Friends of Cape St. Mary’s

By-Laws


The name of this local organisation shall be known as “The Friends of Cape St. Mary’s.”


Mission Statement

The Friends of Cape St. Mary’s (hereafter, “the Association”) organisation will work at the local level in a collaborative partnership with The Cape St. Mary’s Ecological Reserve – to support the environmental and heritage protection, interpretation, and research of this special place now and in the future.

Statement of Purpose


The Friends of Cape St. Mary’s shall operate without purpose of gain for its members. Any profits or other advantages to the organisation shall be used solely to promote its objectives.

A. ORGANISATION AND STRUCTURE

Board of Directors

The affairs of the Association shall be managed by the Board of Directors in conjunction with the Department representative, each of whom at the time of election or within 10 days thereafter and throughout the term of office shall be a member of the Association. The Board of Directors shall have no power over the management of the reserve or in any way influence any changes which may be requested to the management plan. No individual who has been convicted of a violation of the Reserves act within the previous 5 years shall be permitted to sit on the Board of Directors.

Board Structure
Past Chair
Chair
Vice Chair
Secretary
Treasurer
Public Relations
Student Representatives
Liaison Office (Ex-Officio)
Liaison Paid Employee (Ex-Officio)

Board will consist of not less than 9 members nor more than 15

Election of the Board of Directors

The directors of the Association shall be elected by a majority vote at the annual meeting of the Association in the year in which their term of office expires. No person shall be a candidate for the same position for more than three consecutive terms and can only become a candidate again after an absence of one term of office.

Term of Office – Board of Directors

 Position  Length of Term (Years)
 Chair  2
 Vice Chair  2
 Public Relations  2
 Secretary 2
 Treasurer  2
 Directors  1

Board members who miss meetings for four consecutive months will be required to resign their position.

The members of the Association may, by resolution passed by two-thirds of the vote at a general meeting, remove a Director before the expiration of her/his term of office and may, by a majority of votes cast at that meeting, elect any person who is a member in her/his seat for the remainder of her/his term. This does not apply for those members who are appointed by the Department of Tourism, Culture, and Recreation

Vacancies, Board of Directors

Vacancies on Executive of the Board of Directors, however caused, will be filled from among the remaining Board of Directors unless a quorum does not exist, in which case, the vacancy will be filled from among the general membership.

B. QUORUM MEETING, BOARD OF DIRECTORS
Meetings
  1. A majority of the directors shall form a quorum for the transaction of business. Except otherwise required by law, the Board of Directors may hold its meetings at such a place or places that may from time to time be determined.
  2. Directors meetings will normally be called by the Chair, Vice Chair or by the Secretary on direction of the Chair or Vice Chair, or by the Secretary on direction in writing of two Directors. Notice of meetings shall be delivered, telephoned, or e-mailed to the Chair no less than two days before the meeting is to take place or shall be mailed to each Director no less than four days before the meeting is to take place.
  3. The Board may appoint a day or days in any month or months for regular meetings at an hour or hours to be named. Termination of such an arrangement can cease without prior notice. If regular meetings are disrupted due to power failure, weather, or other factors beyond the control of the Directors, notification will be given to the members when the meeting will take place.
  4. Changes to the Organisation By-Laws can occur at all regular meetings of the Board of Directors
Errors in Notice, Board of Directors
No errors of omission in giving such a notice for a meeting of the Board of Directors shall invalidate such meetings or make void any proceedings taken or had at such meeting and any Director may ratify and approve of any such meeting and may ratify and approve any or all proceedings taken. If a person does not receive notice, it does not mean that the meeting was void.

C. VOTING
Questions arising at any meeting of Directors shall be decided by majority of votes. In any case of an inequality of votes, the Chair, in addition to his/her original vote, shall have a second vote.

D. POWER OF THE BOARD
If a Board member is representing the Association in public media, the Chair and Public Relations should be notified under usual circumstances.

E. CHAIR
  1. The Chair has the right to be part of any sub-committee and has the right to attend any sub-committee meetings.
  2. Two of the following three people must sign cheques: Chair, Liaison Paid Employee, and Treasurer.
  3. In any official capacity, the Chair will sign to represent the Association.
  4. At the discretion of the Chair, funds will be disbursed in accordance with allocations set out in the budget.
  5. The Chair shall represent the Association when dealing with Parks and Natural Area Division or in the Chair’s absence, the Vice Chair will represent.
  6. The Chair shall, when present, preside at all meetings of the members of the Association and of the Board of Directors. The Chair shall also be charged with the general management and supervision of the other offices appointed by the Board.
  7. The Chair shall sign all By-Laws and membership certificates.
F. VICE CHAIR

Vice Chair shall perform the duties and powers of the Chair in absentia.

