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DRAFT REVISION, March, 2003
In the Matter of:
Chapter 435,
----and---
In the Matter of:
The Incorporation of the “Cape Breton Charitable Association of Halifax” under the provisions of said Act.
Memorandum of Association
1. The name of the Society is the Cape Breton Charitable Association of Halifax.
2. The objects of the Society are:
a) To provide money by way of scholarships or bursaries to assist
b) To assist by contributions of money or otherwise, such charities in
c) To endeavour to preserve by any means at its disposal, the ancient culture and traditions of
3. The activities of the Society are to be carried on in the
4. The mailing address of the association is:
We, the several persons whose names, addresses and occupations are subscribed, desire to be formed into a Society in pursuance of the Memorandum of Association.
Original Signed by:
John A. MacIsaac
Ticket Car – CNR
Original Signed by:
Elizabeth MacDonnell
Typist
Original Signed by:
Roderick MacEachern
Electrician
Original Signed by:
Roderick J. MacDonald
Plumber
Original Signed by:
J. D. Walker
Housewife
Original Signed by:
Mrs. Margaret Wilkie
Housewife
Witness to the above signatures;
12 January 54
Original Signed by:
Gordon M. Graham
BY-LAWS OF THE
CAPE BRETON ASSOCIATION OF
1. MEMBERS:
Other than the signatures to the Memorandum of Association of the Society, and the present membership of the Society, all persons over the age of eighteen years who were born on the island of Cape Breton and who reside in Halifax or its suburbs; or any person over 18 years whose parent or parents was/were born in Cape Breton; or the spouse of any active member of the Cape Breton Association, shall be eligible for active membership upon payment of the annual dues hereinafter prescribed and who agree to conform to these by-laws and any other regulations of the Society for the time being in effect.
{Any relative of an active member} Any other person wishing membership in the Society shall be eligible for membership in the Society as an associate member.{, providing that such active member be a Cape Bretoner, even though such relative was not born in Cape Breton,} on payment of the annual dues hereinafter prescribed and conforming to these by-laws and other regulations of the Society for the time being in effect.
Associate members shall have all the rights and privileges of active members with the exception that they shall not be eligible to hold any office in the Society for a period of two consecutive years.
2. ANNUAL DUES:
Membership dues shall be declared and fixed by a majority vote of the members present at each annual meeting of the association. Annual dues are to be paid in January and no later than March. Persons holding membership the previous year retain voting rights until the end of March.
Annual dues are payable at all times in advance at the first regular meeting in January of each year, provided that the dues of new members may be apportioned for the balance of the current year at the time of joining.
In the event of a membership being terminated for any cause, no portion of the annual dues will be returnable.
Other than for payment of the annual dues, no member of the Society shall be liable for the debts or liabilities of the Society, unless he or she shall have expressly made himself or herself liable; therefore provided that the Society may, from time to time by majority vote of the persons present at any regular meeting, make an additional levies on the members – not to exceed five dollars in any one year.
3. TERMINATION OF MEMBERSHIP:
Members shall be permitted to resign at any time.
Members may be expelled or their membership cancelled for misconduct or non-payment of dues, by majority vote of the members present at any regular meeting of the Society.
4. MEETINGS:
The regular meeting of the Society shall be held monthly, excepting the months of July and August, on a day determined by the members at a regular meeting or by the executive if necessary. {The secretary shall notify the members in writing as to the time and place of the meeting.}
Five members plus table officers shall constitute a quorum at all meetings of the Society.
Only members whose dues for the then current year have been paid , shall have the right to vote at any meeting as provided for in paragraph 1, subsection 2.
The president or any member presiding at any meeting in his/her absence at any meeting of the Society, shall have a vote only in the event of a tie.
The annual general meeting of the Society shall be the meeting in December of each year; and the officers elected and installed at that time shall take office at the meeting held in January.
The quorum of all executive or directors’ meetings shall be one more than half the number of persons entitled to vote. A quorum is necessary for business to be transacted. The association can appoint two alternate members to the Board of Directors.
5. ELECTIONS:
At the regular meeting of the Society held in November of each year, a nominating committee shall be appointed by the president. This committee will present a proposed slate of officers and directors to the annual meeting. Members proposed for office by the committee shall have been interviewed and signified their willingness to act.
