BY-LAWS OF
CHEBUCTO COMMUNITY NET SOCIETY
2007
Proposed amendments in
[Red print and square brackets]
were voted on and passed by Special
Resolution at the
October 5, 2022 Annual General Meeting
of the Chebucto Community Net Society
1. In these By-laws unless there be something in the subject
or context inconsistent therewith
(a) "Society" means the Chebucto Community Net Society.
(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
meeting of which notice specifying the intention to
propose the resolution as a special resolution has
been duly given.
MEMBERSHIP
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. Every member of the Society shall be entitled to attend
any meeting of the Society and to vote at any meeting of the
Society.
4. Membership in the Society shall not be transferable.
5. The following shall be admitted to membership in the
Society:
(a) any individual who completes the Application Form
and pays the annual dues prescribed by the Board of
Directors and who shall be referred to as an
Individual Member.
(b) a body corporate or other organization which
completes the Application Form and pays the annual
dues prescribed by the Board of Directors and which
shall be referred to as an Institutional Member.
6. No formal admission to membership 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.
7. Membership in the Society shall cease upon:
(a) the death of a member, or
(b) if, by notice in writing to the Society, the member
resigns their membership, or
(c) the expiration of the term of the previous valid
membership
(d) the Directors, by a resolution passed by not less
than three fourths of the Directors present at a
Directors meeting, vote to remove the membership of
an organization or individual.
FISCAL YEAR
8. The fiscal year of the Society shall be the period from
January 1 in any year to January 1 in the year next following.
MEETINGS
9. (a) The annual general meeting of the Society shall be
held within four months after the end of each
fiscal year of the Society.
(b) An extraordinary general meeting of the Society may
be called by the Chair or by the Directors at any
time, and shall be called by the Directors if
requisitioned in writing by at least one hundred
(100) in number of the members of the Society.
10. At least three 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 sending it via E-mail
on the Chebucto Community Net.
The non-receipt of any notice by any member shall not invalidate
the proceedings at any general meeting.
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 electronic mail on the Chebucto Community Net.
In proving such service it shall be sufficient to prove that the
text of the notice was properly entered and sent on the Chebucto
Community Net.
[Proposed Ammendment 2022]
10. At least three 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 sending it via E-mail
on the Chebucto Community Net.
[Additional Paragraph]
The "place of meeting" may be a physical location, an electronic location provided by
electronic conferencing software specified by an internet address, or a hybrid location
as specified by the Directors at the time of convening.
The non-receipt of any notice by any member shall not invalidate
the proceedings at any general meeting.
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 electronic mail on the Chebucto Community Net.
In proving such service it shall be sufficient to prove that the
text of the notice was properly entered and sent on the Chebucto
Community Net.
11. At each 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 the
Directors;
Consideration of the financial statements,
including balance sheet and operating
statement and the report of the auditors, if
any, thereon;
Election of Directors for the ensuing year;
Appointment of Auditors.
All other business transacted at an 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.
12. 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 twenty (20)
members.
13. If within one-half hour 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 other 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 without date.
14.
(a) The Chair of the Society shall preside as Chair at
every general meeting of the Society.
(b) If there is no Chair or if at any meeting he or she
is not present at the time of holding the same, the
Vice-Chair shall preside as Chair.
(c) If there is no Chair or Vice-Chair or if at any
meeting neither the Chair nor the Vice-Chair is
present at the holding of the same, the members
present shall choose someone of their number to be
Chair.
15. The Chair shall have no vote except in the case of an
equality of votes. In the case of an equality of votes, he or she
shall have a casting vote.
16. The Chair 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.
17. At any general meeting, unless a poll is demanded by at
least three members, a declaration by the Chair that a resolution
has been carried and an entry to that effect in the book of the
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.
18. If a poll is demanded in manner aforesaid, the same shall
be taken in such manner as the Chair may prescribe and the result
of such poll shall be deemed to be the resolution of the Society in
general meeting.
VOTES OF MEMBERS
19. Every member shall have one vote and no more. Voting
proxies are not permitted.
OFFICERS
20. The Officers of the Society shall be the Chair, Vice Chair,
Treasurer, Secretary and Past Chair. The offices of Treasurer and
Secretary may be combined. The Officers with the exception of Past Chair
shall be elected by the Directors from amongst their numbers at the first
meeting of the Directors following each Annual General Meeting. The
Directors may elect two persons to fill any position as an Officer, in
which case that position shall be designated with "Co-" prior to the
proper name of that Office. In such case, each individual filling that
office shall have authority to exercise the full powers and authorities
vested in that Office by these by-laws. ]
21. The Chair shall have general supervision of the
activities of the Society and shall perform such duties as may be
assigned by the Board of Directors from time to time.
22. The Vice-Chair shall, at the request of the Board and
subject to its directions, perform the duties of the Chair during
the absence, illness or incapacity of the Chair, or during such
period as the Chair may request to do so.
