By – Laws

GRAND PRE AND AREA COMMUNITY ASSOCIATION BY-LAWS

Objects of the Grand Pre and Area Community Association

(a)        To provide input/communication with Municipal, Provincial and Federal Governments

(b)       To provide better communication within the community

(c)       To be a community voice on issues

(d)        To assist/play a role in community projects

(e)        To be a vehicle to facilitate projects in the community (recreation, environment, heritage, etc.)

(f)       To build/foster a sense of community spirit.

DEFINITIONS

1. In these by-laws:

(a)        “GPACA” means Grand Pre and Area Community Association. The Grand Pre and Area comprises Grand Pre, Hortonville, North Grand Pre, and Lower Wolfville.

(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 at a general or special meeting of which notice specifying the intention to propose a special resolution and describing its general nature, has been duly given.

(d)        “Grand Pre and Area” includes Boot Island and is bound by Minas Basin on the north and east to Gaspereau River, then follows Gaspereau River southwest to Grand Pre Road, then north on Grand Pre Road, then west on Hamilton Road to Biggs Road, then southwest on Biggs Road to Melanson Road to Martin Cross Road. The boundary continues north on Martin Cross Road (including the properties on both sides of Martin Cross Road) to Ridge Road, crossing the 101 Highway to Maple Ridge Road to the Wolfville town boundary and then northerly following the Wolfville town line to the Minas Basin.

(e)        “Stewardship Board” means The Landscape of Grand Pré Society Stewardship Board.

(f)        “Board of Directors” means the duly elected board of directors of the GPACA.

(g)        “Director” means a duly elected director of the GPACA.

(h)       “Member” means a member of the GPACA whose name, occupation and address appears in the Register of Members.

(i)        Officer” means the President, Vice President, Chair, Secretary, Treasurer or any other person duly appointed as an officer to the GPACA by the Board of Directors.
MEMBERSHIP RIGHTS AND RESPONSIBILITIES

2. The GPACA is ultimately accountable to the Members of the GPACA.
3. Every Member is entitled to attend any Members’ meeting of the GPACA.
4. Any Member may vote at any General or Special Members’ meeting of the GPACA.
5. Every Member is entitled to hold office in the GPACA.
6. Definition of Member:

(a)        Any resident or landowner 18 years of age or older in Grand Pre and Area is eligible for membership in the GPACA.

(b)        Anyone eligible for membership shall be admitted as a Member upon request and duly noted in the Register of Members by the Secretary. No fee is required for membership.

(c)        The Board of Directors may create special classes of (non-voting) membership from time to time including Honorary Memberships and Lifetime Memberships on such conditions as they determine to be appropriate.

7. Membership in the GPACA is not transferable.
8. Membership in the GPACA shall cease:

(a)       upon the death of a Member, or

(b)        if the Member resigns, by written notice to the GPACA, or

(c)        if the Member ceases to qualify for membership in accordance with these by-laws.

9. Members may repeal, amend or add to these bylaws by Special Resolution. No bylaw or amendment to bylaws shall take effect until approved by the Registrar.
10. Members shall have the right to elect, by ordinary resolution, two (2) representatives from the Grand Pre and Area to the Stewardship Board.
11. No funds of the GPACA shall be paid to or be available for the personal benefit of any Member.

MEMBERS’ MEETINGS

12. Every Member shall have one (1) vote.
13. A General or Special meeting of the Members may be held at any time and may be called by:

(a)       the President or Vice-President of the GPACA or

(b)        any two (2) Directors, or

(c)       any Director, at the request in writing of at least ten (10) Members of the GPACA. Should a meeting of Members not be called within fifteen (15) days of receipt of the written notice given to a Director by Members, then such Members may proceed to call a meeting of Members on their own initiative. The Board of Directors is obligated to provide such Members with the contact information of all Members for purposes of convening a meeting of Members.

14. Notice must be given of any Special or General meeting of Members. The notice must:

(a)        specify the place, day and hour of the meeting,

(b)        be given at least three (3) weeks prior to the Annual General Meeting and seven (7) days prior to any other meeting of Members,

(c)        be given to the Members by email if an email address appears in the Register of Members, or otherwise by telephone, fax, other electronic means, publication in local newsletters, newspapers, television or radio, or by other means, and

(d)        in the case of special business or any Special Resolution to be proposed, specify the nature of such business or resolution.

15. The non-receipt of notice by any Member shall not invalidate the proceedings.
16. The Annual General Meeting of the GPACA shall be held within ninety (90) days of the end of each fiscal year of the GPACA.
17. At the Annual General Meeting of the GPACA, the following items shall be dealt with and deemed to be ordinary business:

(a)        approval of the minutes of the preceding Annual General Meeting,

(b)        consideration of the annual report of the Directors and the Stewardship Board representatives,

(c)        consideration and approval of the annual financial report of the GPACA,

(d)        appointment of auditors for the ensuing year,

(e)        election of Directors, and

(f)        approval of the minutes of any Special or General Meetings of the Members during the year.