G. SECRETARY

The secretary shall distribute all notices required to be given to the members and to the Directors. S/he shall be the custodian of the official seal of the Association and of all books, papers, correspondence, contracts, and other documents belonging to the Association which s/he shall deliver up when authorised by resolution of the Board of Directors to do so and to such a person or persons as may be named in the resolution, and s/he shall perform such duties as may from time to time be determined by the Board of Directors. S/he shall send the minutes of the previous meetings to all board members in advance and notify the next meeting schedule to all Board of Directors at least a week in advance. If such a time(s) that the Secretary is absent, the board may ask a member to be responsible for recording the minutes and delivering them to the Secretary.

H. TREASURER

The Treasurer, or person performing the usual duties of Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all monies or other effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the board of directors. S/he shall disperse the funds of the Association under the direction of the Board of Directors, taking proper vouchers thereof and shall provide to the Board at regular meetings or whenever required of her/him, an account of all the transaction as Treasurer, and of the financial position of the Association. S/he shall also perform such as duties as may from time to tome be determined by the Board of Directors.

I. PARKS AND NATURAL AREAS
  1. The By-Laws of the Association shall adhere to the Co-operative Agreement with Parks and Natural Areas.
  2. The representative of Parks and Natural Areas must be present in all selection committees.
  3. The representative of Parks and Natural Areas will be the liaison between the Department an the Association.
J. PROTECTION OF DIRECTORS AND OFFICERS

Limitation of Liability
No director or officer of the Association shall be liable for the acts, receipts, neglects, or faults of any other director, officer, employee or agent, or for the joining in any receipt or any other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested or for any loss damage arising from bankruptcy, any of the monies, securities, or effects of the Association shall be deposited, or for any loss, occasioned by any error of judgement on her/his part or for any loss, damage of misfortune whatever shall happen in the execution of the duties of his/her office or in relation thereto, unless the same are occasioned by her/his own wilful neglect or default, provided that nothing herein shall relieve any director or officer of any liability imposed upon her/him by the Associations act.

Duties
Every Director and Officer of the Association shall exercise the powers and discharge the duties of her/his office honestly, in good faith, and in the best interest of the Association, and in connection therewith shall exercise the degree of care, diligence and skill that a reasonable, prudent person would exercise in comparable circumstances.

Every Director and Officer of the Association and his/her heirs, executor, administrators, and legal person representatives shall from time to time be indemnified and saved harmless by the Association from and against.
  1. Any liability and all cost, charges, and expenses that s/he sustains or incurs in respect of any action, suit, or proceedings that is proposed or commenced against her/him in respect of any execution of the duties of his/her office: and
  2. All other costs, charges, and expenses that s/he sustains or incurs in respect of the affairs of the Association.

No Director or Officer of the Association shall be indemnified by the Association in respect of any liability, cost, charges, or expense that s/he sustains or incurs in or about any action, suit, or other proceeding as a result of which s/he is adjudged to be in breach of any duty or responsibility imposed upon him/her in her/his capacity as Director, Officer, s/he achieved complete or sustain success as a defendant.

The Association may purchase and maintain insurance or the benefit of a Director or Officer thereof, with the exception of insurance against a liability, cost, charge, or expense of the Director or Officer incurred as a result of a contravention of the By-Laws. However, if you are in violation of the by-laws, you will not be covered by the insurance.

Deposit of Securities for Safe Keep
The securities of the Association shall be deposited for safe keeping with one of more bank(s), trust companies or other financial institutions to be selected by the board of directors.
  1. At the discretion of the chair, funds will be disbursed in accordance with allocations set out in the budget.
  2. The Board of Directors has the right to borrow funds.
  3. The Chair and an
  4. Two of the following three people must sign the cheques: Chair, Liaison Paid Employee, and Treasurer.
  5. Any person designated by the Chair has the authority to sign contracts, purchase agreements, etc. on behalf of the Association.
K. CODE OF CONDUCT

All members shall conduct their behaviour in a manner which is fitting their responsibilities for such a position.

The Board may, by a vote of three fourths of those present and voting at a meeting of the members called for that purpose, expel or suspend any member whose conduct has been determined by the Board to be improper, unbecoming, or likely to endanger the interest or reputation of the Association, or wilfully commits a breach of the By-Laws of the Association. No member shall be expelled or suspended without having first been given the opportunity to be heard by the Board at a meeting called for that purpose.

L. MEMBERSHIP COMMITTEE

The directors shall at their first scheduled meeting, pass a resolution for the organisation of a committee of the Association to be a membership committee. The committee shall report to the Board of Directors at such times and in such a manner as the Board of Directors may direct by resolution. The Board of Directors shall have the power to review the operations of the membership committee and make binding recommendations to the membership committee.

