MEMORANDUM OF ASSOCIATION
1. The name of the Society is An Cumann/The Irish Association of Nova Scotia. For the purposes of the telephone book and other directories, the Society may be referred to as The Irish Association of Nova Scotia.
2. The Society is a cultural and social Association whose purpose is to foster knowledge and enjoyment of Irish customs, culture and heritage throughout Nova Scotia. More specifically, the objects of the Society are:
(a) To promote knowledge and enjoyment of Irish music, language, literature, theatre, dance, folklore, history, genealogy and sports;
(b) To encourage study of the Irish heritage in Nova Scotia;
(c) To promote knowledge and understanding of present day life in Ireland;
(d) To encourage the development of ties and goodwill between Nova Scotia and Ireland;
(e) To hold or sponsor regular activities in the Halifax metro area;
(f) To encourage the development of local chapters and activities throughout the province;
(g) To hold or sponsor Irish festivals;
(h) To work in conjunction with organizations in Nova Scotia, Ireland and elsewhere for the furtherance of the general purpose and of objects (a) to (g), and to avoid duplicating the work of those other organizations;
(i) To support the Chair of Irish Studies at Saint Mary’s University in Halifax;
(j) 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 Society;
(k) 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 Society.
PROVIDED that nothing herein contained shall permit the Society to carry on any trade, industry, or business and the Society shall be carried on without purpose of gain to any of the members and that any surplus or any accretions of the Society shall be used solely for the purposes of the Society and the promotion of its objects.
PROVIDED, further, that if for any reason the operations of the Society 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 objects similar to those of the Society.
3. The activities of the Society are to be carried on throughout Nova Scotia.
4. The registered office of the Society is at 3231 Union Street, Halifax, Nova Scotia, B3K 5H2.
We the several persons whose names, addresses, and occupations are subscribed, desire to be formed into a Society, in pursuance of this Memorandum of Association.
DATED at Herring Cove, Nova Scotia this 29th day of August, 1990.
NAMES / ADDRESSES AND OCCUPATIONS
John Reynolds – Halifax, NS, Student
Ralph Curran – Halifax, NS, Retired
Paul Reynolds – Halifax, NS, Physician
Francis P. Martin – Ketch Harbour, Halifax Co., NS, Retired
Frances Reynolds – Halifax, NS, Businesswoman
Donald Sullivan – Herring Cove, Halifax Co., NS, Teacher
Patrick H. Curran – Halifax, NS, Judge
Witness to the above signatures:
Sylvia Sullivan of Herring Cove, in the County of Halifax, Province of Nova Scotia
OCCUPATION – Part-time Data Entry & Domestic Engineer
BY-LAWS OF AN CUMANN / THE IRISH ASSOCIATION OF NOVA SCOTIA
(As last amended on November 26, 1998)
1. In these by-laws unless there be something in the subject or context inconsistent therewith
(a) “Society” means An Cumann / The Irish Association of Nova Scotia;
(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 or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none others, shall be members of the Society, and their names shall be entered in the Register of Members accordingly.
3.(a) To become a member of the Society a person must file an application with the secretary and pay the annual dues established by the Society. A family membership includes spouses and their dependent children.
(b) A person shall cease to be a member if his or her annual dues are not paid by the date determined by the board of directors.
(c) The Society may by resolution from time to time admit honorary non-voting members to the Society.
(d) The annual membership dues will be determined each year at the annual general meeting.
4. For the purposes of registration the number of members of the Society is unlimited.
5. Every member shall be entitled to attend any meeting of the Society and every voting member shall be entitled to vote at any meeting of the Society.
6. Membership in the Society shall not be transferable.
7. 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 person shall constitute an admission to membership in the Society.
8. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he resigns his membership, or if he ceases to qualify for membership in accordance with these by-laws.
9. The fiscal year shall be from November 1 to October 31.
10. (a) The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society.
(b) An extraordinary general meeting of the Society may be called by the president or by the directors at any time, and shall be called by the directors if requisitioned in writing by twenty-five members of the Society.
11. Fourteen days’ notice of a meeting, specifying the place, day and hour and, in the case of special business, the nature of the business, shall be given to the members. Notice shall be given in writing in one of the following ways:
(a) By sending it by prepaid post to each member at his or her last known address; any such notice shall be deemed to have been given three days after posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and placed in the post office;
The non-receipt of any such notice by any member shall not invalidate the proceedings at any general meeting;
(b) By advertisement placed in any newspaper or newspapers in general circulation throughout Nova Scotia.
