Bylaws
of Maplewood Village Residents Association
In these by-laws unless there be something in the subject or context inconsistent therewith
a. “ASSOCIATION” means MAPLEWOOD VILLAGE RESIDENTS ASSOCIATION. This association includes the subdivisions of Maplewood Village, Sprucewood Estates, Halfway Lake Park, Cedarwood and Beaver Lake.
“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, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Membership
Membership in the Association shall be composed of all Honourary Members and Active Members in good standing.
A member in good standing is a registered property owner who is also a resident of the area defined as being included in the Association.
Honourary Members shall be those persons who, in the opinion of the Association, have made a distinguished contribution to the objectives of the Association and show a continued interest in contributing to the objectives of the Association. Honourary Members do not have to be residents of the Maplewood and Area Community.
Active Members shall be those persons 18 years of age and who are residents of the Maplewood and Area Community and who are also registered property owners.
Every member of the Association shall be entitled to attend any meeting of the Association. Every Active member of the Association is entitled to one vote at any meeting of the Association and to hold any office, but there shall be no proxy voting.
Membership in the Association shall not be transferable.
Membership in the Association shall cease upon the death of a member, or if, by notice in writing to the Association, s/he resigns membership; or if a member ceases to qualify for membership in accordance with these by-laws.
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 or individual shall constitute an admission to membership to the Association.
Fiscal Year
The fiscal year of the Association shall be the period from January 1st in any year to December 31st in the same year.
Meetings
a. The ordinary or annual general meeting of the Association shall be held within three (3) months before the end of each fiscal year of the Association.
b. An extraordinary general meeting of the Society may be called by the Chairperson or by the first directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Society.
Three 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 delivered to each home in Maplewood and Area.
At each ordinary or annual general meeting of the Association, 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 directors;
Consideration of the financial statements, including balance sheet and operating statement;
Election of the Executive for the ensuing year.
No business shall be transacted at any meeting of the Association unless a quorum of members is present at the commencement of such business and such quorum shall consist of four 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 requisition of the members, shall be dissolved. In any other 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.
13. a. The Chairperson of the Association shall preside as Chairperson at every general meeting of the Association;
b. If there is no chairperson or if at any meeting s/he is not present at the time of holding the same, the Co-Chairperson shall preside as Chairperson;
c. If there is no Chairperson or Co-Chairperson or if at any meeting neither the Chairperson nor the Co-Chairperson is present at the holding of the same, the members present shall choose someone of their number to be Chairperson.
14. The Chairperson shall have no vote except in the case of an equality of vote. In the case of an equality of votes, s/he shall have a casting vote.
15. At any general 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 the proceedings of the Association 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.
16. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the Association in general meeting.
Votes of Members
Every member shall have one vote and no more.
Directors
Unless otherwise determined by general meeting, the number of directors shall not be less than four or more than fifteen. The subscribers to the Memorandum of Association of the Association shall be the first directors of the Association.
Any Active member of the Association shall be eligible to be elected a director of the Association.
Directors shall be elected by the members at each ordinary or annual general meeting of the Association.
At the first ordinary or annual general meeting of the Association and at every succeeding ordinary or annual general meeting, all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.
22. In the event that a director resigns his office or ceases to be a member in the Association, whereupon his office as director shall ipso facto be vacated, 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 Association.
23. The Association may, by special resolution, remove any director 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 director in whose place s/he is appointed would have held office if he had not been removed.
24. Meetings of the Board of Directors shall be held as often as the business of the Association may require and shall be called by the Secretary. A meeting of directors may be held at the close of every ordinary or annual general meeting of the association without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to the place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.
25. No business shall be transacted at any meeting of the directors unless at least four(4) directors are present at the commencement of such business.
26. The Chairperson or, in his/her absence, the Co-Chairperson or, in the absence of both of them, any director appointed from among those directors present, shall preside as Chairperson at meetings of the Board.
27. The Chairperson shall be entitled to vote as a director and, in the case of an equality of votes, s/he shall have a casting vote in addition to the vote to which s/he is entitled as a director.
Role of the Directors
28. The management of the Association shall be vested in the directors who, in addition to the powers and authorities by these By-laws or otherwise expressly conferred upon them, may exercise all such acts and things as may be done by the Association and are not hereby or by Statute expressly directed or required to be done by the Association in general meeting.
