DEFINITIONS
In these by-laws, unless there be some thing in the subject or
context inconsistent therewith:
"Partnership" means the Bay of Fundy Ecosystem Partnership.
"Special" resolution means a resolution, involving other than
ordinary business, passed by not less than two-thirds (2/3) of such
members entitled to vote as are present in person at a general
meeting of which notice specifying the intention to propose the
special resolution has been duly given.
MEMBERSHIP
1. The founding members of the Partnership and
such other persons as shall be admitted to membership in accordance to
the Partnership Constitution and these By-Laws, and none other, shall be
members of the Partnership, and their names shall be entered into the
Register of Members accordingly. For purposes of such registration, the
number of members of the Partnership shall be unlimited.
2. Every member of the Partnership shall be
entitled to attend any meeting of the Partnership and to hold any
office. Every member of the Partnership shall be entitled to vote at any
general meeting of the Partnership except those members who are deemed
to be in conflict of interest by the Steering Committee, by themselves,
and/or by their employer. Membership in the Partnership shall not be
transferable.
3. The following shall be eligible for
application for Membership in the Partnership: any person of any
nationality who upholds the purpose of the Partnership, pays the
required membership fee as set by the Steering Committee and contributes
to the Partnership by working towards its goals. No formal admission to
membership shall be required and entry into the Register of Members by
the Secretary of the name and address of any individual or organization
shall constitute an admission into the Partnership.
4. Membership in the Partnership shall cease
upon the death of a member or if, by notice in writing to the Secretary,
a member resigns their membership or if they cease to qualify for
membership in accordance with these By-Laws. If a member's conduct is
deemed to be inappropriate or in conflict with the purpose of the
Partnership their membership can be revoked by special resolution at a
meeting of the Steering Committee.
5. Members are not agents of the Partnership
and accordingly cannot enter into agreements, or make representation, on
behalf of the Partnership.
MEETINGS
6. General meetings of the Partnership:
(a) The ordinary or Annual General Meeting of the
Partnership shall be held in Nova Scotia or New Brunswick within eight
months after the end of each fiscal year of the Partnership at a time
and place to be decided by the Steering Committee.
(b) An extraordinary general meeting of the
Partnership may be called by the Chair, by the Management Committee or
by the Steering Committee at any time, and shall also be called if
requested in writing by at least twenty-five percent (25%) of the
members of the Partnership.
7. At each Annual General Meeting of the
Partnership, the following items of business shall be dealt with and
shall be deemed to be ordinary business:
(a) Minutes of preceding Annual General Meeting
(b) Consideration of annual reports
(c) Considerations of any financial statements,
including balance sheet and operating statement
(d) Election of members of the Steering Committee for
the ensuing year
(e) Appointment of auditors.
8. All other business transacted at an 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 Partnership.
9. If within one-half hour after the time
appointed for the meeting, a quorum of members is not present, the
meeting 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 indefinitely.
10. The role of the Chair:
(a) The Chair of the Partnership shall preside at
every general meeting of the Partnership
(b) If there is no Chair or if at any meeting he/she
is not present at the time of holding the same, the Vice-Chair shall
preside as Chair
(c) If there is no Chair or Vice-Chair or if at any
meeting neither the Chair or the Vice-Chair is present, the members
present shall choose someone of their number to be Chair for the
duration of the meeting
(d) The Chair shall not be allowed to make a motion.
11. The Chair may, with the consent of a
majority of those present, 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.
12. At any meeting, unless a poll is demanded
by at least three (3) members, a declaration by the Chair that a
resolution has been carried or lost and an entry to that effect in the
official minutes of the Partnership 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.
13. If a poll is demanded in manner aforesaid,
the same shall be held in such manner as the Chair may prescribe and the
result of such poll shall be deemed to be the resolution of the
Partnership in general meeting.
NOTICE OF MEETINGS
14. A minimum of one (1) month notice of an
Annual General Meeting or extraordinary general meeting, specifying the
time and place 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 sending it through the post, by fax or by e-mail.
15. A meeting of the Steering Committee shall
be held at the close of every Annual General Meeting of the Partnership
without notice for the sole purpose of electing Officers and other
members of the Management Committee.
16. Notice of all meetings of the Steering
Committee other than the above, specifying the time and place thereof,
shall be given either orally, in writing or electronically to each
member of the Steering Committee at least two (2) weeks before the
meeting is to take place. If agreed to verbally or in writing by the
members of the Steering Committee, meetings may be held via conference
telephone call, which will be duly recorded in the minutes of the
meeting.
17. Notice of all meetings of the Management
Committee, specifying the time and place thereof, shall be given either
orally, in writing or electronically to each member of the Management
Committee at least three (3) days before the meeting is to take place.
If agreed to verbally or in writing by the members of the Management
Committee, meetings may be held via conference telephone call, which
will be duly recorded in the minutes of the meeting.
18. The non-receipt of any notice by any
member shall not invalidate the proceedings at any Annual General
Meeting, extraordinary general meeting, Steering Committee meeting or
Management Committee meeting of the Partnership.
