BY-LAWS
of the
FIVE BRIDGES WILDERNESS HERITAGE TRUST
INTRODUCTION
The Members shall be the governing body of the Five Bridges Wilderness Heritage Trust. To enable the Trust to operate effectively, the Members delegate to the Trustees authority to manage the affairs of the Trust consistent with the established principles and policies of the Trust. The Members reaffirm this delegated authority each year at the Annual General Meeting through their election or re-election of Trustees.
DEFINITIONS
In these by-laws, unless there is something in the subject or context inconsistent therewith:
"Trust" means the Five Bridges Wilderness Heritage Trust.
"Registrar" means the Registrar of Joint Stocks, appointed under the Nova Scotia Companies Act.
"Member" means any person residing in Nova Scotia who upholds the objectives of the Trust and pays dues in the amount determined by the Members at the Annual General Meeting.
"Friend of the Trust" means any individual who upholds the objectives of the Trust but does not wish to become a Member of the Trust. A Friend of the Trust may attend and participate in General Meetings, but does not pay dues and has no vote.
"General Meeting" shall include the Annual General Meeting, other General Meetings, Special Meetings.
"Trustee" means a Member who is at least 18 years of age, who is elected at an Annual General Meeting, or who is appointed by the Trustees to fill a vacancy, and who holds special responsibilities for the operations of the Trust as defined in these by-laws.
"Officer" means those Trustees who serve as Chair, Vice-Chair, Secretary and Treasurer of the Trust.
"Special Resolution" means a resolution passed by not less than three fourths of such Members who are entitled to vote and are present in person at any meeting of which notice specifying the intention to propose a resolution as a Special Resolution has been duly given.
"Executive Committee" means a committee duly established by the Trustees consisting of the Chair of the Trust and other Members chosen by the Trustees.
MEMBERSHIP
Membership in the Trust is open to any resident of Nova Scotia who upholds the objectives of the Trust and contributes to the support of the Trust an amount to be determined at the Annual General Meeting.
No formal admission to membership shall be required. An individual who pays the current annual dues and whose name is entered in the Register of Members of the Trust shall be considered a Member in good standing for the duration of the fiscal year.
Other individuals who wish to protect the wilderness heritage of Nova Scotia but do not wish to be Members are encouraged to become a Friend of the Trust. In particular, Government officials and any others acting in an advisory role or offering voluntary support to the Trust are welcome as Friends of the Trust without prejudice to their political or professional responsibilities.
Every Member of the Trust shall be entitled to attend any General Meeting of the Trust and to vote at such meetings and to hold office.
Membership in the Trust shall not be transferable.
Membership in the Trust shall cease if the Member should die, send a written notice of resignation to the Secretary of the Trust, or cease to qualify for membership in accordance with these by-laws.
Members of the Trust shall not be remunerated for being Members of the Trust or for carrying out the ordinary business of the Trust in any capacity.
Members are not agents of the Trust and accordingly cannot enter into agreements, or make representation on behalf of the Trust.
MEETINGS
The business of the Trust will be conducted at one of the four following types of meeting:
The Annual General Meeting of the Trust, which shall be held within four months following the end of the fiscal year.
General Meetings of the Trust, which shall be scheduled as required by the Trustees.
Special Meetings of the Trust, which shall be scheduled as required to deal with any business requiring approval by Special Resolution.
Meetings of the Board of Trustees, which shall be scheduled regularly to act on behalf of Members in conducting the business of the Trust.
Special Meetings shall be called by the Chair in response to any written request signed by ten or more Members of the Trust. Such a meeting will be held within 30 days of the Chair's receipt of the request.
All General Meetings of the Trust require at least seven days public notice. Public notice shall consist of publishing the day, hour and place of the meeting and, in the case of Special Meetings, the nature of the business. Public notice shall be given to Members by e-mail or phone, supplemented by other means such as advertisements in local newspapers and written notice on the Trust web site. Failure to receive notice by any Member shall not invalidate the proceedings at any General Meeting.
At each Annual General Meeting of the Trust, the following items of business shall be dealt with and shall be deemed to be ordinary business:
Minutes of preceding Annual General Meeting;
Presentation of the annual reports of the Chair of the Trust and each active committee;
Presentation of the financial statements, including balance sheet and operating statement and the report of the auditors;
Election of Trustees.
Appointment of Auditors.
