MEMORANDUM OF ASSOCIATION
(February 1, 1984, revised June 13, 2009, March 24, 2015, and April 26, 2016)
1. The name of the Society is The Friends of the Public Gardens.
2. The objects of the Society are:
- To encourage and support the preservation, enhancement, and celebration of the Halifax Public Gardens for the ongoing enjoyment of the general public, in recognition of its uniqueness as a national resource;
- To promote the preservation and protection of structures of historical and aesthetic significance in the immediate environs of the Public Gardens.
- To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property, and to use and apply such property to the realization of the objects of this Society;
- To buy, own, hold, lease, mortgage, sell and convey such real and personal property as may be necessary or desirable in the carrying out of the objects of the Society
- To raise funds to further the objects of the Society;
- To exercise any additional powers vested in the Society under the Societies Act, R.S.N.S., 1989, Chapter 435;
PROVIDED that nothing herein contained shall permit the Society to carry on any trade, industry or business, and the Society shall be carried on without purpose of gain to any of the members, and that any surplus or any accretions of the Society shall be used solely for the purposes of the Society and the promotion of its objects.
PROVIDED FURTHER that if for any reason the operations of the Society are terminated, wound up, or dissolved, and there remains at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada having objects similar to those of the Society.
3. The activities of the Society are to be carried on in Halifax, Nova Scotia.
4. The mailing address of the Society is P.O. Box 36013, Spring Garden Road, Halifax, NS, B3J 3S9.
THE FRIENDS OF THE PUBLIC GARDENS
(February 1984, amended Feb 20, 1996, June 13, 2009, March 24, 2015, and April 26, 2016)
1. In these by-laws:
- “Society” means The Friends of the Public Gardens;
- “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act, and includes the Deputy Registrar and a person authorized under that Act to perform the duties of the Registrar in his (sic) absence;
- “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.
- “Member(s)” means member(s) in good standing.
Membership Rights and Responsibilities
2. The Society is ultimately accountable to the members of the Society.
3. Every member is entitled to attend any members’ meeting of the Society.
4. Every member may vote at any members’ meeting of the Society, provided they have been a member for at least three (3) months.
5. Membership in the Society shall consist of:
- Those who support the objects of the Society, and pay an annual fee in an amount determined by the Society;
- Those whose name and address is written in the Register of Members by the Secretary.
6. There shall be no limit on the number of members, and membership in the Society is not transferable.
7. Membership in the Society shall cease:
- Upon death of the member, or
- If the member resigns by written notice to the Society, or
- If the member ceases to qualify for membership in accordance with these by-laws, or
- If, by a vote of the majority of the members of the society or a majority vote of the Directors of the Society at a meeting duly called, and for which notice of the proposed action was given, the member’s membership in the Society was terminated.
8. The Directors may, from time to time, confer honorary memberships.
9. Honorary members shall be exempt from membership fees and shall not be eligible to vote or hold office in the Society, but shall be entitled to attend all members’ meetings.
10. The members may repeal, amend or add to these by-laws by a special resolution. No by-law or amendment to by-laws shall take effect until the Registrar approves of it.
11. No funds of the Society shall be paid to, or be available for the personal benefit of, any member, except that a member may be reimbursed for expenses incurred on behalf of the Society and approved by the Board.
12. Every member present, subject to by-law 4, shall have one vote, and no more, on any motion, resolution, or question put to the meeting, and there shall not be proxy voting.
13. A general or special meeting of the members may be called at any time and shall be held within thirty (30) days:
- If requested by the Chair, or
- If requested by a majority of the directors, or
- If requested in writing by at least five (5) of the members.
14. Notice to members is required for general or special meetings. The notice must:
- Specify the date, place and time of the meeting;
- Be given to the members at least seven (7) days prior to the meeting by regular mail, e-mail, or other electronic means;
- Specify the nature of business, such as an intention to propose a special resolution;
- The non-receipt of notice by any member shall not invalidate the proceedings.
15. An annual general meeting shall be held within three months after each fiscal year end and notice is required which must:
- Specify the date, place and time of the meeting;
- Be given to the members thirty (30) days prior to the meeting by regular mail, e-mail, or other electronic means;
- Specify an intention to propose a special resolution.
The non-receipt of notice by any member shall not invalidate the proceedings.
16. At the annual general meeting of the Society the following items of business shall be dealt with, and shall be deemed ordinary business and all other business transacted shall be deemed special business:
- Minutes of the previous annual general meeting;
- Consideration of the annual report of the directors;
- Consideration of the annual financial report of the Society;
- Election of directors.
17. No business shall be conducted at any meeting unless a quorum of sixteen members is present to open the meeting and, upon request, before any vote. The board of directors shall from time to time determine the quorum for members’ meetings.
18. If a general or special meeting is convened:
- As per by-law 14(a) or 14(b) and 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, and at that meeting the members present shall constitute quorum only if the purpose of the meeting is to wind up the Society;
- At the request of the members as per by-law 14(c) and quorum is not present within one-half hour after the scheduled meeting time, the meeting shall be dissolved.
19. The Chair, or in the Chair’s absence, the Vice-Chair, or in the absence of both of them, any member appointed from among those present, shall preside as chair at members’ meetings.
20. Where there is an equality of votes the motion shall be lost.
21. The Chair may, with the consent of 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.
22. 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 members. If a poll is demanded it shall be held by show of hands or by secret ballot, as the Chair may decide.