QUORUM
19. No business of the Partnership shall be
transacted at any Annual General Meeting or extraordinary general
meeting of the Partnership unless a quorum of members is present at the
commencement of such business. The quorum for such meetings shall
consist of 25 members or 10% of the recorded Membership, whichever is
the lesser.
20. No business shall be transacted at any
meeting of the Steering Committee unless a quorum of at least one-third
(1/3) of the members of the Steering Committee is present at the
commencement of such business.
21. No business shall be transacted at any
meeting of the Management Committee unless a quorum of at least four (4)
members, not including the Past-Chair, is present at the commencement of
such business.
VOTING MATTERS
22. Every member of the Partnership shall have
only one vote and no more, except those members who are deemed to be in
conflict of interest and will therefore not have a vote.
23. The Chair of the Partnership shall have no
vote except in the case of an equality of votes, wherein he/she shall
have the deciding vote.
24. There shall be no vote by proxy at any
meetings of the Partnership. However, Steering Committee members may
identify an alternate Partnership member who will attend specific
meetings of the Steering Committee in their stead with full voting
rights.
STEERING COMMITTEE
25. The oversight of the activities of the
Partnership shall be vested in the members of the Steering Committee
who, in addition to the powers and authorities of these By-Laws or
otherwise expressly conferred upon them, may exercise all such powers
and do all such acts and things as may be exercised or done by the
Partnership and are not hereby or by Statute expressly directed or
required to be exercised or done by the Partnership in general meeting.
In particular, the members of the Steering Committee shall have power to
engage a Coordinator and staff a Secretariat on a contract basis as
deemed necessary, and to determine their duties, responsibilities and
remuneration.
26. Any member of the Partnership shall be
eligible to be elected as a member of the Steering Committee of the
Partnership. Steering Committee members will serve without remuneration
until replaced at the next Annual General Meeting. Any unfilled
positions on the Steering Committee may subsequently be filled by
appointment by the Steering Committee from among the Membership.
27. Meetings of the Steering Committee shall
be held as often as the business of the Partnership may require and
shall be called by the Secretary.
28. The programs and activities of the
Partnership may be expedited by any Committees or Working Groups deemed
necessary and duly constituted by the Steering Committee. The chairs of
committees will be appointed by the Steering Committee from among the
Membership; Working Groups will select their own chairs.
29. At each Annual General Meeting of the
Partnership, all the members of the Steering Committee shall retire from
office, but shall hold office until the dissolution of the meeting at
which their successors are elected. Retiring Steering Committee members
shall be eligible for re-election.
30. In the event that a member of the Steering
Committee resigns his/her office or ceases to be a member in the
Partnership, whereupon his/her position shall be vacated, the vacancy
thereby created may be filled for the remainder of the term by the
Steering Committee from among the members of the Partnership.
31. The Partnership may, by special
resolution, remove any member of the Steering Committee before the
expiration of the period of office and appoint another person in his/her
stead. The person so appointed shall hold office during such time only
as the member of the Steering Committee in whose place he/she is
appointed would have held office if he/she had not been removed.
32. The Chair or, in his/her absence, the
Vice-Chair or, in the absence of both of them, any member of the
Steering Committee appointed from among those members of the Steering
Committee present shall preside as Chair at meetings of the Steering
Committee.
33. Contracts, deeds, bills of exchange and
other instruments and documents may be executed on behalf of the
Partnership by the Chair or the Vice-Chair and the Secretary, or
otherwise as prescribed by resolution of the Steering Committee.
OFFICERS
34. Any member of the Steering Committee shall
be eligible to be elected as an Officer of the Partnership, and shall
serve as such without remuneration. Retiring Officers shall be eligible
for re-election.
35. The Steering Committee may, by special
resolution, remove any Officer before the expiration of the period of
office and appoint another person in his/her stead. The person so
appointed shall hold office during such time only as the member in whose
place he/she is appointed would have held office if he/she had not been
removed.
36. The Chair shall have general supervision
of the activities of the Partnership and shall perform such other duties
as may be assigned to him/her by the Management Committee or the
Steering Committee from time to time.
37. The position of Past-Chair shall be
assumed ex-officio by the immediate Past-Chair on the election of a new
Chair of the Partnership, and will remain in that capacity until
relinquished by the incumbent or replaced by a subsequent election of
officers. The immediate Past-Chair shall be an ex-officio member of the
Steering Committee and the Management Committee.
38. The Vice-Chair shall perform the duties of
the Chair during the absence, illness or incapacity of the Chair or
during such periods as the Chair may request him/her to do so, and shall
perform such other duties as may be assigned to him/her by the
Management Committee or the Steering Committee from time to time.
39. The role of the Secretary:
(a) The Secretary of the Partnership shall be
responsible for the preparation and custody of the minutes of the Annual
General Meetings, extraordinary general meetings, and meetings of the
Steering Committee and Management Committee, as well as administration
of ballots for votes within any meetings, and shall perform such other
duties as may be assigned by the Management Committee or the Steering
Committee from time to time.
(b) The Management Committee may appoint a temporary
substitute for the Secretary, who shall, for the purpose of these
By-Laws, be deemed to be the Secretary.
