BY-LAWS
MILTON CANOE AND CAMERA CLUB
NAME & PURPOSE
1. In these regulations, unless there is something in the subject or context inconsistent therewith
“The Club” means the Milton Canoe and Camera Club, which is a non-profit organization, and it may also be recognized as MCCC;
“In writing” means written or printed, or partly written and partly printed;
“Words representing the singular number include the plural number and vice versa;
“Registrar” means the Registry of Joint Stock Companies at Halifax, N.S
The purpose of the Club is to educate, encourage and grow the canoeing and photographic knowledge and capabilities of its members by:
a) Respecting our wild life and doing our part to protect and preserve the fish, game and natural resources of our country;
b) Encouraging and sponsoring younger people in outdoor activities;
c) Enjoying life in the open;
d) Furnishing a meeting place for its members;
e) Making available necessary equipment to conduct its programs;
f) Presenting lectures and demonstrations of technique;
g) Sponsoring any activities, which further the purpose of the club.
MEMBERSHIP
2. The subscribers to the memorandum of association and such other persons as shall be admitted to membership in accordance with these By-laws, and none others, shall be members of the Club, and shall be entered in the register of members accordingly, once dues are received to denote an active member.
3. All Annual Dues shall become due and payable on the first day of December each year. The Executive Elected Officers shall determine the annual Dues. Non-members can attend meetings but may not take part in any club activities until payment is received. Annual Dues are good for the inclusive term December 1st to November 30th. Dues are not prorated for new members joining between December 1st to July 31st. New members joining between August 1st to November 30th will have their dues applied for the remainder of the current year and the next full year (in effect 16 months).
4. The Board shall have full discretion as to the admission of any person to membership. In addition, a member may be suspended or expelled by the Board of Directors for good and sufficient reason. The Board shall have full discretion as to what constitutes “good and sufficient reason”, and the decision of the Board shall be final in instances of this case. Examples of good and sufficient reason include, but are not limited to: obscene or threatening behavior, bullying, harassment and personal behavior that disrupts or interrupts meetings/field trips to the detriment of other members’ participation and enjoyment.
5. For the purpose of registration, the number of members of the Club is unlimited. In addition, the Club shall collect the following information from each member; full name, email, home address, phone number and emergency contact person name/relationship/phone number and relevant medical conditions. Member information shall be available to Elected Officers for use in club business and shall not be published in any form for public dissemination without express permission from each member. The club will endeavor to secure and keep private all members personal information. The Club membership list shall not be used for any purpose other than club activity.
6. Every Member of the Club shall be entitled to vote at any meeting and to hold any office.
7. The privileges of an active member shall not be transferable.
8. Every member, shall be bound to further to the best of their ability the objectives, interest, and influence of the Club and shall observe all By-laws and regulations of the Cub made pursuant to the powers in that behalf hereinafter contained.
FISCAL YEAR
9. The fiscal year of the Club shall be the period from December 1st in any year to November 30th in the next year.
MEETINGS
10. (a) The Member meetings of the Club shall be a minimum of 2 per year, one of which will be (the Annual General Meeting of the Club to be held after the fiscal year end and not later than 90 days after the fiscal year end);
(b) A Member meeting shall be called by the Chair if requisitioned in writing by five or more members in good standing.
11. The Club will endeavor to give five days’ notice, specifying the place, day and time of meeting, and in the case of special business the general nature of such business, shall be given to the members. The non-receipt of such notice by any member shall not invalidate the proceedings at any Member meeting.
12. All meetings whether ordinary or extra ordinary will include an agenda and minutes which are retained and made available upon request. Both Member and AGM meetings will follow an agenda that includes all standing committee reports.
13. No business shall be transacted at any meeting unless a quorum of members is present at the commencement of such business and 5 members of the Club shall constitute a quorum.
14. If within 15 minutes from the start time appointed for the meeting a quorum of members is not present, the meeting will proceed with no formal voting. The meeting shall be adjourned sine die (without assigning a date for a further meeting) Meeting minutes will capture any business requiring a motion is to be brought forward at the next meeting.
15. (a) The Chair of the Club shall preside as Chair at every member meeting of the Club;
(b) If there is no Chair, or if at any meeting the Chair is not present at the time of holding the same, the Vice-Chair shall preside as meeting Chair;
(c) If there is no Chair or Vice-Chair, or if at any meeting neither the Chair nor the Vice-Chair is present, the members present shall select a meeting Chair from those present.
