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BY-LAWS of MAPLE HILLS LOT OWNERS' ASSOCIATION

 

 

1. In these by-laws unless there is something in the subject or context inconsistent therewith:

      (a) "Society" means Maple Hills Lot Owners' 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 (3/4) 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;

      (d) "Ordinary Resolution" means a resolution passed by a majority of the votes cast by members who voted in respect of that resolution.

 

MEMBERSHIP

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. Any person may be admitted as a member by ordinary resolution adopted at any general meeting of the Society and their names shall be entered in the Register of Members accordingly.

 

4. Any person may be admitted as an associate member by ordinary resolution adopted at any general meeting of the Society and their names shall be entered in the Register of Members accordingly.

 

5. For the purposes of registration, the number of members and associated members of the Society is unlimited.

 

6. Every member and associate member of the Society shall be entitled to attend any meeting of the Society and to hold any office.

 

7. Every member of the Society shall be entitled to vote at any meeting of the Society and voting by proxy shall be allowed. Associate members shall not be entitled to vote.

 

8. Membership or associate membership in the Society shall not be transferable.

 

9. (a) Any person who is the owner of a lot in Maple Hills Subdivision, Butler Lake, Lunenburg County , Nova Scotia, shall be eligible for membership or associate membership in the Society .

(b ) In the event there is only one owner of a particular lot in Maple Hills Subdivision, that person shall be eligible for a membership in the Society .

( c ) In the event there is more than one owner of a particular lot in Maple Hills

Subdivision, only one of the owners shall be eligible for membership in the Society .The remaining owner or owners of the particular lot shall be eligible for associate membership in the Society .

 

10. No formal admission to membership or associate membership, except as otherwise herein provided, shall be required, and the entry in the Register of Members or the Register of Associate Members by the Secretary of the name and address of the individual shall constitute an admission to the appropriate class of membership in the Society.

 

11. Membership or associate membership, as the case may be, in the Society shall cease upon a member or associate member failing to pay, when due, the prescribed membership fee and/or special assessments or if, by notice in writing to the Society , a member or associate member resigns his/her membership, or if a member or associate member ceases to qualify for membership in accordance with these by-laws. For great certainty , membership or associate membership, as the case may be, shall cease where the member or associate member no longer has an interest in a lot in Maple Hills Subdivision.

 

12. Membership or associate membership of any person may be terminated by special resolution adopted at any general meeting of the Society .

 

13. Each member and associate member of the Society shall contribute annually to the support of the Society that amount determined by the Board of Directors each year .

 

FISCAL YEAR

14. The fiscal year of the Society shall be determined by the Board of Directors.

 

MEETINGS OF MEMBERS AND ASSOCIATE MEMBERS

15. (a) The annual general meeting of the Society shall be held within six (6) months after the end of each fiscal year of the Society;

(b) An ordinary general meeting of the Society may be called by the President or the Board of Directors at any time, and shall be called by the Board of Directors if requisitioned in writing by at least twenty-five per centum (25% ) in number of the members of the Society.

 

16. At least five (5) days' notice of an annual meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members and associate members.

 

17. At least three (3) days' notice of an ordinary general meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of that business shall be given to the members and associate members.

 

18. Notice of any meeting may be given in writing delivered or mailed to each member and associate member or by telefax. The non-receipt of any notice by any member or associate member shall not invalidate the proceedings at any general meeting.

 

19. At each:

(a) ordinary general meeting of the Society , the following items of business shall be dealt with and shall be deemed to be ordinary business:

      (i) minutes of preceding general meeting;

      (ii) provided at least seventy-five percent (75% ) of the members of the Society are present, any other business transacted at the meeting;

 

(b ) annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

 

      (i) minutes of preceding general meeting;

      (ii) consideration of the annual report of the Board. of Directors;

      (iii) consideration of the financial statements, including balance sheet and

            operating statement and the report of the auditors thereon;

      (iv) election of Board of Directors for the ensuing year;

      (v) appointment of auditors;

      (vi) provided at least seventy-five percent (75% ) of the members of the Society are present, any other business transacted at the meeting;

 

(c) all other business transacted at an ordinary or annual general meeting shall be deemed to be special business.

 

20. 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 at least ten percent (10%) of the members in the Society.

 

21. 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 if not present, it shall be adjourned sine die.

 

22. If there is no Chairperson or if at any meeting the Chairperson is not present:

(a) the President of the Society shall preside as Chairperson at every general meeting of the Society;

(b ) if at any meeting the President is not present at the time of holding the same, the Vice-President shall preside as Chairperson;

( c) if there is no President or Vice- President or if at any meeting neither the President nor the Vice-President is present at the holding of the same, the members present shall choose someone of their number to be Chairperson.

  

23. When there is an equality of votes, either on a show of hands or on a poll, the Chairperson shall have a casting vote in addition to the vote that the Chairperson may have and has otherwise exercised as a member

 

24. The Chairperson 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.

 

25. At any general meeting, unless a poll is demanded by at least three (3) members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the book of the proceedings of the Society 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.

 

26. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairperson may prescribe, and the result shall be deemed to be the resolution of the Society in general meeting .