No business of the Trust shall be transacted at any General Meeting of the Trust unless a quorum of Members is present at the beginning of such business and such a quorum shall consist of twenty percent of the Members.
If within one-half hour from the time appointed for the meeting a quorum of Members is not present, the meeting, if convened upon the request of the Members, shall be dissolved.
The Chair of the Trust, or his or her designate, shall preside as Chair at every General Meeting of the Trust. If there is no Chair or designate present, the Members present shall choose someone of their number to be Chair pro tem.
SPECIAL RESOLUTIONS
Matters related to the By-laws and Constitution, general policy, organizational structure, and the performance of Trustees, as well as any other issues designated at the discretion of the Board of Trustees, shall be dealt with by Special Resolution at duly constituted Annual General Meeting or Special Meetings.
The Board of Trustees is not empowered to incur a deficit or borrow funds except as approved by Special Resolution.
Decisions of the Board of Trustees that are referred by the Board to a General Meeting but are not approved may be made subject of a Special Resolution.
VOTING
Every Member shall have one vote.
Ordinary business at General Meetings of the Trust, shall be dealt with by a vote of those present with decision by a simple majority
Special Resolutions, at any Annual General Meeting or Special Meeting, shall be adopted upon acceptance by at least three quarters (3/4) of the Members presenting and voting.
The Chair shall have no vote except in the case of an equality of votes when the Chair shall have the casting vote.
There shall be no voting by proxy.
TRUSTEES
At the Annual General Meeting, the Members shall elect Trustees to fill vacant positions on the Board of Trustees for a term of three years.
Unless otherwise determined at the Annual General Meeting, the number of Trustees shall not be less than five or more than fifteen.
Any Member of the Trust over 18 years of age shall be eligible to be elected a Trustee.
At each Annual General Meeting of the Trust, all the Trustees whose term has expired shall retire from office but continue to hold office until the dissolution of the meeting at which their successors are elected.
Retiring Trustees shall be eligible for re-election.
In the event that a Trustee resigns his or her office or ceases to be a Member in the Trust, his or her office as a Trustee shall ipso facto be vacated. The Board of Trustees may fill the vacancy thereby created from among the Members of the Trust for the unexpired portion of the term.
The Board of Trustees is responsible for determination of the organizational structure of the Trust, including the creation of Committees and the appointment of Trustees and Members to them, subject to ratification at the next General Meeting.
The Board of Trustees is responsible for enforcing discipline over Members of the Trust. In this regard, if a Member is found to be acting in a manner that is contrary to the published policies or procedures of the Trust, the Board of Trustees may, by Special Resolution, reprimand, suspend, or dismiss any Member.
Under similar circumstances, the Board of Trustees may dismiss a Trustee before the expiration of the period of office and appoint another person in his or her place. The person so appointed shall hold office during such time only as the Trustee in whose place he or she is appointed would have held office if the dismissed Trustee had not been removed.
Meetings of the Board of Trustees shall normally be held on a monthly basis, but may be held as often as the business of the Trust may require.
The Chair of the Board of Trustees shall call a meeting of the Board in response to a written request by two or more Trustees. The Chair will call such meetings within seven days receipt of the request.
A meeting of the Board of Trustees may be held at the close of every General Meeting of the Trust without notice. Notice of all other meetings of the Board of Trustees, specifying the time and place thereof, shall be given by e-mail or telephone to each Trustee within a reasonable time before the meeting is to take place. However, non-receipt of such notice by any Trustee shall not invalidate the proceedings at any meeting of the Board of Trustees.
No business shall be transacted at any meeting of the Board of Trustees unless at least one-third of the Trustees is present.
In the absence of the Chair, or his or her designate, any Trustee appointed from among those Trustees present shall preside at meetings of the Board of Trustees.
Decisions at meetings of the Board of Trustees shall normally be decided by a simple majority vote.
The Chair shall have no vote at meetings of the Board of Trustees except in the case of an equality of votes. In the case of an equality of votes, the Chair shall have a casting vote.
POWERS OF THE BOARD OF TRUSTEES
The management of the activities of the Trust shall be vested in the Trustees acting as a Board, who may exercise all such powers and do all such things as may be done by the Trust and are not required to be at an Annual General or Special Meeting.
In particular, the Trustees are responsible for formulating policy, subject to ratification by the Members at the Annual General or Special Meetings, creating committees and assigning Trustees and Members to committees as well a planning, assigning tasks and managing the affairs of the Trust.