16. The meeting Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes they shall, both on a show of hands and on a poll, have a casting vote.
17. At any member meeting, unless a poll is demanded by at least five members, a declaration by the meeting Chair that a resolution has been carried and an entry to that effect is made in the meeting minutes shall be sufficient evidence of the fact, without proof of the number or proportion of the voters recorded in favor of or against such resolution.
18. If a poll is demanded in manner aforesaid, the poll shall be taken and the meeting Chair will state the result of such poll and shall be deemed to be the resolution of the Club.
VOTES OF MEMBERS
19. Every Member shall have one vote and no more.
20. A member who has not paid the subscription due in the year in which the meeting is held shall be entitled to vote at any meeting held before December 31st in that year but shall not be entitled to vote at any meeting held after that date.
21. Votes may be given in person. There shall be no Proxy Voting.
DIRECTORS
22. The Board of Directors shall consist of not less than five or more than eight Directors. The Directors shall be elected by the Club at the Annual General Meeting and shall hold office for a 2-year term.
23. The Board of Directors shall, at least one month before the Annual General Meeting, appoint a Nominating Committee from among their number. The Nominating Committee shall report at the Annual General Meeting on all nominations made by it or received from members and if such nominations exceed the number of Directors to be elected an election shall be held. If the number of nominations made or received is insufficient, those nominated shall be elected as Directors and at their first Directors meeting shall appoint sufficient Directors to complete the Board.
24. In the event of a Director dying, resigning from the Board or ceasing to be a member of the Club, 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 Club.
25. (a) Meetings of the Board of Directors shall be held as often as the business of the Club may require and shall be called by the Secretary. Notice of such meetings, specifying the time and place thereof, shall be given either orally or in writing to each Director at least two days 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;
(b) The Board of Directors shall determine the general policies and activities of the Club. The Directors shall review the By-laws annually and if revisions are required will issue a Notice of Motion to the club Members (a minimum of 2 weeks) prior to a Member or Annual General Meeting.
26. No business shall be transacted at any meeting of the Board unless four Directors are present at the Commencement of the meeting.
27. The Chair, or in their absence, the Vice-Chair, or in the absence of both of them, any Director elected from among those Directors present, shall preside as Chair at meetings of the Board. The meeting Chair shall be entitled to vote as a Director and in the case of an equality of votes shall have a casting vote in addition to the vote to which they are entitled as a Director.
POWERS OF DIRECTORS
28. The business of the Club shall be managed by the Directors, who may exercise all such powers of the Club; No regulations made by the Club in a members meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.
29. The Directors may delegate any of their powers to Committees consisting of such Director or Directors as they think fit and may from time to time revoke such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations or directions that may from time to time be imposed upon it by the Directors.
OFFICERS
30. The Directors shall, at the Annual General Meeting, elect the following officers from among their number: Chair, Vice-Chair, Secretary and Treasurer; The officers of Secretary and Treasurer may be combined in one person.
The Chair, if present, or in the Chairs absence, the Vice-Chair, shall preside at all meetings of the Directors and members. The Vice-Chair shall perform such other duties as the Board may prescribe. The Chair shall ex officio be a member of all Committees.
The Secretary shall keep and maintain a list of members and shall be responsible for giving proper notice of all meetings of the members of the Club and of the Board of Directors and shall perform such other duties as may from time to time be prescribed by the Directors.
The Treasurer shall keep full and accurate accounts of receipts and disbursements and shall deposit all moneys in the name and to the credit of the Club. The Treasurer shall disburse the funds of the Club as may be authorized or ordered by the Directors and shall render to the Directors, whenever required to do so, an account of the Treasurers transactions as Treasurer and of the financial condition to the Club. The Treasurer shall annually, as soon as possible after December 1st, mail or make available electronically to each active member a written notice stating that their annual subscriptions became due and payable on December 1st and requesting payment thereof to Treasurer. The Treasurer shall also perform such other duties as may from time to time be prescribed by the Directors.
AUDIT OF ACCOUNTS
31. The Auditor of the Club shall be appointed annually by the members of the Club at the Annual General Meeting, and on failure of the members to appoint an auditor, the Directors may do so.
