|
|
OF The
Halifax Guitar Society 1. In these by-laws unless there be
something in the subject or context inconsistent therewith (a) “Society”
means The Halifax Guitar Society (b) “Registrar”
means the Registrar of Joint Stock Companies appointed under the Nova Scotia
Companies Act. (c) “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 2. The subscribers to the Memorandum
of Association and such other persons as shall be admitted to membership in
accordance to these by-laws, and none other, shall be members of the Society,
and their names shall be entered in the Registry of Members accordingly. 3. For the purposes of registration,
the number of members of the Society is unlimited. 4. Every member of the Society shall
be entitled to attend any meeting of the Society and to vote at any meeting
of the Society and to hold any office (except in the cases of the office of
“Chairman” and “Vice-Chairman”, which cannot be held by any professional
musician and in the cases of “Student Membership” and “Newsletter Only
Membership” who cannot hold any office or vote), but there shall be no proxy
voting. 5. Membership in the Society shall
not be transferable. 6. The following shall be admitted
to membership in the Society: any
individual over the age of 18 years residing in Nova Scotia who upholds the
objects of the Society and contributes to the support of the Society an
amount to be determined at the General Meeting. 7. No formal admission to membership
shall be required and the entry in the Register of Members by the Secretary
of the name and address of any organization or individual shall constitute an
admission to membership in the Society. 8. Membership in the Society shall
cease upon the death of a member, or if, by notice in writing to the Society,
he resigns his membership, or if he ceases to qualify for membership in
accordance with these by-laws. 9. Membership classes: (a) “Standard Membership” – Any individual
25 years old or more that has paid Standard Membership fees shall be
considered a full member and shall be entitled to: six installments of the
Societies newsletter (one-year subscription); reduced prices for all Society
concerts, masterclasses and workshops (when reduced prices are possible); and
is entitled to a single vote at any General Meeting. (b) “Student Membership” – Any individual
24 years old or less who is a student and who has paid Student Membership
fees shall be considered a full member and shall be entitled to: six
installments of the Societies newsletter (one-year subscription); reduced
prices for all Society concerts, masterclasses and workshops (when reduced
prices are possible); but is not entitled to vote at any General
Meeting. (c) “Teacher Membership” – Any individual
that has five or more students enrolled in the Society shall be considered a
full member and shall be entitled to: six installments of the Societies
newsletter (one-year subscription); reduced prices for all Society concerts,
masterclasses and workshops (when reduced prices are possible); and is
entitled to a single vote at any General Meeting. (d) “Newsletter Only Membership” – Any
individual or group that has paid Newsletter Only Membership fees shall not
be considered a full member and shall be entitled only to six installments of
the Societies newsletter (one-year subscription). A Newsletter Only
Membership does not entitle the individual to reduced prices for any
Society concerts, masterclasses or workshops; and is not entitled to
vote at any General Meeting. (e) “Supporting Member” – Any individual or
group that has paid Supporting Member fees shall be considered a full member
and shall be entitled to: six installments of the Societies newsletter
(one-year subscription) with their name(s) on each newsletter listed as a
Supporting Member; reduced prices for all Society concerts, masterclasses and
workshops (applicable for one person only when reduced prices are possible);
and is entitled to a single vote at any General Meeting. (f) “Society Patron” – Any individual or
group that has paid Society Patron fees shall be considered a full member and
shall be entitled to: six installments of the Societies newsletter (one-year
subscription) with their name(s) on each newsletter listed as a Society
Patron; reduced prices for all Society concerts, masterclasses and workshops
(applicable for a maximum of two people, who must be listed on the groups
registration form, when reduced prices are possible); and is entitled to a
single vote at any General Meeting. FISCAL YEAR 10. The fiscal year of the Society shall be the
period from 06-01 to 05-31. 11. (a) The ordinary or annual general meeting of
the Society shall be held within three months after the end of each fiscal
year of the Society. (b) An extraordinary
general meeting of the Society may be called by the Chairman or by the
officers at any time, and shall be called by the officers if requisitioned in
writing by at least twenty-five per centum (25%) in number of the members of
the Society. 12. Seven days’ notice of a 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 or by sending it through the post in a prepaid
letter addressed to each member at his last known address. Any notice shall
be deemed to have been given by facsimile when transmission has been
confirmed, and by post at the time when the letter containing the same would
be delivered in the ordinary course of post and in providing such service it shall be sufficient to prove that
the envelope containing the notice was properly addressed and placed in the
post office. The non-receipt of any notice by any member shall not invalidate
the proceedings at any general meeting. 13. At each ordinary
or annual meeting of the Society, the following items of business shall be
dealt with and shall be deemed to be ordinary business: Minutes of preceding general meeting; Consideration of the annual report of the officers; Consideration of the financial statements, including
balance sheet and operating statement and the report of the auditors
thereon; Election of officers for the ensuing year; Appointment of Auditors. All other business transacted at an ordinary or annual
general meeting shall be deemed to be special business and all business shall
be deemed special that is transacted at an extraordinary general meeting of
the Society. 14. No business shall
be transacted at any meeting of the Society unless a quorum of members is
present at the commencement of such business and such quorum shall consist of
five members. 15. 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 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. 16. (a) The Chairman
of the Society shall preside as Chairman at every general meeting of the
Society; (b) If there is no Chairman or
if at any meeting he is not present at the time of holding the same, the
Vice-Chairman shall preside as Chairman; (c) If there is no Chairman or
Vice-Chairman or if at any meeting neither the Chairman nor the Vice-Chairman
is present at the holding of the same, the members present shall choose
someone of their number to be Chairman. 17. The Chairman
shall have no vote except in the case of an equality of votes. In the case of
