1.1) In these bylaws, the following definitions apply, unless there be something in the subject or context inconsistent therewith:
a. “Act” means the Companies Act (Nova Scotia);
b. “Articles” means the Articles of Association of the Company and all amendments hereto;
c. “Company” means the Association named above;
d. “District” means the Quinpool Road Mainstreet District as defined in the Memorandum of Association;
e. “director” means a director of the Company;
f. “member” means a person or entity who is a non-resident tenant in or an owner of a real property within the Quinpool Road Mainstreet District Boundaries
g. “Memorandum” means that Memorandum of Association of the Company and all amendments thereto;
h. “Municipality” means the Halifax Regional Municipality;
i. “month” means calendar month
j. “Office” means the registered office of the Company;
k. “person” includes a body corporate;
l. “proxyholder” includes an alternate proxyholder;
m. “Register” means the register of members kept pursuant to the Act;
n. “Registrar” means the Registrar as defined in the Act;
o. “Secretary” includes any person appointed to perform the duties of the Secretary temporarily;
p. “special resolution” has the meaning assigned by the Act;
q. “in writing” and “written” includes printed, electronic and digital modes of representing or reproducing words in visible form;
r. words importing number or gender include all numbers and genders unless the context otherwise requires.
2.1 A member is a person or entity who is a non-resident tenant in or an owner of a real property within the Quinpool Road Mainstreet District Boundaries
2.2 Every person who becomes a member of the Company shall be bound by and observe the Memorandum and Articles of the Company and shall further to the best of their ability the objects, interest and influence of the Company.
2.3 Membership in the Company shall not be transferable and shall cease on the winding up of a member that is a body corporate or the leaving of such a member from the District.
2.4 Every Member shall comply with these by-laws.
3.1 Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. Ordinary or special meetings shall be held inside the Province of Nova Scotia.
3.2 The Board of Directors shall have the power to call, at any time, an ordinary, or special general meeting of the Members of the Association for the transaction of any business, the nature of which will be specified in the notice calling the meeting.
3.3 An ordinary or special general meeting 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 25% of the Members of the Association. Such requisition shall include the purpose of the meeting.
3.4 All meetings shall be held at any place in Nova Scotia as the Board of Directors may determine, and on such day as the Directors appoint. The Members may consider and transact any business either special, or otherwise at any meeting of the Members.
3.5 At each annual general meeting of the Association, the following items of business shall be dealt with, and shall be deemed to be ordinary business.
a. Minutes of preceding general meeting;
b. Consideration of the annual report of the Directors;
c. Consideration of the financial statements, including balance sheet and operating statement;
d. Elections of Directors for the ensuing year;
e. Transact other business properly brought before the meeting.
3.6 All other business transacted at an ordinary, special or annual general meeting shall be deemed to be special business.
3.7 No business shall be transacted at any Members meeting of the Association unless a quorum of Members is present at the commencement of such business, and such quorum shall be ascertained as follows: If the members of the Company at the time of the meeting do not exceed 10 in number, the quorum shall be five; if they exceed ten, there shall be added to the above quorum one for every five additional members up to 50, and one for every ten additional members after 50, with this limitation, that no quorum in any case shall exceed 30.
3.8 If within one-half hour from the time appointed for the Members 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.
3.9 Seven days notice of any Members 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, email, or by sending it through the post in a prepaid letter addressed to each member at his or her last known address. Any notice shall be deemed to have been given by facsimile when transmission has been confirmed, by email if not returned undelivered within three business days, and by post in which it will be deemed to have been delivered in three business days, provided there is no disruption of the postal service. The non-receipt of any notice by any Member shall not invalidate the proceedings at any meeting.
3.10 The Chairperson (if any) of the directors shall preside as Chairperson at every general meeting of the Company.
3.11 If there is no such Chairperson, or if at any meeting he is not present at the time of holding the same, the members present shall choose some of their number to be Chairperson of such meeting.
3.12 At a Members’ meeting the Chair shall have a vote as any other Member. In the case of an equality of votes, the motion shall be lost.
3.13 The Chairperson 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.
3.14 At any meeting, unless a poll is demanded by at least five Members, a declaration by the Chair that a resolution has been carried out and an entry to that effect in the book of proceedings of the Association 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.