40. The Treasurer shall be responsible for
overseeing the financial affairs and records of the Partnership,
including liaising with the external auditor and any fiscal agents on
behalf of the Partnership, and shall perform such other duties as the
Steering Committee or Management Committee may assign from time to time.
MANAGEMENT COMMITTEE
41. Any member of the Steering Committee shall
be eligible to be elected as a member of the Management Committee of the
Partnership, but one person may not hold more than one Management
Committee office. Retiring Management Committee members shall be
eligible for re-election.
42. Meetings of the Management Committee shall
be held as often as the business of the Partnership may require and
shall be called by the Secretary.
43. The Steering Committee may, by special
resolution, remove any member of the Management Committee before the
expiration of the period of office and appoint another person in his/her
stead. The person so appointed shall hold office during such time only
as the member in whose place he/she is appointed would have held office
if he/she had not been removed.
44. The Management Committee shall appoint an
appropriate official fiscal agent to handle any funds acquired by the
Partnership.
45. All expenditures made on behalf of the
Partnership with Partnership funds, whether by way of cash transaction,
cheque, or credit, shall require signed authorization by at least two
members of the Management Committee, or their designates. Written
notification of designation of signing authority shall remain on file
with the Partnership, and be accessible to all members.
46. The Management Committee of the
Partnership will prepare an annual report detailing all
assets/liabilities and activities recently completed, currently underway
and proposed for the following year, and such report shall be read at
the Annual General Meeting.
47. The minutes of any meetings of the
Partnership shall be posted on the Partnership website as soon as
convenient, at the discretion of the Management Committee.
COORDINATOR
48. A Coordinator may, if circumstances
warrant, be contracted by the Management Committee, on the direction of
the Steering Committee, to assist in advancing the programs and
activities of the Partnership. The Coordinator may, at the discretion of
the Management Committee, sit as an ex-officio, non-voting member of the
Management Committee and Steering Committee of the Partnership.
49. The specific roles and responsibilities of
the Coordinator shall be reviewed periodically and detailed in a
contract.
SECRETARIAT
50. A Secretariat for the Partnership shall be
established in either New Brunswick or Nova Scotia at an appropriate
location or locations as determined by the Steering Committee. The
Secretariat shall serve as the official office of the Partnership, to
provide administrative support for the Partnership and be responsible to
the Steering Committee.
51. Staffing of the Secretariat may be on a
contract, volunteer or in-kind contribution basis at the discretion of
the Steering Committee, according to circumstances. The duties of the
Secretariat staff shall be reviewed periodically and detailed in a
contract or job description.
FISCAL YEAR
52. The fiscal year of the Partnership shall
be the period from April 1 in any year to March 31 in the following
year.
AUDIT OF ACCOUNTS
53. The auditor of the Partnership shall be
appointed annually by the members of the Partnership at the Annual
General Meeting and, on failure of the members to appoint an auditor,
the Steering Committee may do so.
54. The Partnership shall make a written
report to the members as to the financial position of the Partnership
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, the auditor shall
state whether, in his/her opinion, the balance sheet is a full and fair
balance sheet containing the particulars required by the Partnership and
properly drawn up so as to exhibit a true and correct view of the
Partnership's affairs, and such report shall be read at the Annual
General Meeting.
INDEMNITIES TO MEMBERS,
MEMBERS OF THE STEERING COMMITTEE
AND MEMBERS OF THE MANAGEMENT COMMITTEE
55. Every member of the Steering Committee and
Management Committee of the Partnership or other member who has or is
about to undertake any liability on behalf of the Partnership, and their
heirs, executors and administrators, and estate and effects
respectfully, and agreed to by the general membership shall from time to
time and at all times, be held indemnified and saved harmless out of the
funds of the Partnership, from and against:
(a) all costs, damages, charges and expenses which
such member of the Steering Committee or Management Committee or other
person sustains or incurs in or about any action, manner of actions,
causes of action, claims, suits, demands or proceedings which are
brought, commenced or prosecuted against them, or in respect of any act,
deed, matter or thing whatsoever, made done or permitted by them, in or
about the execution of the duties of their office in respect of any such
liability
(b) all other costs, damages, charges and expenses
which they sustain or incur in or about or in relation to the affairs
thereof, except such costs, charges or expenses as are occasioned by
their own willful neglect or default.
56. Without restricting the generality of the
foregoing, should the Partnership be obstructed, delayed or barred from
the performance of its duties and obligations as defined within any
contract, any other person, group or company by reason of any act,
neglect, delay or default of any singular or group of employees or
agents of the Partnership or third party or parties through no fault or
neglect of the members of the Steering Committee, Management Committee
or any other persons of the Partnership, the Partnership, members of the
Steering Committee, members of the Management Committee, agents and
employees shall be indemnified and saved harmless from any and all
costs, and or damages it or they may suffer as a result of the
obstruction, delay or inability to perform said duties.
57. The Partnership shall ensure that all
Partnership staff and contractors are indemnified and saved harmless in
the performance of their Partnership-related duties in accordance with
the terms of their contract.