Pickleball Nova Scotia By Laws

 

 

PICKLEBALL NOVA SCOTIA

BY-LAWS

 

DEFINITIONS

 

  1. In these by-laws:
    • “Society” means Pickleball Nova Scotia (PNS)
    • “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
    • “Special Resolution” means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person (or by proxy, where proxies are allowed) at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

 

 

MEMBERSHIP RIGHTS & RESPONSIBILITIES

 

  1. The Society is ultimately accountable to the members of the Society.

 

  1. Every member is entitled to attend any members’ meeting of the Society.

 

  1. Every member may vote at any members’ meeting of the Society after they have attended at least one previous members’ meeting.

 

  1. Any member of legal age (or with their guardian’s written consent) is entitled to hold any office.

 

  1. Membership in the Society shall consist of:
    • the minimum of 5 subscribers to the Memorandum of Association.
    • those who support the objects of the Society
    • those whose name and address is written in the Register of Members (by the secretary)
    • those who pay an annual fee in an amount to be determined by the Society, and/or
    • those who reside in the geographic area of the Province of Nova Scotia

 

  1. Membership in the Society is not transferable.

 

  1. Membership in the Society shall cease:
    • upon death, 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 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 has been given, the member’s membership in the Society has been terminated.

 

  1. 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.

 

  1. No funds of the Society shall be paid to, or be available for the personal benefit of any member.

 

 

MEMBERS’ MEETINGS

 

  1. Every member, subject to by-law 4, shall have one vote and no more, and there shall not be proxy voting.

 

  1. A general or special meeting of the members may be held at any time and shall be called:
    • if requested by the chair, or
    • if requested by a majority of the directors, or
    • if requested in writing by 5% of the members.

 

  1. 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 seven (7) days prior to the meeting,
    • be given to the members by email,
    • specify the nature of business, such as the intention to propose a special resolution, and
    • the non-receipt of notice by any member shall not invalidate the proceedings.

 

  1. An annual general meeting shall be held within three months after every 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,
    • be given to the members by email,
    • specify the intention to propose a special resolution, and
    • the non-receipt of notice by any member shall not invalidate the proceedings.

 

  1. 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,
    • the appointment of auditors for the ensuing years, and
    • election of directors.

 

  1. Quorum shall consist of 5% of members. No business shall be conducted at any meeting unless a quorum is present to open the meeting and, upon request, before any vote.

 

  1. (a) If a meeting is convened as per by-laws 12(a) or 12(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 the adjourned meeting the members present shall constitute quorum only for the purpose of winding up the Society.

 

  • If a meeting is convened at the request of the members as per by-law 12(c) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be dissolved

 

  1. The President, or in his/her absence, the Vice-President, or in the absence of both, any member appointed from among those present, shall preside as Chair at members’ meetings

 

   19. Where there is an equality of votes the motion shall be lost.

 

  1. 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.

 

  1. 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.

 

 

DIRECTORS and BOARD MEMBERS

 

  1. Any member of the society shall be eligible to be elected a director or board member of the Society and a director of the society shall be a member.

 

  1. The number of directors shall be not less than 5. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

 

  1. Directors shall retire from office at the end of each annual general meeting at which their successors are elected. Retiring directors shall be eligible for re-election. Directors shall be elected to two-year terms, with one-half of the directors elected each year.

 

  1. If a director resigns his/her office or ceases to be a member in the Society, his/her office as director shall be vacated and the vacancy may be filled for the unexpired portion of the term by the board of directors from among the members of the Society.

 

  1. The members may, by special resolutions, remove any director and appoint another person to complete the term of office.

 

  1. The management of the Society is the responsibility of the directors. In particular, the directors may engage a General Manager, and determine his/her duties, responsibility and remuneration.

 

  1. The directors may appoint an executive committee and other committees as they see fit.

 

  1. Directors who have, or could reasonably be seen to have, a conflict of interest, have a duty to declare this interest. The declaration should be made to the members
    • upon nomination, and
    • if serving as a director, when the possibility of a conflict is realized.

 

  1. A conflict of interest does not prevent a member from serving as a director provided that he/she withdraws from the decision making on matters pertaining to the interest. The withdrawal should be recorded in the minutes.

 

 

DIRECTORS’ MEETINGS

 

  1. The board of directors shall meet no less than four (4) times each year.

 

  1. A meeting of directors may be held at the close of every annual general meeting without notice for the purpose of electing officers. 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,
    • be given to the directors by email
    • the non-receipt of notice by any director shall not invalidate the proceedings,
    • notice can be waived for board meetings with the unanimous approval of the Board.

 

  1. Quorum shall consist of 50% of the directors. 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.

 

  1. The President or, in her/her absence, the Vice-President or, in the absence of both of them, any director appointed from among the directors shall preside as Chair of the Board.