In particular, the Trustees shall have power to engage a manager and support staff, as deemed necessary, and to determine their duties and responsibilities.
EXECUTIVE COMMITTEE
The Trustees may appoint an Executive Committee, consisting of the Chair and such other persons as the Trustees decide, to expedite the business of the Trust between meetings of the Board of Trustees.
All authority conveyed to the Trustees is vested in the Executive Committee on the behalf of the Trustees and is subject to ratification at the next meeting of the Board of Trustees.
OFFICERS
The Officers of the Trust shall consist of at least a Chair, Vice Chair, Secretary and Treasurer appointed by the Board of Trustees from the Trustees elected by Members at the Annual General Meetings.
The Chair shall have general supervision of the activities of the Trust, including the Board of Trustees and the Executive Committee. In addition, he shall perform such duties as may be assigned by the Members from time to time.
The Members may also appoint a Vice Chair who shall, at the request of the Board of Trustees, perform the duties assigned to the Chair in the event of his or her absence illness or incapacity or during any period at the request of the Chair.
The Secretary of the Trust shall keep the records of membership, record attendance at meetings, send out notices of meetings, make arrangements for meeting venues, keep records of the minutes of meetings of the Trust and Trustees, and handle routine correspondence, as well as perform such other duties as the Chair or Trustees may require.
The Secretary shall file on an annual basis with the Registrar a list of Trustees, with their addresses and dates of appointment or election, as well as a list of Members.
The Secretary shall also file with the Registrar, a copy of every Special Resolution within 14 days after the resolution is passed and a notice of any change in the Trustees within 14 days of the change.
In the absence of the Secretary, the Trustees may appoint a temporary substitute to record the minutes of meetings and, for the purpose of these by-laws, the substitute would be deemed to be the Secretary.
The Treasurer shall maintain custody of all funds belonging to the Trust, keep records of all financial transactions, provide financial reports and statements and carry out such other duties relating to the finances of the Trust as required to comply with Provincial Regulations.
The Chair, Secretary and Treasurer shall have signing authority, any two of their signatures being required.
INDEMNITIES TO MEMBERS AND DIRECTORS
Every Trustee or Officer of the Trust or other person who has undertaken or is about to undertake any liability on behalf of the Trust and their heirs, executors, and administrators and estate and effects respectively shall from time to time (upon agreement of the Members by resolution) and at all times, be held indemnified and saved harmless from:
All costs, damages, charges and expenses which such Trustee, Officer or other person incurs relative to any action, claims, suits, demands or proceedings which are brought against them, in or relating to the execution of the duties of their office; and
All other costs, damages, charges and expenses which they incur in or about or in relation to the execution of the duties of their office, except such costs, charges or expenses as are caused by their own willful neglect or default.
FINANCES
Funds of the Trust shall be maintained in an account established in the name of the Trust at a Chartered Bank. The various committees of the Trust will be responsible for managing and accounting for funds allocated to them.
All expenditures from the Trust account must be authorized by any two of the signing officers of the Board of Trustees.
No financial commitments shall be undertaken until funding is in possession of the Trust.
Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Trust by any two of the Chair, Secretary and Treasurer as signing officers, or otherwise as prescribed by the Board of Trustees.
The borrowing powers of the Trust may be exercised only by Special Resolution of the Members.
The Trust does not have an official seal.
Any Member may inspect the financial records of the Trust at any reasonable, pre-arranged time following seven days written notice to the Chair.
FISCAL YEAR
The fiscal year of the Trust shall be the period from January1 in any year to December 31 in that year.
AUDIT OF ACCOUNTS
The auditor of the Trust shall be appointed annually by the Members of the Trust at Annual General Meeting and, on failure of the Members to appoint an auditor, the Trustees may do so.
The Treasurer shall make a written report to the Members at the Annual General Meeting as to the financial position of the Trust and the report shall contain a balance sheet and operating account. The auditors shall make a written report to the Members upon the balance sheet and operating account, 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 Trust and properly drawn up so as to exhibit a true and correct view of the Trust's affairs, and such report shall be read at the Annual General Meeting. A copy of the balance sheet, showing the general particulars of the liabilities and assets of the Trust and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the Annual General Meeting in each year as required by law.
MISCELLANEOUS
The Trust has power to repeal or amend any of these by-laws by a Special Resolution passed in the manner prescribed by law.