The Auditor shall make a written report to the members upon the balance sheet and accounts, and in every such report they shall state whether in their opinion the balance sheet is a full and fair balance sheet containing the particulars required by the regulations of the Club and properly drawn up so as to exhibit a true and correct view of the Club’s affairs and such report shall be read at the Annual General Meeting. A copy of the balance sheet showing general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year audited by the Club’s Auditor or by two Directors, if no auditor, shall be filed with the Registry of Joint Stock Companies at Halifax, N.S., within 14 days after the Annual General Meeting in each year as required by law.
32. A notice may be served by the Club upon any member either personally, electronically or by sending it through the post in a prepaid letter addressed to such member at his last registered address.
33. Any notice if served by post shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put in the post office.
WINDING UP
34. The Club shall be wound up voluntarily whenever a resolution is passed by the votes of three-fourths of the members present at a member meeting, of which due notice has been given requiring the Club to be wound up voluntarily.
REPEAL AND AMENDMENT OF BY-LAWS
35. The Club has power to repeal or amend any of these By-laws by a resolution passed in the manner prescribed by law.
MISCELLANEOUS
36. The Club 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 14 days of a change of Directors notify the Registrar of the change.
37. The Club shall file with the Registrar a copy, in duplicate, of every Special Resolution within 14 days after the resolution is passed.
38. Members may be expelled for failure to comply with the By-laws.
39. Any Director or Officer may be removed by majority vote of the Directors.
40. Exercise of borrowing powers shall be pursuant to direction of the Board of Directors.
41. The seal shall be in the custody of the Secretary.
42. Preparation of Minutes, custody of the minutes and records, and custody of the Minutes of all Meetings of the Club or the Board of Directors shall be the responsibility of the Secretary of the Club.
43. Contracts, deeds, bills of exchange and other instruments and documents on behalf of the Club may be executed by any two of the following: The Chair, Vice-Chair and Secretary, or otherwise as prescribed by Resolution of the Board of Directors.
STANDING COMMITTEES
44. The Board shall at their meeting held following the Annual Meeting in each year, appoint the following Standing Committees:
(1) Property;
(2) Finance;
(3) Camera;
(4) Paddling;
(5) Social Media;
(6) Membership;
(7) Grants/Fund Raising
45. Such Committees shall consist of a Leader who shall be a Director or Member of the Club. The Leader will seek out assistance from club members who shall perform such duties as allocated to them by the Board.
Rev. 1 - As of: 2020/11/11
MILTON CANOE AND CAMERA CLUB
NAME & PURPOSE
1. In these regulations, unless there is something in the subject or context inconsistent therewith
“The Club” means the Milton Canoe and Camera Club, which is a non-profit organization, and it may also be recognized as MCCC;
“In writing” means written or printed, or partly written and partly printed;
“Words representing the singular number include the plural number and vice versa;
“Registrar” means the Registry of Joint Stock Companies at Halifax, N.S
The purpose of the Club is to educate, encourage and grow the canoeing and photographic knowledge and capabilities of its members by:
a) Respecting our wild life and doing our part to protect and preserve the fish, game and natural resources of our country;
b) Encouraging and sponsoring younger people in outdoor activities;
c) Enjoying life in the open;
d) Furnishing a meeting place for its members;
e) Making available necessary equipment to conduct its programs;
f) Presenting lectures and demonstrations of technique;
g) Sponsoring any activities, which further the purpose of the club.
MEMBERSHIP
2. The subscribers to the memorandum of association and such other persons as shall be admitted to membership in accordance with these By-laws, and none others, shall be members of the Club, and shall be entered in the register of members accordingly, once dues are received to denote an active member.
3. All Annual Dues shall become due and payable on the first day of December each year. The Executive Elected Officers shall determine the annual Dues. Non-members can attend meetings but may not take part in any club activities until payment is received. Annual Dues are good for the inclusive term December 1st to November 30th. Dues are not prorated for new members joining between December 1st to July 31st. New members joining between August 1st to November 30th will have their dues applied for the remainder of the current year and the next full year (in effect 16 months).
4. The Board shall have full discretion as to the admission of any person to membership. In addition, a member may be suspended or expelled by the Board of Directors for good and sufficient reason. The Board shall have full discretion as to what constitutes “good and sufficient reason”, and the decision of the Board shall be final in instances of this case. Examples of good and sufficient reason include, but are not limited to: obscene or threatening behavior, bullying, harassment and personal behavior that disrupts or interrupts meetings/field trips to the detriment of other members’ participation and enjoyment.