 

  1. At directors’ meetings, where there is an equality of votes, the motion shall be lost.

 

 

OFFICERS/DIRECTORS

 

  1. The officers shall be elected by the membership and shall be a President, a Vice-President, a Treasurer, a Secretary and a Membership Chair. As well, there will be two directors-at large and Board Members for Halifax Regional Municipality and the Valley, South Shore, Highlands and Central/Northern regions.

 

  1. One of the officers shall be the President. The President is the chief spokesperson for PNS. The President shall:
    • be responsible for the effectiveness of the Board
    • perform other duties as assigned by the members or the directors,
    • organize and conduct all meetings and be concerned with the overall smooth operation of PNS,
    • at the annual general meeting, report to the membership on the year’s activities.

 

  1. One of the officers shall be the Vice-President. The Vice-President shall perform the duties of the Chair during the absence, illness or incapacity of the President, or when the Chair may request him/her to do so.

 

  1. One of the officers shall be the Secretary. The Secretary shall:
    • have the responsibility for the preparation and custody of all records including:
  1. the minutes of members’ meetings,
  2. the minutes of directors’ meetings,
  3. the filing of annual requirements with the office of the Registrar, and
  • have custody of the Seal, if any, which may be affixed to any document upon resolution of the board of directors, and
  • file with the Registrar:
  1. within fourteen(14) days of their election or appointment, a list of directors with their addresses, occupations, and dates of appointment or election
  2. a copy of every special resolution within fourteen (14) days after the resolution is passed, and
  3. have other duties as assigned by the board.

 

  1. One of the officers shall be the Treasurer. The Treasurer shall have responsibility for the custody of all financial books and records of the Society, and carry out all other duties as assigned by the board.

 

  1. One of the officers shall be the Membership Chair. The Membership Chair shall record and maintain the membership data through on-line registrations on the website of Pickleball Canada Organization.

 

  1. Two Board Members shall be Directors-at-large and shall perform duties as assigned by the board.

 

  1. Five additional members will act as the representatives for Halifax Regional Municipality as well as the Valley, South Shore, Highlands and Central/Northern regions. These board members shall:
  1. provide representation at meetings, including reports, for their areas, and
  2. if unable to attend meetings, shall inform the Officers of any information or issue arising in their respective areas.

 

  1. Officers and Board Members will serve for a term of two (2) years effective as of the date of the spring Annual General Meeting with one half of the Directors elected or appointed each year.

 

  1. Officers and Board Members have full voting rights at board meetings.

 

  1. Officers may, ay any time, appoint a member as a Director to fill a vacancy. An Officer appointed holds office only until the conclusion of the next following Annual General Meeting, but is eligible for re-election at that Annual General Meeting.

 

48.Officers and Board Members may, by Special Resolution, remove an Officer or              Board Member before the expiration of his/her term and may elect a successor to     complete the term of office.

 

  1. Contracts, deeds, bill of exchange and other instruments and documents may be executed on behalf of the Society by the President or the Vice-President and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.

 

 

COMMITTEES

 

  1. A Nominating Committee shall be appointed by the President at least thirty (30) days prior to the Annual General Meeting. This committee shall consist of at least three (3) members whose duty is to identify members seeking election to the Board. 

 

  1. All PNS members possess the authority to nominate himself/herself, or another member.

 

  1. If there is more than one candidate for an elective position, a vote shall be held at the Annual General Meeting. Paper ballots shall be used.

 

  1. The President and Officers may appoint Special Committees as needed and appoint members to these committees as needed for the operation of PNS.

 

 

FINANCE

 

  1. The fiscal year end of the Society shall be the last day of April.

 

  1. The Treasurer 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.

 

  1. A copy of the financial report shall be signed by the auditor or by two directors.

 

  1. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual general meeting.

 

  1. An auditor of the Society may be appointed by the members at the Annual General Meeting and, if the members fail to appoint an auditor, the directors may do so.

 

  1. The Society may only borrow money as approved by a special resolution of the members.

 

  1. 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. All other books and records of the Society may be inspected by any member at a reasonable time within two days prior to the Annual General Meeting at the registered office of the Society.

 

  1. 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 his/her duties.

 

  1. The Society shall not make loans, guarantee loans or advance funds to any director or officer.

 

 

 

CONFLICT of DOCUMENTS

 

  1. In the case of any conflict between any part of these by-laws and the Societies Act, the Societies Act would prevail.

 

 

 

ADOPTION of these BY-LAWS

 

  1. These By-Laws were ratified by a special resolution of the Members of the Society at a meeting of members duly called and held on June 2, 2019 the St. Margaret’s Centre in Tantallon, Nova Scotia.

 

  1. In ratifying these By-Laws, the Members of the Society repeal all prior By-Laws provided that such repeal does not impair the validity of any action done pursuant to the repealed

By-Laws.