23. Any member of the Society shall be eligible to be elected a director of the Society.
24. The number of directors shall be not less than five and not more than fifteen.
25. Nominations: At least eight weeks prior to the Annual General Meeting, the board of directors shall appoint a three-person Nominating Committee to be chaired by the immediate Past-Chair of the Society (if available) and shall include a board member not intending to seek re-election, and a member(s) who is not a current member of the board. If the immediate Past-Chair is unavailable, or any Committee member resigns before the task has been completed, the board shall appoint a replacement from among the current members of the Society. This Committee shall canvass the membership of the Society for at least five, and up to fifteen nominees for board membership. Any member of the Society is eligible for nomination. The Committee shall circulate to the membership, with the notice of the Annual General Meeting, the names of individuals who agree to be nominated, and said notice shall include the address, occupation, and brief personal statement written by each nominee. At or prior to the Annual General Meeting any member of the Society may make additional nominations.
26. Directors shall be elected for staggered terms of two years; initially, half of the new board shall serve only one year. Thereafter, all elections shall be for two-year terms. Directors shall retire from office at the end of the annual general meeting at which their successors are elected. Retiring directors shall be eligible for re-election at the same AGM. If a director resigns from the board, or ceases to be a member in the Society, the vacancy so caused may be filled for the unexpired portion of the term by the board of directors from among the members of the Society. A director who fails to attend three consecutive board meetings without cause approved by the Chair shall be deemed to have retired from the board.
27. The members may, by special resolution, remove any director and appoint another person to complete that director’s term of office.
28. The management of the Society is the responsibility of the directors. In particular, the directors may employ staff and determine their duties, responsibilities, and remuneration.
29. The directors may appoint an executive committee and other committees as they see fit. The board shall report actions it takes to establish or dissolve committees to the next General Meeting of the Society.
30. The chair of each standing committee shall be appointed from among the current directors.
31. Standing committees shall report annually to the Annual General Meeting, and also to the board when requested. Ad Hoc Committees shall report as required by their terms of reference and to the board when requested. In the absence of the Committee Chair, a designated alternate member may represent the Committee.
32. Directors who have, or reasonably could be seen to have, a conflict of interest shall declare this interest. The declaration shall be made:
- To the members when the member is nominated to a position on the board; and
- To the other directors when a serving director realizes the possibility of a conflict.
33. A conflict of interest does not prevent a member from serving as a director provided that the member withdraws from the decision-making (discussion and voting) on matters pertaining to that interest. The withdrawal shall be recorded in the minutes.
34. The board of directors shall meet as often as the business of the Society may require, and meetings shall be called by the Chair no less than four times each year.
35. A meeting of directors may be held without notice to elect officers at the close of every annual general meeting. For all other board meetings, notice is required and must:
- Specify the date, place and time of the meeting;
- Be given to the directors seven (7) days prior to the meeting by telephone, regular mail, e-mail, or other electronic means.
Notice for board meetings can be waived with the unanimous approval of the board. Non-receipt of notice by any director shall not invalidate the proceedings.
36. Quorum shall consist of a majority of the directors, including at least two officers. 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.
37. The Chair or, in the Chair’s absence, the Vice-Chair or, in the absence of both of them, any director appointed from among the directors shall preside as Chair of the Board.
38. At directors’ meetings, where there is an equality of votes the motion shall be lost.
39. The officers, except the immediate Past-Chair, shall be elected by the directors and shall be a Chair, a Vice-Chair, a Treasurer and a Secretary. The offices of Treasurer and Secretary may be combined, and the Immediate Past-Chair shall be an officer. The maximum number of consecutive terms that any individual may serve as Chair is two.
40. The Chair shall be responsible for the effectiveness of the board and shall perform other duties as assigned by the members or the directors. The Chair shall be ex officio member of all Society committees except the Nominating Committee.
41. The Vice-Chair shall exercise the authority and fulfill the duties of the Chair when the Chair so requests, or when the Chair is absent or unable to perform the duties of the Chair.
42. The Secretary shall:
- Have responsibility for the preparation and custody of all non-financial books and records including:
- The minutes of members’ meetings;
- The minutes of directors’ meetings;
- The register of members;
- File with the Registrar:
- Within fourteen (14) days after their election or appointment, a list of directors with their addresses, occupations, and dates of appointment or election; and
- A copy of every special resolution within fourteen (14) days after the resolution is passed;
- Have other duties as assigned by the board.
43. The Treasurer shall have responsibility for the custody of all financial books and records of the Society, and shall maintain complete and accurate books of accounting. Also, the Treasurer shall:
- Report to the board, as directed, the financial position of the Society;
- Sign appropriate documents and instruments as required;
- Present a true account of the Society’s finances to each annual general meeting of the Society; and
- Carry out all other duties as assigned by the board.
44. The immediate Past-Chair shall chair the Nominations Committee, and carry out other duties as assigned by the board
45. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chair or the Vice-Chair and the Secretary, or otherwise as prescribed by resolution of the board of directors.
46. The fiscal year end of the Society shall be the last day of
47. The directors shall annually present to the members a written report on the financial position of the Society. The report shall be in the form of:
- A balance sheet showing its assets, liabilities and equity; and
- A statement of its income and expenditure in the preceding fiscal year.
48. A copy of the financial report shall be signed by the auditor or by two directors.
49. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting.
50. The members may appoint an auditor of the Society at the annual general meeting and, if the members fail to appoint an auditor, the directors may do so.
51. The Society may only borrow money as approved by a special resolution of the members.
52. The members may inspect the annual financial statements and minutes of membership and directors meetings at the registered office of the Society with one week’s notice. Any member may inspect all other books and records of the Society at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.
53. Directors and officers shall serve without remuneration and shall not receive any profit from their positions. However, a director or officer may be paid reasonable expenses incurred in the performance of their duties.
54. The Society shall not make loans, guarantee loans or advance funds to any director.
The rules contained in the current edition of “Robert’s Rules of Order Newly Revised” shall govern the Society in all applicable cases where they are not inconsistent with the Memorandum of Association or these by-