3.15 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 poll shall be deemed to be the resolution of the Association in general meeting.
3.16 If all Directors of the Association or committee of the Board consent with respect to a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by means of a conference telephone or other communication facilities that permits all persons participating in the meeting to hear one another, and each Director participating in such a meeting by such means is present at the meeting.
VOTES OF MEMBERS
4.1 Every member shall have one vote and no more.
4.2 Votes may be given either personally, or by proxy. A proxy shall be appointed in writing, under the hand of the appointer, or if such appointer is a corporation, under its common seal.
4.3 No person shall be appointed a proxy who is not a member, and the instrument appointing him shall be deposited at the registered office of the Company not less than 48 hours before the time of holding the meeting at which he proposes to vote.
4.4 Any instrument appointing a proxy shall be in the following form:
The Quinpool Road Mainstreet District Association, Limited. I, ………. of ………. in the County of ………. being a member of the Quinpool Road Mainstreet District Association, Limited, hereby appoint ………. of ……….. as my proxy, to vote for me on my behalf at the (ordinary or extraordinary, as the case may be) general meeting of the Association, to be held on the ………. day of ………. and at any adjournment thereof (or, at any meeting of the Association that is held in the year). As witness my hand, this ………. day of …….. . Signed by the said ……… . In the presence of ……… .
NOMINATION AND ELECTION PROCEDURES
5.1 The Board of Directors shall appoint a chair of a Nomination Committee not less than 90 days prior to the Annual Members Meeting. The Nomination Committee chair will appoint two or more additional Members to serve on the Nominating Committee. It shall be the responsibility of the Committee to identify Members of the Association willing to serve on the Board.
a. There is no limit as to the number of candidates to be recommended, however the Committee shall recommend at least five (5) candidates.
b. Existing Directors may be recommended for another term as Director.
c. Any Member, as per section 1.1F of the bylaw definitions, may provide his or her name or the name of the entity’s official representative, to the Nominating Committee not less than fourteen (14) days prior to the Annual Meeting for self nomination.
d. Not less than fourteen (14) days prior to the Annual Meeting, all candidates shall submit a brief biography and indicate why they want to serve on the Board of Directors
e. Not less than ten (10) days prior to the Annual Meeting, all Members receive the list of candidates with their respective biographies and reasons for wanting to serve on the Board.
5.2 Candidates are not required to be present at the Annual Meeting to be elected.
5.3 Board of Directors Election Procedure
a. The names of persons identified by the Nominating Committee and the names of all Members who provided a timely self-nomination shall appear on the printed ballot for the Annual Meeting, which shall also provide spaces for additional nominations to be taken at the Annual Meeting.
b. No Member standing for election to the Board of Directors will chair this part of the Annual Meeting.
c. At the Annual General Meeting, the chair of the Nominating Committee will present its nominees and self nominations to the Membership and the Members present will stand to be identified.
d. The chair will entertain nominations from the floor from Members present at the meeting. Membership may be subject to verification from the nominating committee prior to the official acceptance to the board by the nominating committee.
e. Any candidates nominated from the floor must accept their nomination in order for it to stand and they shall address the Members present by providing a brief oral biography and indication of why they want to serve on the QRMDA Board of Directors.
f. The chair will call for a motion to close nominations.
g. If the total number of candidates is fourteen (14) candidates or fewer, a motion of the Members shall be required to deem the nominees as duly elected Directors.
h. If the total number of candidates is five (5) candidates or fewer, the Chairperson shall seek to appoint suitable person(s) required to meet the minimum six (6) Directors required by these bylaws.
i. Should the total number of candidates, including the Slate, write-in candidates, and nominations from the floor, exceed fourteen (14) candidates then a vote by ballot shall be held.
j. Any candidates present, may provide a brief oral biography and indication of why they want to serve of the QRMDA Board of Directors.
k. Those candidates receiving the majority of the votes cast shall be considered elected.