 

VOTES OF MEMBERS

27. Every member shall have one (I) vote and no more; EXCEPT THAT if a member owns more than one (1) lot in the Maple Hills Subdivision and is the member representative in the Society for more than one lot, the said member shall be entitled to one (1) vote for each lot. It is intended that the ownership of a lot in Maple Hills Subdivision carries with it the right to one (1) vote and no more at every meeting of members of the Society .

 

28. An associate member shall not be entitled to vote.

 

RESOLUTION(S) OF MEMBER(S)

29. Notwithstanding anything contained in these by-laws, all business which the Society may transact at an annual or special meeting of members may be transacted by an unanimous resolution, in writing, signed by all the members, and shall be as valid as if it were passed at a meeting and satisfied all the requirements of these by-laws.

 

DIRECTORS

30. Unless otherwise determined by general meeting, the Board of Directors shall consist of a minimum of five(5) and a maximum of ten(10) The subscribers to the Memorandum of Association shall be the first Directors of the Society .

 

31. Members and associate members of the Society shall be eligible to be elected directors of the Society .

 

32. The Board of Directors, unless otherwise expressly provided by these by-laws, shall be elected by the members by ordinary resolution, at each annual general meeting of the Society.

 

33. At the first annual general meeting of the Society and at every succeeding annual general meeting, all officers and directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected, and retiring officers and directors shall be eligible for re-election.

 

34. In the event that a director dies during office, resigns his/her office, or ceases to be a member or associate member of the Society, then his/her office as director shall ipso facto be vacated, and the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members and associate members of the Society.

 

35. 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 Secretary or the President. A meeting of the Board 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 at least three (3) days before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.

 

36. No business shall be transacted at any meeting of the Board of Directors unless at least four (4) Directors are present at the commencement of such business.

 

37. The Chairperson or, in his/her absence, the President or, in the President's absence, the Vice-President or, in the absence of all of them, any director appointed from among those Directors present shall preside as Chairperson at meetings of the Board of Directors.

 

38. Each director shall have one (1) vote. The Chairperson shall be entitled to vote as a director and, in the case of an equality of votes, the Chairperson shall have a casting vote in addition to the vote to which the Chairperson is entitled as a director.

 

POWERS OF DIRECTORS ...

39. The management of the activities of the Society shall be vested in the Board of 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 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. The Board of Directors may appoint an executive committee consisting of the officers and such other persons as the Board of Directors decide.

 

RESOLUTION(S) OF DIRECTOR(S)

40. Notwithstanding anything contained in the within by-laws, a resolution in writing, signed by all the directors, shall be as valid as if it had been passed at a meeting of the directors duly called, constituted and held for that purpose.

  

OFFICERS

41. The Board of Directors shall appoint the officers of the Society from among their numbers. The officers of the Society shall be a Chairperson, a President, a Vice-President, a Treasurer a Secretary, and the Past President.  The offices of Treasurer and Secretary may be combined. The offices of Chairperson and President may be combined.  The Past President will serve only in an advisory position and will not be allowed to vote on issues at a meeting held by the Board of Directors.

 

41. The Board of Directors shall appoint the officers of the Society from among their numbers. The officers of the Society shall be a Chairperson, a President, a Vice-President, a Treasurer and a Secretary .The offices of Treasurer and Secretary may be combined. The offices of Chairperson and President may be combined.

 

42. The Chairperson shall preside over any meeting of the Society and shall, in addition to the powers conferred upon the Chairperson by these by-laws, perform such duties as may be assigned to the Chairperson by the Board of Directors from time to time.

 

43. The President shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to the President by the Board of Directors from time to time.

 

44. The Vice-President shall, at the request of the Board of Directors and subject to its direction, perform the duties of the President during the absence, illness or incapacity of the President, or during such period as the President may request him/her to do so.

 

EXPENSES AND DUES

45. The expenses of the Association shall be provided for by the annual dues from each member and associate member. The amount of annual dues shall, from time to time, be fixed by the Board of Directors and approved at an ordinary meeting of members. Annual dues shall be payable 60 days from the date on the invoice.

 

46. Special assessments to meet extraordinary expenses may be fixed by the Board of Directors and approved at an ordinary meeting. Special assessments shall be payable within thirty (30) days of the date of their approval at an ordinary meeting, unless the resolution approving the special assessment makes it payable at some other time.

 

AUDIT OF ACCOUNTS

47. The auditor of the Society shall be appointed annually by the members of the Society at the annual general meeting and, on failure of the members to appoint an auditor, the Board of Directors may do so.

 

48. The Board of Directors shall make a written report to the members as to the activities of the Society and the report shall contain an annual financial statement. The auditors shall issue an opinion to the members on the financial statements. A copy of the financial statements along with the auditor's report shall be filed with the Registrar within fourteen (14) days after the annual meeting in each year , as required by law.

 

REPEAL AND AMENDMENT OF BY -LA WS

49. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.

  

MISCELLANEOUS

50. The Society shall file with the Registrar with its annual statements a list of its Board of Directors with their addresses, occupations and dates of appointment or election, and within fourteen (14) days of a change in Board of Directors, notify the Registrar of the change.

 

51. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen (14) days after the resolution is passed.

 

52. 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.

 

53. 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 .

 

54. The books and records of the Society may be inspected by any member at any reasonable time within two (2) days prior to the annual general meeting at the registered office of the Society.

 

55. 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.

 

56. The borrowing powers of the Society may be exercised by special resolution of the Members.