsibility of managing its investment in accordance
to the strategy chosen by Members of the Society and shall have the power to seek
advice from a full-service broker or a financial advisor. The Committee shall have
trading authority only but shall not have access to the Capital Fund.  Any use of
the Capital Fund other than for investment proposes must be approved by
Members at AGM.  The Committee shall not be held accountable for the
investments except out of gross negligence, fraud or wilful misconduct.

REVIEW OF ACCOUNTS

57.

The Treasurer of the Society shall make a written report to the Members on the
financial position of the Society and the report shall contain a balance sheet and
operating account.

58.

The balance sheet and operating account prepared by the Treasurer shall be
reviewed by two (2) members of the Board.  The reviewers shall make a written
report to the Members upon the balance sheet and operating account, and in such
report, they shall state whether, in their opinion, the balance sheet is a fair
representation of the Society’

s financial affairs and such report shall be read at the

AGM.

59.

At the end of each fiscal year, no less than forty per centum (40%) of any
operating surplus of the current fiscal year shall be transferred to the Capital Fund.

MISCELLANEOUS

60.

The Society sha ll file with the Registrar with its Annual Statement a list of its
Officers and Directors with their addresses, occupations and dates of election or
appointment, and within fourteen (14) days of a change of Officers and Directors,
notify the Registrar of the change.
61.

The Society shall file with the Registrar a copy in duplicate of every special
resolution within fourteen (14) days after the resolution is passed.
62.

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.
63.

Custody of minutes of all meetings, records and books, with the exception of
financial records and books, of the Society shall be the responsibility of the
Secretary.
64.

The preparation and custody of  financial records and books of the Society shall be
the responsibility of the Treasurer.  Such records and books shall be kept for a
minimum of seven (7) years.
65.

The books and records of the Society may be inspected by any Members at any
reasonable time within two (2) days prior to the AGM in the presence of a
member of the Executive Committee.
66.

Contracts, deeds, bills of exchange and other instruments and documents that have
been approved by the Executive Committee in accordance with the policy set by
the Board may be executed on behalf of the Society by the President or the Vice-
President and the Secretary, or otherwise as prescribed by resolution of the Board.
67.

The borrowing powers of the Society may be exercised by special resolution of
the Members.
68.

Amendment or repeal of these By- Laws may only be made by special resolution
of the Society passed in the manner prescribed by law.
69.

Upon the dissolution of the Society any assets remaining after the payment and
satisfaction of the debts and liabilities shall be transferred to an organization or
organizations having cognate or similar objects.

October 3, 2004