5. For the purpose of registration, the number of members of the Club is unlimited. In addition, the Club shall collect the following information from each member; full name, email, home address, phone number and emergency contact person name/relationship/phone number and relevant medical conditions. Member information shall be available to Elected Officers for use in club business and shall not be published in any form for public dissemination without express permission from each member. The club will endeavor to secure and keep private all members personal information. The Club membership list shall not be used for any purpose other than club activity.
6. Every Member of the Club shall be entitled to vote at any meeting and to hold any office.
7. The privileges of an active member shall not be transferable.
8. Every member, shall be bound to further to the best of their ability the objectives, interest, and influence of the Club and shall observe all By-laws and regulations of the Cub made pursuant to the powers in that behalf hereinafter contained.
FISCAL YEAR
9. The fiscal year of the Club shall be the period from December 1st in any year to November 30th in the next year.
MEETINGS
10. (a) The Member meetings of the Club shall be a minimum of 2 per year, one of which will be (the Annual General Meeting of the Club to be held after the fiscal year end and not later than 90 days after the fiscal year end);
(b) A Member meeting shall be called by the Chair if requisitioned in writing by five or more members in good standing.
11. The Club will endeavor to give five days’ notice, specifying the place, day and time of meeting, and in the case of special business the general nature of such business, shall be given to the members. The non-receipt of such notice by any member shall not invalidate the proceedings at any Member meeting.
12. All meetings whether ordinary or extra ordinary will include an agenda and minutes which are retained and made available upon request. Both Member and AGM meetings will follow an agenda that includes all standing committee reports.
13. No business shall be transacted at any meeting unless a quorum of members is present at the commencement of such business and 5 members of the Club shall constitute a quorum.
14. If within 15 minutes from the start time appointed for the meeting a quorum of members is not present, the meeting will proceed with no formal voting. The meeting shall be adjourned sine die (without assigning a date for a further meeting) Meeting minutes will capture any business requiring a motion is to be brought forward at the next meeting.
15. (a) The Chair of the Club shall preside as Chair at every member meeting of the Club;
(b) If there is no Chair, or if at any meeting the Chair is not present at the time of holding the same, the Vice-Chair shall preside as meeting Chair;
(c) If there is no Chair or Vice-Chair, or if at any meeting neither the Chair nor the Vice-Chair is present, the members present shall select a meeting Chair from those present.
16. The meeting Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes they shall, both on a show of hands and on a poll, have a casting vote.
17. At any member meeting, unless a poll is demanded by at least five members, a declaration by the meeting Chair that a resolution has been carried and an entry to that effect is made in the meeting minutes shall be sufficient evidence of the fact, without proof of the number or proportion of the voters recorded in favor of or against such resolution.
18. If a poll is demanded in manner aforesaid, the poll shall be taken and the meeting Chair will state the result of such poll and shall be deemed to be the resolution of the Club.
VOTES OF MEMBERS
19. Every Member shall have one vote and no more.
20. A member who has not paid the subscription due in the year in which the meeting is held shall be entitled to vote at any meeting held before December 31st in that year but shall not be entitled to vote at any meeting held after that date.
21. Votes may be given in person. There shall be no Proxy Voting.
DIRECTORS
22. The Board of Directors shall consist of not less than five or more than eight Directors. The Directors shall be elected by the Club at the Annual General Meeting and shall hold office for a 2-year term.
23. The Board of Directors shall, at least one month before the Annual General Meeting, appoint a Nominating Committee from among their number. The Nominating Committee shall report at the Annual General Meeting on all nominations made by it or received from members and if such nominations exceed the number of Directors to be elected an election shall be held. If the number of nominations made or received is insufficient, those nominated shall be elected as Directors and at their first Directors meeting shall appoint sufficient Directors to complete the Board.
24. In the event of a Director dying, resigning from the Board or ceasing to be a member of the Club, 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 Club.
25. (a) Meetings of the Board of Directors shall be held as often as the business of the Club may require and shall be called by the Secretary. Notice of such meetings, specifying the time and place thereof, shall be given either orally or in writing to each Director at least two days 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;
(b) The Board of Directors shall determine the general policies and activities of the Club. The Directors shall review the By-laws annually and if revisions are required will issue a Notice of Motion to the club Members (a minimum of 2 weeks) prior to a Member or Annual General Meeting.
26. No business shall be transacted at any meeting of the Board unless four Directors are present at the Commencement of the meeting.