5.4 Members of the Board who are not subject to election / re-election shall be:
a) The Immediate Past Chair of the Board
b) A Halifax Municipal Councillor who represents all, or a portion of, the geographic area encompassing the Quinpool Road Mainstreet District Association boundaries. (ex-officio) and non-voting.
c) The Executive Director of the Company shall be an ex officio member of the Board of Directors, the Executive Committee and every Committee associated therewith but shall not vote upon the transaction of any business.
d) A former Halifax Municipal Councillor who, during one or more electoral terms, represented all, or a portion of, the geographic area encompassing the Quinpool Road Mainstreet District Association boundaries and has previous Board experience with a Business Improvement District (BID) in the Halifax Region and/or who has relevant previous experience who can add value to the board (ex-officio and non –voting)
RESOLUTIONS IN WRITING
6.1 A resolution in writing, signed by all the Directors entitled to a vote on that resolution of a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors.
PROCEEDINGS OF MEETINGS
7.1 All meetings of the Association shall be run in accordance with Roberts Rules of Order Newly Revised.
SUSPENSION OR TERMINATION OF MEMBERS
8.1 The conditions under which Membership in the Association ceases:
a. on the winding up of a member that is a body corporate or the leaving of such a member from the District;
b. on his or her death;
c. on being expelled;
d. on having been a Member not in good standing for thirty (30) days; or if the Member otherwise ceases to qualify for membership in accordance with these by-laws.
8.2 The Directors have the power by vote of two thirds (2/3) of those present at duly convened meeting to expel or suspend any Member whose conduct is determined by the Directors to be improper, unbecoming, or in conflict with the interest or reputation of the Association or who willfully commits a breach of By-laws or Rules and Regulations of the Association.
a. No Member shall be expelled or suspended without being notified of the charge or complaint against him or her, or without having first been given the opportunity to be heard by the Directors at a meeting of the Directors called for that purpose.
b. Notice of intention to suspend or expel a Member, setting forth the reasons for such intended suspension and fixing the time and place for the meeting at which the resolution to suspend shall be heard by the Directors shall be sent to the last known address of such Member not less than fourteen (14) days prior to the meeting.
c. Notice shall be conclusively deemed to have been properly given if mailed to the last know address of such Member at least fourteen (14) days prior to the meeting.
d. Any Member suspended or expelled pursuant to this section may appeal the decision to an appeals Board consisting of at least three (3) Members, who may not be Directors, named by the Board at its first meeting following each annual general meeting. Notice of the appeal must be sent to the head office of the Association within fourteen (14) days of receipt by the Member of the decision and shall be conclusively deemed to have been properly given if mailed by prepaid first class mail and postmarked within the fourteen (14) day period.
e. Notice of the time and place of the appeal hearing shall be sent to the last known address of the Member not less than fourteen (14) days prior to the hearing. Notice of the hearing shall be conclusively deemed to have been properly given if mailed by prepaid first class mail to the last known address of the Member at least fourteen (14) days prior to the hearing. The decision of the appeal Board at the hearing shall be final.
BOARD OF DIRECTORS
9.1 Unless otherwise determined by general meeting, the number of Directors shall not be less than six or more than fourteen.
9.2 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.
9.3 Directors shall be elected by Members at the ordinary or annual general meeting of the Association. Directors shall each serve a two year term. To maintain continuity in the management of the organization no more than 50 percent of the Directors shall retire in any given year.
9.4 At the annual general meeting the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected. Retiring directors shall be eligible for re-election.
9.5 In the event that a director resigns his or her office or ceases to be a member of the Association, 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 Association
9.6 The majority of Members 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. The Directors may, with respect to this provision, develop a code of conduct for board members or a job description which may provide grounds for such removal.
9.7 Directors who have, or could reasonably be perceived to have, a conflict of interest with respect to the affairs of the Association, have a duty to declare this interest. Such a declaration is to be made to the members upon nomination or, if serving as a Director, to the Board, when the possibility of a conflict is realized. A conflict of interest does not preclude a member from serving as a Director provided that he or she withdraws from decision making on matters pertaining to that interest and that such withdrawal is duly recorded.
9.8 Meetings of the Board of Directors shall be held as often as the business of the Association may require and shall be called by the Secretary. A meeting of Directors may be held at the close of every ordinary or annual general meeting of the Association without notice. Notice of all other meetings, specifying the time and place thereof shall be given either orally 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.
