General Articles – Definitions – Membership – Meetings – Notice of Meetings – Quorum – Voting Matters – Steering Committee – Officers – Management Committee – Coordinator – Secretariat – Fiscal Year – Audit of Accounts – Indemnities
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The Bay of Fundy Ecosystem Partnership (BoFEP) The organization is called the Bay of Fundy Ecosystem Partnership (hereinafter referred to as the Partnership), and is a non-profit, non-partisan and non-sectarian organization, which functions as a forum of equal partners. It serves the Bay of Fundy drainage area landward, and includes the full bay seaward as an integral part of the Gulf of Maine. Article 2 – Purpose 1. The Partnership will facilitate and conduct research related to conservation challenges and opportunities for the Bay of Fundy for the benefit of communities. 2. The Partnership will engage with and educate the public regarding the protection, promotion and presentation of the natural and cultural heritage of the Bay of Fundy. Article 3 – Structure The structure of the Partnership shall consist of an Annual General Meeting of its Membership, a Steering Committee and a Management Committee. The Steering Committee may retain Secretariat services, including a Partnership Coordinator and other support personnel. Article 4 – Membership The Membership shall consist of any individual or representative of an organization that is recorded in the Partnership Register of Members as such, and supports the Purpose of the Partnership and reconfirms such membership from time to time as required by the Steering Committee. Article 5 – Annual General Meeting The Partnership shall hold an Annual General Meeting of the Membership within the Bay of Fundy area to decide upon Partnership philosophy, amendments to the Constitution, By-Laws and strategic goals, to approve annual operational reports and to elect the Steering Committee. Article 6 – Steering Committee Accountable to the Annual General Meeting, the Steering Committee shall consist of not more than twenty-four (24) elected members plus the immediate Past-Chair, and be representative of all partners, including community groups, academics, business/industry, First Nations, non-government organizations and federal, provincial and municipal governments. It is responsible for ensuring that Partnership decisions are in line with Partnership philosophy, for adopting policies and strategies, and for establishing committees. Article 7 – Officers There shall be five (5) Officers of the Partnership, namely Chair, immediate Past-Chair, Vice-Chair, Secretary and Treasurer. Except for the Past-Chair, they shall be elected by the Steering Committee from among its members at their meeting immediately following each Annual General Meeting. Article 8 – Management Committee Accountable to the Steering Committee, the Management Committee consists of the five (5) Partnership Officers and three (3) other Steering Committee representatives elected by the Steering Committee from among its members at a meeting immediately following each Annual General Meeting. In accordance with the policies approved by the Steering Committee, the Management Committee is responsible for recommending and ensuring implementation of the general orientation, strategies and action plans of the Partnership. It also ensures the efficient management of resources, projects and services, and other operations of the Partnership. Article 9 – Decision Making All issues addressed by the Partnership will be decided by consensus (by general agreement), except for the election of Steering Committee members, Officers and other Management Committee members, and amendments to the Constitution and any By-Laws, which shall be considered voting matters. Article 10 – Borrowing Powers The Partnership shall have no borrowing powers, nor will any of its Membership, committees, representatives or staff on its behalf. Article 11 – Financial Books, Records and Meeting Minutes The financial books, records and meeting minutes of the Partnership may be inspected at the official office of the Partnership by any of the Membership at any reasonable time with a minimum of seven days prior written notice to the Secretary. Article 12 – Constitution and By-Laws The Partnership may amend its Constitution and establish and amend any By-Laws by Special Resolution. Article 13 – Special Resolution “Special Resolution” means a resolution passed by not less than two thirds of such members entitled to vote as are present, in person, at a meeting of the Partnership for which notice specifying the intention to propose the resolution has been duly given. The Bay of Fundy Ecosystem Partnership (BoFEP) 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. 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. 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. Back to Top 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. 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. 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. 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. 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. 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. 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. 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. 52. The fiscal year of the Partnership shall be the period from April 1 in any year to March 31 in the following year. 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. 58. Notice of any meeting of the Membership at which it is intended to request the passage of a Special Resolution must contain, in addition to the date, time and place of the meeting, a copy of the Special Resolution to be introduced. The notice must be personally delivered, emailed or mailed to the last recorded mailing address of the member, or faxed to the last known fax number of the member, not less than THREE business days before the meeting is to take place. Notice personally given may be confirmed in writing by the person delivering the notice. Notice given by mail shall be deemed to have been received at the time when the notice would be received in the ordinary course of post and a written statement from the person mailing the notice as to the date of mailing is sufficient confirmation of delivery. Notice given by fax shall be deemed to have been received the same day as transmitted. 59. On thirty (30) days written notice (through mail, email or fax) to its members, the Partnership has power to repeal or amend any of these By-laws by a special resolution passed in the manner prescribed by these By-laws. |
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