23.
(a) There shall be a Secretary of the Society who shall
keep the minutes of the meetings of members and
Directors and shall perform such other duties as
may be assigned to him or her by the Board.
(b) The Directors may appoint a temporary substitute
for the Secretary who shall, for the purpose of
these bylaws, be deemed to be the secretary.
(c) There shall be a Treasurer of the Society who shall
receive and deposit all monies paid to or received
by the Society, keep a record of all receipts and
disbursements, prepare financial reports to be
presented at each general meeting, and pay all
bills incurred by the Society and approved by the
Directors.
24. The Officers of the Society serve as members of the
Executive Committee and this committee shall have all the powers
and authority of the Board of Directors in the intervals between
meetings of the Board of Directors, subject to the direction and
control of the Board of Directors.
DIRECTORS
25. The number of Directors shall be thirteen. The subscribers
to the Memorandum of Association of the Society shall be the first
Directors of the Society. ]
26. Any member of the Society shall be eligible to be elected
a Director of the Society, except for an Institutional Member.
27. Directors shall be elected by the members at an annual
general meeting of the Society, from among their number. At each
annual general meeting, one half of the Directors shall be elected
to serve a two year term.
28. Between annual general meetings and notwithstanding
Clause 25 and Clause 27, the Directors shall have the authority, on
behalf of the members, to appoint Directors to fill vacancies or to
elect further Directors who shall hold office for a term running
until the next annual general meeting.
29. At the first annual general meeting of the Society and at every
succeeding annual general meeting, those Directors, with the exception of
the Past Chair, whose terms expire at that general meeting 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. ]
30. A Director who:
(a) misses three (3) Board meetings within a one
year term without providing a reason, or
(b) misses six (6) Board meetings within a one
year term for any reason,
may be considered to have resigned and a letter to this
effect will be sent to this person by the Board.
31. If a Director resigns his or her office or ceases to be
a member of the Society, whereupon 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.
32. The Society may, by special resolution, remove any
Director before the expiration of the period of office and appoint
another person in his or her stead. The person so appointed shall
hold office during such time only as the Director in whose place he
or she is appointed would have held office if he or she had not
been removed.
33. 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 or Chair or by any four Directors. The first meeting
of the Directors may be called by any Director. A meeting of
Directors may be held at the close of every annual general meeting
of the Society without notice. Notice of all other meetings,
specifying the time and place thereof, shall be given either
orally, by electronic mail, or in writing to each Director within
a reasonable time before the meeting is to take place, but non-
receipt of such notice by any Director shall not invalidate the
proceedings at any meeting of the Board of Directors.
34. No business shall be transacted at any meeting of the
Board of Directors unless quorum has been met. Quorum shall
consist of the number of members on the Executive Committee
of the Board of Directors plus one Director, or five (5)
Directors, whichever number is greater.
35. The Chair or, in his or her absence, the Vice-Chair or,
in the absence of both of them, any Director appointed from among
those Directors present shall preside as Chair at meetings of the
Board.
36. The Chair shall have no vote at meetings of Directors
except in the case of any equality of votes. In the case of an
equality of votes, he or she shall have a casting vote.
POWERS OF DIRECTORS
37. 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 hereby 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 employees and to determine their duties and
responsibilities and their remuneration. The Directors may appoint
additional members to the Executive Committee, as the Directors decide.
The Directors may delegate any or all of these powers by resolution
of the Directors to such committees of members as the Directors may
strike from time to time.
AUDIT OF ACCOUNTS
38. The auditor(s) of the Society shall be appointed annually by
the members of the Society at the annual general meeting and, on
failure of the members to appoint any auditor(s), the Directors shall do
so.
39. The Directors annually 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 shall be filed with the Registrar
within fourteen days after the annual meeting in each year, as
required by law.
40. In conducting their audit, the auditors shall have all
the rights, powers and immunities conferred upon auditors by the
Companies Act.
REPEAL AND AMENDMENT OF BY-LAWS
41. The Society has power to repeal or amend any of these By-
laws by a special resolution passed in the manner prescribed by
law.
MISCELLANEOUS
42. 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, and within
fourteen days of a change of Directors, notify the Registrar of the
change.
43. The Society shall file with the Registrar a copy in
duplicate of every special resolution within fourteen days after
the resolution is passed.
44. The seal of the Society shall be in the custody of the
Secretary or such other Director as the Directors may determine and
may be affixed to any document upon resolution of the Board of
Directors.
45. Preparation of minutes, custody of the books and records,
and custody of the minutes of all the meetings of the Society and
of the Board of Directors shall be the responsibility of the
Secretary.
46. 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.
47. Contracts, deeds, bills of exchange and other instruments
and documents may be executed on behalf of the Society by the
Chair, Vice-Chair, or the Secretary, or otherwise as prescribed by
resolution of the Board of Directors.
48. The borrowing powers of the Society may be exercised by
special resolution of the members.
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