9.9 The order of business at all meetings of the Board of Directors and committees shall be as follows:
a. Minutes of the preceding meeting
b. Business arising out of minutes
c. Reports of Committees
d. Communications and unfinished business
e. Financial Reports (Quarterly)
f. Elections (Annual Meeting Only)
g. New business and items for future agenda
h. Next meeting dates
9.10 One third of the total number of Directors shall constitute a quorum except that three-quarters of the members of the Board of Directors shall constitute a quorum for the purposes of approving the annual budget and business plan.
9.11 At all meetings of the Board of Directors every question shall be decided by a majority of the votes cast on the question. The Chairperson 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.
9.12 No business shall be transacted at any meeting of the Board of Directors unless at least one third in number of the Directors is present at the commencement of such business.
9.13 The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from the position as such; provided that a Director may be paid reasonable expenses incurred by that Director in the performance of the Director duties. Nothing contained herein shall be construed to preclude any Director from serving the Association and receiving compensation therefore.
POWERS OF DIRECTORS
10.1 The responsibility for the management of the activities of the Association shall rest with the directors who, in addition to the authorities and responsibilities outlined by these by-laws or otherwise expressly conferred upon them, may exercise, with the limits of the law, all powers as may be required by the Association to achieve its purpose.
10.2 The duties and powers of the Board of Directors shall include but shall not be limited to: nomination and selection to the Executive Committee; approval of annual budget and business plan; approval of spending as set out in the budget; recommendations to alter or amend by-laws, subject to a special resolution; hiring of an Executive Director; making recommendations to the Halifax Regional Municipality with respect to the establishment of local area rates for the District; selection of a nominating committee for the election of directors; selection of the officers and appointment of committees.
11.1 The Officers of the Company shall be Chairperson; Vice-Chairperson; Secretary/Treasurer and, at the discretion of the Members of the Board of Directors, one or more other Officers as may be deemed necessary or advisable to assist with carrying on the business and/or the undertakings of the Association. Any two or more Offices may be held by the same person. All Officers shall be selected from amongst the Members of the Board of Directors on a simple majority vote for one year. Any two or more Offices may be held by the same person. Any Officer may be removed from his or her Office at any time with or without cause by simple majority vote of the remainder of the Members of the Board of Directors.
11.2 The Chairperson shall preside at all meetings of the Association and the Board of Directors. In the Chairperson’s absence the Vice Chairperson shall preside. The Chairperson shall represent the Association at all appropriate occasions and events and shall be an ex-officio Member of all committees.
11.3 The Vice-Chairperson shall assume the duties of the Chairperson when the Chairperson is incapacitated or when asked to do so by the Chairperson.
11.4 The Secretary shall attend all meetings of the Association and Board of Directors and keep minutes of same. The secretary shall preserve and retain custody of the minutes. The secretary shall keep a complete record of the Membership and addresses and shall be custodian of all books, documents and records of the Association.
11.5 The Treasurer shall account for the funds of the Association, keep proper records of said funds, receipts, books and disbursements as necessary for the Board of Directors and the provisions of the Corporations Act and the Societies Act of Nova Scotia
a. Whenever requested by the Board, the treasurer will present an accounting statement in the form of a balance sheet showing general particulars of the Association’s liabilities and assets and a statement of income and expenditures. A copy of the annual accounting statement will be submitted to the Secretary for inclusion in the record of the Association.
b. An accounting statement in the form of a balance sheet showing general particulars of the Associations liabilities and assets and a statement of income and expenditures in the preceding year shall be filed with the Registrar within 14 days after the annual general meeting. The accounting statement shall be signed by two QRMDA Directors, or an auditor if the statements have been audited.
c. When required by the Board of Directors, the Treasurer shall provide an audited accounting statement.
12.1 There shall be an Executive Committee composed of three elected officers, namely the Chairperson, Vice Chairperson, Secretary/Treasurer.
12.2 The Executive Committee shall be responsible for the day-to-day management of the affairs of the Association in accordance with the policies and actions approved by the Board of Directors or by the Membership at a General meeting. The Executive Committee shall take the initiative in preparing policies and actions for consideration and possible action by the Board of Directors and/or general Membership. The committee is also responsible for the implementation of resolutions passed at general meetings of the Membership.
