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UPDATED BY-LAWS
Waverley Community Association (WCA)
By-Laws
Revised March 2025
These by-laws closely follow model by-laws provided by the Registry of Joint Stocks
of the Province of Nova Scotia
Definitions
- In these by-laws:
a) “Society” means the Waverley Community Association
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 at a general meeting of which notice
specifying the intention to propose the resolution as a special resolution has been duly
given.
Membership - Those to whom the Society is ultimately accountable shall be the members of the
Society. - For the purposes of registration, the number of members of the Society is unlimited.
- Membership in the Society shall not be transferable.
- Any individual residing in Waverley is able to attend any meeting of the Society and to
be a member of WCA, however only property taxpayers can be voting members at the
General Meeting and / or a special meeting. - No formal admission to membership shall be required and the entry in a Register of
Members by the Secretary of the name and address of any individual shall constitute
admission to membership in the Society. - Membership in the Society shall cease upon the death of a member, or if by notice in
writing to the Society, he/she resigns his/her membership, or if he/she ceases to qualify
for membership in accordance with these by-laws.
Fiscal Year - The fiscal year of the Society shall be the period from January 1 to December 31st.
Members’ Meetings
This section refers to membership meetings, not Board of Directors’ meetings. - Members’ meetings will include:
a)
The annual general meeting (AGM) of the Society which shall be held within three
months after the end of each fiscal year of the Society.
b)
Any special general meetings of the members may be called by the board chair or the
Directors, may be held at any time, and shall be called if requested in writing by 25%
of the members. - Every voting member shall have one vote and there shall be no proxy voting at
Members’ meetings. - An annual general meeting, or special general meeting of the members may, at the
discretion of the Board of Directors, be held by means of a video conference
communication system, or any other similar electronic communication facility, that
permits all members participating in such meeting to hear each other during the
meeting. An individual member, who, through such communication system attends a
meeting, shall be deemed to be personally present at that meeting for the purposes of
voting. - Seven (7) days’ notice to members is required for an extraordinary or special general
meeting of the members. The notice must specify the date, place and time of the
meeting and in the case of special business, the nature of such business shall be given
to the members. Such notice is to be given to the members by means deemed by the
Directors to be effective. This may include the use of newsletters, posters, newspapers,
television, radio, public bulletin boards/ signage, e-mail and/or other electronic means.
The non-receipt of any notice by any member shall not invalidate the proceedings at
any general meeting. - One (1) months’ notice is required for an annual general meeting. The notice must
specify the date, place and time of the meeting and, in the case of special business, the
nature of such business shall be given to the members. Such notice is to be given to
the members by means deemed by the Directors to be effective. This may include the
use of newsletters, posters, newspapers, television, radio, public bulletin boards /
signage, e-mail and/or other electronic means. The non-receipt of any notice by any
member shall not invalidate the proceedings at any annual general meeting. - At the annual general meeting of the Society the following items of business shall be
dealt with and shall be deemed ordinary business:
a) Minutes of the previous annual general meeting
b) Consideration of the annual report of the Directors and other reports
c) Consideration of the annual financial report of the Society and, auditors report
d) Election of Directors and Chair
e) Special Resolutions (e.g. changes in by-laws)
f) Consideration of Area Rate and Annual Business Plan
All other types of business transacted at an ordinary general, annual general or special
general meeting of the members shall be deemed special business. - The Chair for the Elections
a) presents a nomination report from the Board, normally including
(i) a summary of the current Directors and the expiry dates of their terms,
(ii) the number and term of Director’s positions to be filled by election, and
(iii) introduction of a slate of candidates for election as Directors proposed by the
Board; and
b) reviews the processes to be used in the elections of Directors and the Chair. - No business shall be transacted at any members’ meeting of the Society unless a
quorum of members is present at the commencement of business and such quorum
shall consist of a minimum of 20 members. - If, within one-half hour from the time appointed for a members’ meeting, a quorum of
members is not present, the meeting, if convened upon the requisition of the members,
shall be dissolved. In all other case it shall stand adjourned to such time and place as a
majority of the members then present shall direct. At such adjourned meetings the
members present shall constitute quorum only for the purpose of winding up the
Society. - The Chair, or in his/her absence, the Vice-Chair, or in the absence of both of them, any
member appointed from among those members present, shall preside as Chair at
members’ meetings. - At a members’ meeting the Chair shall have a vote as any other member. In the case of
an equality of votes, the motion shall be lost. - The Chair may, with the consent of the meeting, adjourn any meeting at any time and
no business shall be transacted at any adjourned meeting. - At any members meeting, unless a poll is demanded by at least three members, a
declaration by the Chair that a motion or resolution has been carried and the entry in
the minutes shall be sufficient evidence of the fact, without proof of the number or
proportion of the members recorded in favour of, or against, such a resolution. If a poll
is demanded it shall be held by show of hands or by secret ballot as the Chair may
prescribe and the result of such a poll shall then be deemed to be the will of the
Society.