The functions of the membership committee are to promote membership in the Association: to plan activities for members and the general public with a view to encouraging membership in the Association; to keep membership records; plan for and assist the offices of the Association in the running of the annual meeting of the Association, and such other functions as shall be directed from time to time by the Board of Directors.

The committee shall be composed of three to five members of the Association, selected by the Board of Directors for a term of two years. The Chair of the membership committee shall be elected from among these members by a show of hands at the first meeting of the committee.

M. MEMBERSHIP

Membership Categories

Individual Membership: Granted to any such person upon payment of the prescribed fee which entitles them to one year membership and voting privileges for the current year.

Family Membership: Granted to each person over the age of fourteen (14) in a family group who wishes to become an individual member. Each individual in the family is entitles to one vote.

Corporate and Associative Membership: Grant to a person upon payment of a prescribed fee which entitles them to one year membership with no voting privileges.

Any changes to fee structure must be voted on by the Board. A membership fee for the calendar year will be due at the Annual General Meeting of that year which will entitles that member to receive all annual reports the Association and to vote in any election or to any issue put to the voting members in that calendar year. Payment of voting fees will be accepted up to and including the day of the annual meeting or special meeting.

A voting privilege fee is available to membership holders, only as is required, prior to voting for any member beyond the initial year of membership purchase.

New members are permitted to vote after a waiting period of no less than 30 days on issues put to the membership for a vote.

Each member shall comply with the Association By-Laws

A person shall cease to be a member of the Association:
  1. By delivering his/her resignation in writing to the secretary of the Association or by mailing or delivering it to the address of the Association.
  2. On her/his death or in the case of a corporation upon dissolution.
In case of resignation, a member shall remain liable for payment of and assessment or sum levied or which became payable by him/her to the Association prior to acceptance of her/his resignation.

A member shall be expelled by special resolution of the members passed at a general meeting.

The notice of special resolution for the expulsion shall be accompanied by a brief statement of the reason(s) for the proposed expulsion.

The person who is subject the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

Each member in good standing shall be entitled to one vote for each question arising at special or general meetings of the members.

Membership Fees

There shall be fees payable by all members with a structure to be determined by a majority vote by the board of directors.

The secretary shall notify the members of the fees at any time payable by them and, if any are not paid within 90 days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Association, but at any such time, members may, on payment of all unpaid dues or fees, be reinstated. All members will be notified of fees due and any fees not paid within 90 days will no longer be valid.

Annual Member Fee Structure

 Member  Fee ($)
 Individual  20
 Student (any person enrolled a a full time student)  10
 Seniors (persons over 60 years of age)  10
 Family (immediate family, parents/guardians and children)  40
 Corporation and Associations  100

N. QUORUM OF MEMBERS
  1. Majority in attendance.
  2. All members must be notified in writing of any motion to be made at an Annual General Meeting at least two weeks prior to the meeting.
  3. One vote per membership.
  4. A thirty day waiting period exists before a member has voting privileges.
  5. Chair can vote twice in case of a vote split.
  6. Members can vote by proxy.
  7. Proxy votes must be received on an approved form.
Voting of Members

No member shall be entitled to vote at meetings of the Association unless s/he has paid all fees, then payable by her/him. If an individual becomes a member beyond a certain time, they must wait no less than 30 days before they may be entitled to vote on issues placed before the membership.

In the absence of any member at any general meeting of the Association, such members may, by proxy in writing, appoint such other member who is present at the meeting to vote in the place of the absent member.

No person shall have more than three (3) proxy votes of active members.

Annual and Other Members Meetings

The annual or any other general meeting of the members shall be held at the head office of the Association, or else where the Board of Directors may determine and on such a ay as may be determined.

O. FISCAL YEAR

Fiscal year shall be from January 1st to December 31st

P. BANKING/FINANCIAL

Two of the following three people must sign cheques: Chair, Liaison Paid Employee, and Treasurer.

At the discretion of the chair, funds will be disbursed in accordance with allocations set out in the budget.

The Board of Directors has the right to borrow funds.

The Chair and any person designated by the Chair has the authority to sign contracts of the Board of Directors.

Q. INTERPRETATION

In all by-laws and special resolutions of the Association, the singular shall include the plural, the word “persons” shall include firm and corporations, the masculine shall include the feminine. Whenever references are made in any by-laws or any special resolution of the Association or to any statute or section thereof, such references shall be deemed to extend and apply to any amendment or re-enactment or such by-law, statute or section thereof as the case may be.