All other business transacted shall be deemed special business.

18. A minimum of twenty (20) Members present in person constitutes a quorum. No business shall be conducted at a meeting of Members unless a quorum is present to open the meeting and upon request by any Member, before any vote.

19.

(a)        If a meeting of Members is convened pursuant to section 13(a) or 13(b) above and a quorum is not present within one-half hour from the time appointed for the meeting, it shall be adjourned to such time and place as a majority of the Members present shall decide. Notice of the new meeting shall be given in the manner described in section 14. At the adjourned meeting the Members present shall constitute a quorum only for the purpose of winding up the GPACA.

(b)        If a meeting is convened at the request of or by Members pursuant to section 13(c) above and a quorum is not present within one-half hour from the time appointed for the meeting, it shall be dissolved.

20. The President, or in his/her absence, the Vice-President, or in the absence of both of them, any Member appointed from among those present, shall preside as Chair at Members’ meetings.
21. In the event of a tied vote, the Chair may cast the deciding vote.
22. The Chair may, with the consent of the majority of Members at the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the Members
23. At any meeting, a declaration by the Chair that a resolution has been carried is sufficient unless a poll is demanded by at least three (3) Members. If a poll is demanded it shall be held by show of hands or if requested by at least (3) Members by secret ballot.

DIRECTORS

24. For election to the Board of Directors, a person must be a Member of the GPACA.
25. The Board of Directors is to be composed of seven (7) Directors, including at least one member from the following geographic areas when possible: Grand Pre, Hortonville, Lower Wolfville and North Grand Pre and three members at large.
26. Directors shall be elected for a term of two (2) years, for a maximum of two (2) consecutive terms, and may stand for re-election at the Annual General Meeting at which their first term expires. A minimum of three (3) Directors must be elected at each Annual General Meeting.
27. Directors shall retire from office at the end of each Annual General Meeting at which their successors are elected. Within two weeks of retirement, resignation or removal, the Director shall return all records relating to the business of the GPACA.
28. In the event that a Director resigns, is removed or ceases to be a Member of the GPACA, and provided there exists a board quorum, the Board of Directors may fill the vacancy created from among the Members of the GPACA until the next Annual General Meeting.
29. The Members may, by Special Resolution, remove any Director and appoint another person to complete the term of office of the Director being removed.

(a)        Directors must act honestly, fairly, in good faith, and in the best interests of the GPACA and the Members as a whole.

(b)        Directors shall not make use of their position or information obtained by virtue of their position, for their personal financial benefit or that of another person.

(c)        Directors who have, or could reasonably be seen to have, a conflict of interest have a duty to declare this interest. The declaration should be made to the Members

(1)       upon nomination, and

(2)      if serving as a Director, to the Board of Directors, when the possibility of a conflict is realized.

(d)        A conflict of interest does not prevent a Member from serving as a Director provided that he/she withdraws from the decision-making on matters pertaining to that interest. The withdrawal should be recorded in the minutes of the meeting.

(e)        The Directors are responsible for the management of the GPACA. The powers of the Board of Directors may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting. If there is a vacancy in the Board of Directors, the remaining Directors may exercise all the powers of the Board of Directors so long as a quorum remains in office.

(a)        The Directors may appoint an executive committee and other committees as they see fit.

(b)       A nominating committee shall be struck by the Directors to present names for election to the Board of Directors at the Annual General Meeting and distributed with the notice for each Annual General meeting. The nominating committee shall be comprised of two (2) Members of the GPACA. Any other person wishing to stand for election to the Board of Directors shall be permitted to do so at the Annual General Meeting.

32. The representatives elected to the Stewardship Board shall represent the interests of the GPACA and its Members as a whole. The representatives to the Stewardship Board shall inform the Members of the GPACA of the work of the Stewardship Board at General or Special Meetings of the Members.

DIRECTORS’ MEETINGS

33. Regular meetings of the Board of Directors shall be held at the Horton Community Centre, or an alternative location designated in the notice calling such meeting. The day and time shall be established each year by the new Board of Directors after the Annual General Meeting. The Board of Directors shall meet a minimum of four (4) times per year.

(a)        A meeting of the Board of Directors may be held at the close of every Annual General Meeting without notice for the purpose of electing officers.

For all other meetings of the Board of Directors, notice is required and must:

(1)       specify the date, place and time of the meeting,

(2)       be given to the Directors seven (7) days prior to the meeting,

(3)       be given to the Directors by email, telephone, fax or other electronic means or by personal delivery, and

(4)       specify the agenda and invite all Members to attend with an opportunity to voice any concerns.

The non-receipt of notice by any Director shall not invalidate the proceedings.

(b)       Notice of a meeting of the Board of Directors can be waived by the unanimous consent of the Board of Directors.

(c)        Any person may be invited or permitted to attend a meeting of the Board of Directors

35. A quorum for the purposes of conducting GPACA business at any meeting of the Board of Directors shall be a majority of Directors. No business shall be conducted at any meeting of the Board of Directors unless a quorum is present to open the meeting and, upon request, before any vote. No person shall act for an absent Director at a meeting of the Board of Directors.
36. The President, or, in his/her absence, the Vice President, or, in the absence of both of them, another member of the executive appointed from among the Directors shall preside as Chair of a meeting of the Board of Directors.