an equality of votes, he shall have a casting vote. 18. The Chairman 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. 19. At any meeting,
unless a poll is demanded by at least three members, a declaration by the
Chairman that a resolution has been carried and an entry to that effect in
the book of proceedings of the Society 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. 20. If a poll
is demanded in manner aforesaid, the same shall be held such in a manner as
the Chairman may prescribe and the result of such poll shall be deemed to be
the resolution of the Society in general meeting. VOTES OF MEMBERS 21. Every
member shall have one vote and no more (except in the case of “Student
Memberships” and “Newsletter Only Memberships” who are not entitled to vote). OFFICERS 22. Unless otherwise determined by general meeting, the number of
officers shall not be less than five or more than fifteen. The subscribers to
the Memorandum of Association of the Society shall be the first officers of
the Society. 23. Any member of the Society shall be eligible to be elected an
officer of the Society. (Except in the cases of “Student Memberships” and
“Newsletter Only Memberships” who are not eligible to be elected as an
officer of the Society. And in the case of “Chairman” and “Vice-Chairman”
which cannot be held by any professional musician.) 24. Officers shall be elected by members at each ordinary or annual
general meeting of the Society. 25. The members shall elect officers from among
their number. 26. At the first ordinary or annual general meeting of the Society and
at every succeeding ordinary or annual general meeting, all the officers
shall retire from office but shall hold office until the dissolution of the
meeting at which their successors are elected and retiring officers shall be
eligible for re-election. 27. In the event that an officer resigns or
ceases to be a member in the Society, whereupon his office shall ipso facto be vacated, the vacancy
thereby created may be filled for the unexpired portion of the term by
election/appointment from among the members of the Society. 28. The Society may, by special resolution,
remove any officer before the expiration of the period of office and appoint
another person in his stead. The person so appointed shall hold office during
such time only as the officer in whose place he is appointed would have held
office if he had not been removed. 29. Meetings of the Board of Officers shall be held as often as the
business of the Society may require and shall be called by the Secretary. A
meeting of officers may be held at the close of every ordinary or annual
general meeting of the Society without notice. Notice of all other meetings,
specifying the time and place thereof, shall be given either orally or in
writing to each officer within a reasonable time before the meeting is to
take place, but non-receipt of such notice by any officer shall not
invalidate the proceedings at any meeting of the Board of Officers. 30. No business shall be transacted at any
meeting of the Board of Officers unless at least one-third in number of the
officers are present at the commencement of such business. 31. The Chairman or, in his absence, the
Vice-Chairman or, in the absence of both of them, any officer appointed from
among those officers present shall preside as Chairman at meetings of the
Board. 32. In the case of equality of votes, the
Chairman shall cast a deciding vote. 33. The officers of the Society shall be
Chairman, Vice-Chairman, Treasurer, Secretary, Membership Secretary, Artistic
Director, Director of Publicity, Newsletter Editor and two Student
Representatives. The officers of Treasurer and Secretary may be combined. 34. The members shall elect one of their number
to be the chairman of the Society. The Chairman shall have general
supervision of the activities of the Society and shall perform such duties as
maybe assigned to him by the members from time to time. 35. The members may also elect from their number
a Vice-Chairman. The Vice-Chairman shall, at the request of the members and
subject to its directions, perform the duties of the Chairman during the
absence, illness or incapacity of the Chairman, or during such period of the
Chairman may request him to do so. 36. (a) There shall be a secretary of the Society
who shall keep the minutes of the meetings of members and officers and shall
perform such other duties as may be assigned to him by the members. The
members shall appoint the secretary and may also appoint a treasurer of the
Society to carry out such duties as the members may assign. If the members
think fit, the same person may hold both offices of secretary and treasurer. (b) The officers may
appoint a temporary substitute for the secretary who shall, for the purpose
of these by-laws, be deemed to be the secretary. POWERS OF OFFICERS 37. The
management of the activities of the Society shall be vested in the officers
who, in addition to the powers and AUDIT OF ACCOUNTS 38. The auditor of the Society shall be appointed
annually by the members of the Society at the ordinary or annual general
meeting and, on failure of the members to appoint an auditor, the officers
may do so. 39. The Society shall make a written report to
the members as to the financial position of the Society 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, he shall state whether, in his opinion, the balance
sheet is a full and fair balance sheet containing the particulars required by
the Society and properly drawn up so as to exhibit a true and correct view of
the Society’s affairs, and such report shall be read at the annual meeting. A
copy of the balance sheet, showing the general particulars of its liabilities
and assets 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 meeting in each year as required by law. 40. The Society has power to repeal or amend any
of these by-laws by a special resolution passed in the manner prescribed by
law. MISCELLANEOUS 41. The Society shall file with the Registrar
with its Annual Statement a list of its officers with their addresses,
occupations, and dates of appointment or election, and within fourteen days
of a change of officers, notify the registrar of the change. 42. The
Society shall file with the Registrar a copy in duplicate of every special
resolution within fourteen days after the resolution is passed. 43. The seal of the Society shall be in the
custody of the Secretary and may be affixed to any document upon resolution
of the Board of Officers. 44. Preparation of minutes, custody of the books
and records, and custody of the minutes of all the meetings of the Society
and of the Board of Officers shall be the responsibility of the Secretary. 45. The books and 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 Society. 46. Contracts, deeds, bills of exchange and other
instruments and documents may be executed on behalf of the Society by the
Chairman or the Vice-Chairman and the Secretary, or otherwise as prescribed
by resolution of the Board of Officers. 47. The borrowing powers of the Society may be exercised by special resolution of the members.
|