12. At each ordinary or annual general meeting of the Society, 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 and the report of the auditors thereon;
Election of directors for the ensuing year;
Appointment of audit committee and, if desired, of an accountant.
All other business transacted at an ordinary or 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 Society.
13. No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of twenty members.
14. 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.
15. (a) The president of the Society shall preside at every general meeting of the Society;
(b) If the president is not present, the vice-president shall preside;
(c) If neither the president nor vice-president is present, the members present shall choose someone of their number to preside.
16. The president or the person acting in his stead shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he or she shall have a casting vote.
17.The president may, with the consent of the meeting, 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.
18. Except as specifically provided in the by-laws, meetings shall be carried out in accordance with the current edition of Roberts Rules of Order.
VOTES OF MEMBERS
19. Every adult member shall have one vote. There shall be no voting by proxy.
20. Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than fifteen. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.
21. Any member of the Society shall be eligible to be elected a director of the Society.
22. (a) Directors shall be elected by the members at each ordinary or annual general meeting of the Society.
(b) Before each annual general meeting of the Society, the board of directors shall establish a nominating committee to propose a slate of directors and officers for the coming year. The nominating committee shall consist of the immediate past president and two members of the Society. Nominations may also be made from the floor at the annual general meeting.
23.At the first ordinary or annual general meeting of the Society 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 the successors are elected and retiring directors shall be eligible for re-election.
24. In the event that a director resigns his office or ceases to be a member of the Society, 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 Society.
25. For dereliction of duty or missing three consecutive meetings without just cause a director shall be asked to resign from the board. The board may appoint another person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held office if he had not been removed.
26. Meetings of the board of directors shall be held as often as the business of the Society may require and shall be called by the president. A meeting of directors may be held at the close of every ordinary or annual general meeting of the Society 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 take place, but non-receipt of such notice by any director shall nit invalidate the proceedings at any meeting of the board of directors.
27. No business shall be transacted at any meeting of the board of directors unless at least one-third in number of the directors are present at the commencement of such business.
28. The president or, in his absence, the vice-president or, in the absence of both of them, any director from among those directors present shall preside at meetings of the board.
29. The person presiding shall be entitled to vote as a director and, in the case of an equality of votes, he shall have a casting vote in addition to the vote to which he is entitled as a director.
POWERS OF DIRECTORS
30. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities granted 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 exercised or done by the Society and are not hereby or by Statute 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 duties and responsibilities and his remuneration. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.
31. (a) The officers of the Society shall be the president, vice-president, secretary, treasurer and immediate past president.
(b) No person may serve for more than three consecutive years as president and/or vice-president.
(c) The vice-president shall assist the president in his/her duties. The vice-president is expected to stand for the position of president in the coming year except in extenuating circumstances.
(d) The secretary shall be responsible for recording the minutes of all meetings, carrying on the necessary correspondence of the Society and keeping record of the same.
(e) The treasurer shall be responsible for recording and keeping all financial transactions of the Society and shall assist the auditors where necessary.
32. The officers shall be directors and shall be elected and hold office in the same manner as the other directors.
AUDIT OF ACCOUNTS
33. At each ordinary or annual general meeting the Society shall appoint an audit committee from the membership. The Society may, but need not, authorize the audit committee to hire an accountant.
34. At each ordinary or annual general meeting the Society shall make a written report to the members of its financial position. The audit committee shall make a written report to the members stating whether the financial report presents a true and correct view of the Society’s affairs.
REPEAL AND AMENDMENT OF BY-LAWS
35. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.
36. The Society shall file with the Registrar with its Annual 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.
37. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
38. The seal of the Society shall be in the custody of the secretary and may be affixed to any document upon resolution of the board of directors.
39. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the board of directors shall be the responsibility of the secretary.
40. The books and 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 or at the place stated in the notice of meeting.
41. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the president or the vice-president and the secretary, or otherwise as prescribed by resolution of the board of directors.
42. The borrowing powers of the Society may be exercised by special resolution of the members.
43. The board of directors may from time to time establish committees and appoint committee members to carry out the work of the Society.