At the annual meeting, additional nominations for the office may be given from the floor; but no member shall be nominated or elected to office in absenteeism unless the member nominating has the consent of the absent members so to do, which shall be considered as a further consent to act if elected.
No members shall be elected as an officer or director whose dues are in arrears {for any year previous to the annual meeting or the current year}.
The election of officers shall be open ballot during the taking of which, if there be more than one candidate, the president or member presiding in his/her stead may request the candidates to retire from the meeting until such ballot is taken.
6. OFFICERS AND EXECUTIVE:
The officers of the Society shall be Honorary President, President, First Vice-President, Second Vice-President, Secretary and Treasurer, who shall be elected annually as hereinbefore provided from among active members of the Society and shall hold office until their successors are appointed.
In addition to the officers, there shall be elected six directors who, with the officers, shall compose the executive committee of the Society.
All officers shall give to their successors or the president, all papers of any property concerning matters of the association at the end of their term of office; and will not be released from the obligations of their office until such is done.
7. COMMITTEES:
In addition to the executive committee, the Society may from time to time, appoint such special committees as may be deemed necessary; but such committees or members thereof shall not thereby become members of the executive committee.
The executive committee will draw up a working budget to comply with the by-laws of the association.
The president shall ex officio be a member of all committees.
8. DUTIES OF OFFICERS AND DIRECTORS:
The officers and directors shall have all the duties and exercises of the powers of management of the Society of their respective office; and shall serve without remuneration provided that at the annual meeting, the Society may by majority vote honoraria to such officers or members for services rendered as may be desired.
The president shall preside at all meetings of the Society in charge of all its activities and shall, with the treasurer, be one of the financial signing officers of the Society.
The First vice-president and Second Vice-president shall have the same powers as the president in his/her absence including signing authority.
The secretary shall record the minutes of all meetings of the Society or executive in a book/binder provided for the purpose, attend to all the correspondence of the Society; and such other duties as may be directed by the president or the executive, and shall in all matters other than the signing of cheques, financial statement, or any matter dealing directly with the finances of the Society, be signing officer with the president or vice-president as the case may be.
The treasurer shall receive all dues and other fees paid by the members and all revenue coming to the Society from whatever sources, and deposit all such monies in one or more accounts as may be directed by the executive in a chartered bank in the Halifax Regional Municipality {City of Halifax}, and pay out by cheque such accounts payable by the Society as are approved by the executive committee. He/she shall, for this purpose, be with the president or vice-president, as the case may be, a signing officer of the Society. He/She shall keep proper books of accounts and annually, or when requested by the Society, render to the members a complete statement of the financial affairs of the Society. The annual statement of the treasurer shall be audited by the auditors of the Society before presentation to the annual meeting.
9. AUDIT ACCOUNTS:
The accounts shall be audited annually for presentation to the annual meeting by at least two auditors appointed at the previous annual meeting.
10. SEAL OF THE SOCIETY:
The Seal of the Society shall remain in the custody of the secretary and shall only be imprinted on such documents as may be authorized by the executive committee.
11. BY-LAWS:
Any additions, alterations, amendments or recisions in these by-laws shall be by ¾’s vote of the members present at any regular meeting of the Society. Notice of such proposed addition, alteration, amendment or recision having been given at the previous meeting and subsequently notified to the members in the notice of the meeting.
12. CUSTODY OF SOCIETY PROPERTY:
The secretary shall be custodian of all the records of meetings and proceedings of the Society and the executive as well as all correspondence; and shall be custodian of all other property of the Society as authorized by the executive committee.
All financial books and records of the Society shall be prepared by and held in the custody of the treasurer.
13. INSPECTION OF BOOKS AND RECORDS:
The books and records of the Society shall be open and may be inspected by members in good standing at the time and place of all regular meetings of the Society.
14. EXECUTION OF DOCUMENTS:
All documents of the Society except as herein-before provided, shall be executed by the president and the secretary; or if either is absent or unable to act, by the vice-president and whichever of the president or secretary is available.
15. PERSONAL INTEREST:
No officers shall be permitted to sign any document nor any member be permitted to have any vote concerning any matter in which he or she shall have any personal interest.
16. ORDER OF BUSINESS:
The Order of Business at all regular meetings of the Society shall be
Call to Order;
Minutes of previous regular meeting;
Financial statement
Business arising out of minutes;
Committee reports
Minutes of Executive meetings;
New Business;
{Financial Statement;}
Elections and Appointments;
Adjournment.