Waverley Community Association

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

1. 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
   2.
2. 4. 5.
3. 7.
   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
4. 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.
5. 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.
6. Every voting member shall have one vote and there shall be no proxy voting at Members’ meetings.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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)
18. 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.
19. 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.
20. 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. 25. 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
21. Any Directors whose terms have expired shall hold office until the dissolution of the meeting at which their successors are elected.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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)
30. Meetings of the Board of Directors shall be held as often as the business of the Society may require but not less than quarterly. A meeting of Directors may be held at the close of every ordinary or annual general meeting of members of the Society without notice.
31. Special board meetings may be called by the Directors. If notice is required it shall specify the time and place thereof and shall be given either orally or in writing to each Director within a reasonable time before the meeting is to take place. Non-receipt of such notice by any Director shall not invalidate the proceedings at any meeting of the Board of Directors.
32. No business shall be transacted (e.g. no motion passed) at any meeting of the Board of Directors unless a quorum (majority) of Directors vote on the motion.
33. Meetings of the Board of Directors may, at the discretion of the executive, be held by means of a videoconference communication system, or any other similar electronic communication facility that permits all Directors participating in such meeting to hear each other during the meeting. Participation in a meeting by such communication system shall constitute presence for the purposes of quorum.
34. At the discretion of the executive, for the purposes of taking action between meetings, the Chair may request an electronic vote. This will be reserved for time sensitive issues, and will only be used for matters not exceed $1000. The vote is initiated by the Chair’s electronic request to all Directors that includes the Motion wording, and all related materials for consideration. Each Director may either vote for or against the Motion, but may not suggest changes to the wording of the Motion. The deadline for receipt of electronic votes it two (2) business days from the electronic request. The motion will pass if the majority of Directors vote to approve the Motion within two (2) business days. If voting is tied, the motion fails. If the Motion fails, a Director may request that the Chair initiate a new vote with a new Motion.
35. The Chair or, in his/her absence, the Vice-Chair or, in the absence of both of them, any Director appointed from among those Directors present shall preside as Chair at meetings of the Board.
36. Every Director will have a vote at a Directors’ meeting, including the Chair. In the case of an equality of votes, the motion shall be lost.
37. The management of the activities of the Society 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 powers and do all such acts and things as may be exercises or done by the Society and are not hereby or by Stature expressly directed or required to be exercised or done by the Society in general meeting. In particular, the Directors shall have power to engage a co-ordinator and to determine his/her duties and responsibilities and his/her remuneration (e.g. events coordinator). The Directors may appoint an executive committee, consisting of the officers and such other persons as the Directors decide. Directors may also form working committees as deemed appropriate (e.g. special events committee), which may include directors and other members at large. Each committee will have clear objectives and terms of reference, reporting back to the board at large.
    Executive Officers
38. The executive officers of the Society shall be a Chair, or Co-Chairs if individuals agree to serve together, a Vice-Chair, a Secretary and a Treasurer. A reference in these By-laws to the Chair shall be read as a reference to one of the Co-Chairs, unless the context requires otherwise. The offices of the Treasurer and Secretary may be combined.
39. The Chair shall be responsible for the effectiveness of the Board of Directors and shall perform such other duties as may be assigned to her/him by the Board from time to time. The Chair is elected annually by members at the annual general meetings of the Society but in the event of a vacancy in office, the Board may fill the position for the unexpired portion of the term from among the members of the Society.
40. At each annual general meeting of the Society, the executive officers shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected.
41. Retiring officers shall be eligible for re-election, with consideration given to the following guideline: 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
42. The Directors shall elect, or when there are Co-Chairs may elect, from among their number a Vice-Chair. The Vice-Chair shall perform the duties of the Chair during the absence, illness or incapacity of the Chair or during such period the Chair may request him/her to do so, and shall perform such other duties as may be assigned to her/him by the Board from time to time.
43. The Board shall appoint a Secretary of the Society who shall be responsible for the minutes of the meetings of members and Directors, and shall perform such other duties as may be assigned to him/her by the members. The minutes of all the meetings of the Society and other legal books and records of the Board of Directors shall also be the responsibility of the Secretary. (This may include responsibility for, if not physical custody of, the Minute Book, Register of Members, incorporation and charity registration documents, financial and other reports required by law to be filed with the Registrar of Joint Stocks within fourteen days after the annual general meeting or other times, and important contracts.)
44. The Board shall also appoint a Treasurer of the Society who shall be responsible for overseeing financial management practices, ensuring that the Directors understand the financial situation of the Society and may carry out other such duties as the Board may assign.
    Audit of Accounts
45. The Directors are responsible for ensuring that all members receive annually a written report on the financial position of the Society. This statement shall be in the form of a balance sheet showing the particulars of its liabilities and assets, and a statement of its income and expenditures for the past year. A copy of the financial report, as a true and fair account of the society’s financial affairs, shall be signed by the auditor if appointed by the Board or otherwise or, if there is no auditor, by two Directors and shall be filed with the Registrar within fourteen days after the annual general meeting in each year as required by law.
    Miscellaneous
46. The Society has power to repeal or amend any of these by-laws by a special resolution passed by the members, subject to the approval of the Registrar.
47. The Society shall file with the Registrar, with its Annual Financial Statement, a list of its Directors with their addresses, occupations, and dates of appointment or election, and, within fourteen days of a change of Directors, notify the Registrar of the change
48. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
49. The annual financial statements and minutes of membership and Directors meetings may be inspected by any member with one week’s notice at the registered office of the Society. All other financial 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.
50. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chair or the Vice-Chair and the Secretary, or otherwise, as prescribed by a resolution of the Board of Directors.
51. The borrowing powers of the Society may be exercised by special resolution of the members.
52. At all times, Directors shall follow a basic code of conduct whereby Directors are treated with mutual respect.