Directors (Board of Directors) - Any member of the Society shall be eligible to be elected as a Director of the Society.
The election to fill vacant Directors’ positions shall take place at the annual general
meeting of the Society as per S. 14 (d) and 15. - Unless otherwise determined by a special resolution of the members, the number of
Directors shall not be less than six (6) or more than twelve (12), and may be determined
by the Board each year before the annual general meeting. - At an annual general meeting of the Society, the members shall elect one-third (1/3) of
the Directors for a three-year term, one-third (1/3) of the Directors for a two-year term,
and one-third (1/3) of the Directors for a one-year term, so that 1/3 of the terms will
expire in each of the years ahead. After that distribution of terms is in place,
(i) newly elected Directors shall normally be elected for three (3) year terms and
(ii) a Director shall be elected for a shorter term when this will restore the pattern of
one-third of the Directors’ terms expiring at each annual general meeting. - Retiring Directors shall be eligible for re-election, and this guideline should be
considered: As a general rule of thumb, board members’ tenure on the board should be
limited to two 3-year consecutive terms (total of six years). As a general course of
action, no executive committee position should be held by the same person for more
than a three-year period - Any Directors whose terms have expired shall hold office until the dissolution of
the meeting at which their successors are elected. - The Chair shall be elected from among the Directors by members of the Society at the
annual general meeting of the Society as per S. 15. Directors other than the Chair shall
serve at large unless they are later chosen at a meeting of the Directors to serve as
Vice-Chair, Treasurer, Secretary or in some other specified position. - In the event that a Director resigns his/her office or ceases to be a member in the
Society, the vacancy thereby created may be filled by the Board of Directors for the
unexpired portion of the term. In the event that the members of the Society have not
elected the number of Directors determined under S. 23, the position may be filled by
the Board of Directors after the annual general meeting. An appointment made under
this By-law shall be made from among the members of the Society. - A majority of Directors may, by special resolution, remove from the Board any of their
number before the expiration of the period of office. The Directors may, with respect to
this article, develop a code of conduct for board members or a job description which
may provide grounds for such removal. - Directors who have, or could reasonably be perceived to have, a conflict of interest with
respect to the affairs of the society, have a duty to declare this interest. Such a
declaration is to be made to the members upon nomination or, if serving as a Director,
to the Board, when the possibility of a conflict is realized. - A conflict of interest does not preclude a member from serving as a Director provided
that he/she withdraws from decision making on matters pertaining to that interest and
that such withdrawal is duly recorded. - Where a Director submits a bid over $500 on a project, the Board may consider the
bid only if a minimum of three (3) quotes are obtained for that project. - Directors are not entitled to remuneration for service as a director but may be
reimbursed for reasonable expenses incurred in the conduct of their duties. Such
expenses may be specified in advance by a policy of the Board of Directors. - The responsibility for the management of the activities of the Society shall rest with the
Directors who, in addition to the authorities and responsibilities outlined by these
by-laws or otherwise expressly conferred upon them, may exercise, within the limits of
the law, all powers as may be required by the Society to achieve its purposes. In
particular, the Directors shall have power to set policy to guide the management of the
society, engage staff, and to determine their duties, responsibilities and remuneration.
The Directors may appoint members to the executive committee and may establish
other committees consisting of Directors and/or other such persons as required.
Directors’ Meetings (Board Meetings)
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