37       All decisions of the Board of Directors shall be by way of resolution taken at a meeting of the Board of Directors at which a quorum is present. Resolutions not approved by consensus must be approved by the majority of Directors present at the meeting.

38. In lieu of a meeting, Directors may act by way of unanimous written resolution circulated to and signed by all the Directors. The resolution takes effect upon the last Director’s signature being affixed to the written resolution.
39. Meetings of the Board of Directors may also take place by means of electronic or telephone conferencing, provided that all Directors consent and have the ability to hear one another and participate in the proceedings. A Director so participating in a meeting is deemed to be present at the meeting for all purposes.

OFFICERS

40. Officers will serve for a one (1) year term and be appointed by the incoming Board of Directors at the conclusion of the Annual General Meeting.
41. The Officers shall be appointed by the Directors and shall be a President, a Vice-President, a Treasurer and a Secretary. The Board of Directors may also appoint a Director to be Chair or Vice-Chair of the Board of Directors. Any two offices with the exception of the President and Vice-President may be combined and held by a single person. With the exception of President and Vice President of the Board of Directors, any Officer may, but need not be, a Director.
42. One of the Officers shall be the President. The President shall be responsible for the effectiveness of the Board of Directors and shall perform other duties as assigned by the Members or the Directors.
43. One of the Officers shall be the Vice-President. The Vice-President shall perform the duties of the President during the absence, illness or incapacity of the President, or when the President may request him/her to do so. .
44. One of the Officers shall be Secretary. The Secretary shall:

(a)        have responsibility for maintaining the GPACA website and the preparation and custody of all books and records including:

(1)       the Minutes of Members’ meetings,

(2)       the Minutes of Directors’ meetings,

(3)       the Register of Members, and

(4)       filing the annual requirements with the office of the Registrar, and

(b)        have custody of the Seal, if any, which may be affixed to any document upon resolution of the Board of Directors, and

(c)        file with the Registrar

(1)       within fourteen (14) days of their election or appointment, a list of Directors with their addresses, occupations, and dates of appointment or election, and

(2)       a copy of every Special Resolution within fourteen (14) days after the resolution is passed, and

(d)       provide notice of meetings of the Board of Directors and the Members,

(e)        act as the agent for service of process of the GPACA, and

(f)        perform other duties as assigned by the Board of Directors.

45        One of the Officers shall be the Treasurer. The Treasurer shall have responsibility for preparation and custody of all financial books and records of the GPACA and carry out all other duties as assigned by the Board of Directors.

46        The Directors may also appoint a Recording Secretary

(a)        who is responsible for taking minutes of all Board of Directors and Members’ meetings, and

(b)        who need not be a Director.

47. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the GPACA by any two of the President, the Vice-President and a Director upon authorization by a resolution of the Board of Directors.

FINANCE       

48. Any proposals to undertake work on behalf of the GPACA over $1000 must be posted on the website (should one be constructed) and circulated to all Members. The selection of proposals will be made by the Directors and the Members informed of the decision. Any series of contracts to a single provider in a twelve month period for the provision of goods or services to or on behalf of the GPACA and which is in excess of $1000 must be put to public tender.
49. The fiscal year end of the GPACA shall be the last day of August.
50. The Directors shall present to the Members a written report on the financial position of the GPACA at the Annual General Meeting. The report shall be in the form of:

(a)       a balance sheet showing assets and liabilities of the GPACA as of the fiscal year end, and

(b)       a statement of income and expenditures of the GPACA in the preceding fiscal year.

51. A copy of the financial report shall be signed by the Treasurer and the person appointed to audit the financial records of the GPACA.
52. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each Annual General Meeting.
53. The GPACA Board of Directors may only borrow money or make expenditures in excess of $1000 as approved by a Special Resolution of the Members.
54. The Members may inspect the annual financial statements, minutes of Members and Board of Directors meetings, the Register of Members and any other book or record of the GPACA, by request with one (1) weeks’ notice at the registered office of the GPACA. A Member, at his or her own expense, may request a copy of any book or record of the GPACA. Alternatively, the Board of Directors may make such records available to Members electronically.
55. Directors and Officers shall serve without remuneration and shall not receive any personal benefit or make any profit from their positions. However, with the approval of the Board of Directors, a Director or Officer may be paid reasonable expenses incurred in the performance of his/her duties. .
56. The GPACA shall not make loans, guarantee loans or advance funds to any Director, Officer, or Member.

(a)        The banking arrangements of the GPACA shall be conducted with such banks, trust companies or other organizations as may from time to time be designated by the Board of Directors.

(b)        The Board of Directors shall designate the Treasurer and two (2) other Directors as signing officers for banking purposes.

(c)        Cheques must be signed by the Treasurer and any one of the signing officers.

June 2014