27. The Chair, or in their absence, the Vice-Chair, or in the absence of both of them, any Director elected from among those Directors present, shall preside as Chair at meetings of the Board. The meeting Chair shall be entitled to vote as a Director and in the case of an equality of votes shall have a casting vote in addition to the vote to which they are entitled as a Director.
POWERS OF DIRECTORS
28. The business of the Club shall be managed by the Directors, who may exercise all such powers of the Club; No regulations made by the Club in a members meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.
29. The Directors may delegate any of their powers to Committees consisting of such Director or Directors as they think fit and may from time to time revoke such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations or directions that may from time to time be imposed upon it by the Directors.
OFFICERS
30. The Directors shall, at the Annual General Meeting, elect the following officers from among their number: Chair, Vice-Chair, Secretary and Treasurer; The officers of Secretary and Treasurer may be combined in one person.
The Chair, if present, or in the Chairs absence, the Vice-Chair, shall preside at all meetings of the Directors and members. The Vice-Chair shall perform such other duties as the Board may prescribe. The Chair shall ex officio be a member of all Committees.
The Secretary shall keep and maintain a list of members and shall be responsible for giving proper notice of all meetings of the members of the Club and of the Board of Directors and shall perform such other duties as may from time to time be prescribed by the Directors.
The Treasurer shall keep full and accurate accounts of receipts and disbursements and shall deposit all moneys in the name and to the credit of the Club. The Treasurer shall disburse the funds of the Club as may be authorized or ordered by the Directors and shall render to the Directors, whenever required to do so, an account of the Treasurers transactions as Treasurer and of the financial condition to the Club. The Treasurer shall annually, as soon as possible after December 1st, mail or make available electronically to each active member a written notice stating that their annual subscriptions became due and payable on December 1st and requesting payment thereof to Treasurer. The Treasurer shall also perform such other duties as may from time to time be prescribed by the Directors.
AUDIT OF ACCOUNTS
31. The Auditor of the Club shall be appointed annually by the members of the Club at the Annual General Meeting, and on failure of the members to appoint an auditor, the Directors may do so.
The Auditor shall make a written report to the members upon the balance sheet and accounts, and in every such report they shall state whether in their opinion the balance sheet is a full and fair balance sheet containing the particulars required by the regulations of the Club and properly drawn up so as to exhibit a true and correct view of the Club’s affairs and such report shall be read at the Annual General Meeting. A copy of the balance sheet showing general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year audited by the Club’s Auditor or by two Directors, if no auditor, shall be filed with the Registry of Joint Stock Companies at Halifax, N.S., within 14 days after the Annual General Meeting in each year as required by law.
32. A notice may be served by the Club upon any member either personally, electronically or by sending it through the post in a prepaid letter addressed to such member at his last registered address.
33. Any notice if served by post shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put in the post office.
WINDING UP
34. The Club shall be wound up voluntarily whenever a resolution is passed by the votes of three-fourths of the members present at a member meeting, of which due notice has been given requiring the Club to be wound up voluntarily.
REPEAL AND AMENDMENT OF BY-LAWS
35. The Club has power to repeal or amend any of these By-laws by a resolution passed in the manner prescribed by law.
MISCELLANEOUS
36. The Club 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 14 days of a change of Directors notify the Registrar of the change.
37. The Club shall file with the Registrar a copy, in duplicate, of every Special Resolution within 14 days after the resolution is passed.
38. Members may be expelled for failure to comply with the By-laws.
39. Any Director or Officer may be removed by majority vote of the Directors.
40. Exercise of borrowing powers shall be pursuant to direction of the Board of Directors.
41. The seal shall be in the custody of the Secretary.
42. Preparation of Minutes, custody of the minutes and records, and custody of the Minutes of all Meetings of the Club or the Board of Directors shall be the responsibility of the Secretary of the Club.
43. Contracts, deeds, bills of exchange and other instruments and documents on behalf of the Club may be executed by any two of the following: The Chair, Vice-Chair and Secretary, or otherwise as prescribed by Resolution of the Board of Directors.
STANDING COMMITTEES
44. The Board shall at their meeting held following the Annual Meeting in each year, appoint the following Standing Committees:
(1) Property;
(2) Finance;
(3) Camera;
(4) Paddling;
(5) Social Media;
(6) Membership;
(7) Grants/Fund Raising
45. Such Committees shall consist of a Leader who shall be a Director or Member of the Club. The Leader will seek out assistance from club members who shall perform such duties as allocated to them by the Board.
Rev. 1 - As of: 2020/11/11