12.3 The Chairperson, who is also responsible for the preparation of the agenda, calls meetings of the Executive Committee. Meetings may be held by telephone conference call or videoconference at the discretion of the committee and providing that all Members consent.
12.4 A quorum for all meetings of the Executive Committee shall be a majority of its voting Members.
12.5 The Executive Committee may act by resolution in writing signed by all of the members of the Executive Committee.
13.1 The Board of Directors may from time to time constitute committees as deemed necessary and shall prescribe their duties.
13.2 A majority of committee Members present constitutes a quorum. The committee will strive for a consensus but may act by majority decision.
13.3 A committee may set its own practices and procedures.
DUTIES OF THE DIRECTORS
14.1 Directors of the Board will attend Board meetings regularly and on time. A Director that misses two consecutive meetings, without due cause, will receive a call from the Chairperson. Three meetings consecutively missed may be reason to be dismissed from the Board. Directors will be well informed of agenda items in advance.
14.2 Directors will contribute knowledge and express points of view based on experience.
14.3 Directors will attend meetings of committees for which they volunteer or to which they are appointed.
14.4 Directors will assume Board leadership responsibilities as requested and as possible (such as committee chairperson, elected officer, etc.).
14.5 Directors will maintain a level of confidentiality and discretion when items of that nature are discussed at the meetings.
14.6 Directors will be well informed about the Associations programs, policies and services, and will be informed as to the needs of the Associations Members.
14.7 Directors of the Association may administer the affairs of the Association and make or cause, in its name, any contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other things as the Association is by its Memorandum, By-Laws, or otherwise authorized to exercise.
14.8 The Directors shall have power to authorize expenditures on behalf of the Association from time to time and may delegate by resolution to an officer or officers of the Association the right to employ and pay salaries to employees.
15.1 The fiscal year of the Association shall be from April 1st to March 31st.
15.2 Prior to the beginning of each fiscal year, the Board of Directors shall approve the budget and annual business plan of the Company for the upcoming year. The annual levy upon members shall be determined by the Board of Directors in consultation with the Halifax Regional Municipality, under whose authority the levy is collected and remitted to the Company. The Annual Budget of the Company shall include a three per cent reserve for uncollectible arrears in levy rates.
15.3 Each year the Company shall submit to the Municipality through the Chief Administrative Officer its proposed operating budget, together with an estimate of the business improvement rate required to be levied to raise the funds required to implement the operating budget as proposed.
15.4 Following the end of each fiscal year, the Board of Directors shall approve and present to the Members and the Municipality an annual report of the Company’s activities and expenditures for the past year.
15.5 The Board of Directors shall designate, by resolution, a minimum of two (2) individuals as signing officers authorized to transact the banking business of the Association, or any part thereof that the Board of Directors has designated as the Associations business, including the power to make, sign, draw, accept, endorse, lodge, or deposit or transfer cheques, drafts, or money orders for the payment of money. These signing officers shall be the Executive Director, along with the Chairperson, and anyone of two designated members of the Executive Committee.
15.6 The financial statements and minutes of membership and directors meetings may be inspected by any Member with one week’s notice to the Association. All other financial 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 Association.
15.7 Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by the Chairman or the Vice-Chairman and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.
15.8 The borrowing powers of the Association may be exercised by special resolution of the members.
BOOKS AND RECORDS
16.1 The Directors shall see that all necessary books and records of the Association are regularly and properly kept.
RULES AND REGULATIONS
17.1 The Board of Directors may prescribe such rules and regulations not inconsistent with these By-Laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect at the next annual general meeting of the Members of the Association when they shall be confirmed, and failing such confirmation at such annual general meeting of Members, shall and from that time cease to have any force and effect.
AMENDMENT OF BY-LAWS
18.1 The Association has the power to repeal or amend any of these By-Laws by special resolution passed by the Members, subject to the approval of the Registrar. Proposed revisions to the By-Laws shall be posted on the official website of the Quinpool Road Mainstreet District Association two weeks prior to the Annual General Meeting.
19.1 In these By-Laws unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be, and vice versa.