29. The Executive shall consist of the Chairperson, the Co-Chairperson, Treasurer, and Secretary, and other directors as the Board may decide.
30. The Chairperson of the Association shall have general supervision of the activities of the Association and shall perform such duties as may be assigned by the Board of Directors from time to time. The Chairperson shall be responsible for calling and chairing meetings of the Association and to represent the Association as decided by the Board of membership.
31. The Co-Chairperson shall, at the request of the Board, and subject to its direction, perform the duties of the Chairperson during the absence, illness, or incapacity of the Chairperson, or during such period as the Chairperson may request him/her to do so.
32. The Treasurer shall receive and have custody of all monies and shall give receipt for same; shall deposit such monies in a chartered bank, trust company, or credit union in one or more accounts as deemed advisable by the Board and shall pay all indebtedness ratified in advance by the Board.
The Treasurer shall be responsible for keeping the financial records of the Association and preparing financial statements as decided by the Board.
The Treasurer shall also be responsible for the administration of the ratepayers fund in conjunction with HRM.
33. The Secretary shall keep the minutes of the meetings of the Association and such other duties as the Board may assign.
The Secretary shall maintain a membership register containing the names, categories, and addresses of all memberships in the Association. The membership register shall be available at all meetings of the Association.
Financial Matters
34. The financial records of the Association shall be audited every year by a person or persons designated at the Annual General Meeting by the members of the Association, and on failure of the members to do so, the directors may appoint an auditor.
The directors shall make a written report to the members as to the financial position of the Association and the report shall contain a balance sheet and operating account.
The auditor shall make a written report to the members upon the balance sheet and operating statement, stating whether the balance sheet is a full and fair report containing the particulars required by the Association. The report will be drawn up so as to exhibit a true and correct view of the Association’s financial affairs.
The report will contain the general particulars of the Association’s liabilities and assets and a statement of income and expenditures of the preceding year.
The auditor’s report shall be filed with the Registrar within fourteen (14) days after the annual general meeting in each year.
To collect via HRM, an annual ratepayers fee to be used for recreational purposes. This fee is to be set annually by vote at a public meeting. Theses funds will be the responsibility of the Treasurer, the use of which can be altered by public vote.
35. The revenue of the Association may consist of grants, donations and sponsorships. The Association may seek and accept donations in support of its objectives.
General
36. The Association shall file with the Registrar, with its Annual Statement, a list of its directors with addresses, occupations, and dates of election within fourteen(14) days of the annual general meeting; and within fourteen !4) days of a change of directors between annual general meetings.
37. The Association shall file with the Registrar two copies of every special resolution within fourteen (14) days after the resolution is passed.
38. The books and records of the Association may be inspected by any member at any reasonable time by making a request to the Chairperson at least two (2) days in advance.
39.No member of the Association shall, in his/her individual capacity, be liable for any debt or liability of the Association beyond the amount of any subscriptions, dues or fees payable by him/her to the Association.
Memorandum of Association of Maplewood Village Residents Association
1. The name of the association is the Maplewood Village Residents Association. This association includes the subdivisions of Maplewood Village, Sprucewood Estates, Halfway Lake Park, Cedarwood and Beaver Lake.
2. The objects of the association are:
To foster and promote the continuing association of residents concerned with the social, physical and economic development of the community;
To encourage residents to participate in programs and activities initiated by the Association and/or governments;
To cooperate and exchange information with other organizations sharing similar concerns;
To obtain and disseminate information and act on matters that may effect the Maplewood Village (and area) community;
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 the Association;
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 Association.
PROVIDED that nothing herein contained shall permit the Association to carry on any trade, industry or business and the Association shall be carried on without purpose of gain to any of the members and that any surplus or any accretions of the Association shall be used solely for the purposes of the Association and the promotion of its objects.
PROVIDED further, that if for any reason the operations of the Association are terminated or are wound up, or are 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 objectives similar to those of the Association.
3. The activities of the Association are to be carried on in Hammons Plains, Nova Scotia.
4. The registered office of the Association is at:
14 Huron Drive,
Site 87, Box 188, R.R. 1,
Bedford, NS B4A 2W
We, the several persons whose names, addresses and occupations are subscribed, desire to be formed into an Association, in pursuance of this Memorandum of Association.