Date: May 22, 2009
BY-LAW NO.1
being the General By-law of
Nova Scotia Young Farmers’ Association
(NSYF)

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INTERPRETATION

1. Interpretation. In this By-law, unless the context otherwise specifies or requires:

(a) words importing the singular number only shall include plural and vice versa; and the word “person” shall include individuals, corporations, partnerships, trusts and any number of persons; and

(b) the headings used in the By-laws are inserted for reference purposes only and not as an aid to interpretation of the particular section to which they relate.

HEAD OFFICE

2. Head Office. The head office of NSYF shall be in the Town of Truro, in the Province of Nova Scotia.

SEAL

3. Seal. The seal, an impression of which is stamped in the margin hereof, shall be the seal of NSYF. The seal shall be maintained at the head office of NSYF.

DIRECTORS

4. Duties, Number and Qualifications. The affairs of NSYF shall be managed by a board of directors who may be known and referred to as directors, trustees, or governors. There shall be a minimum of six (3) directors. The precise numbers of directors of NSYF from time to time shall be determined by the members at a meeting of members. Every director shall be at least eighteen (18) years of age.

5. Election and Term. Subject to the provisions of this By-law, directors shall be elected bi-annually by the members at an annual meeting. The directors’ term of office shall be from the date of the meeting at which they are elected until the annual meeting next following or until their successors are elected. The whole board of directors shall retire at the annual meeting at which the election of directors is to be made but, subject to the provisions of the By-laws, shall be eligible for re-election.

6. Specific Duties of Directors. Directors are expected to fulfill the duties which include, but are not limited to:

(a) Chairperson-

i. Direct the activities of the Executive and preside at meetings in accordance with Parliamentary Procedure;

ii. Encourage directors to work closely with committees;

iii. Appoint a Chairperson for each Standing Committee if not nominated from the floor;

iv. Submit an annual report to NSFA outlining the activities of NSYF;

v. Represent NSYF at NSFA functions and other meetings when requested.

(b) Vice-Chair

i. Learn duties of the Chairperson and to serve in place of the Chairperson when absent; and

ii. Assist the Chairperson whenever possible

(c) Secretary/ Treasurer

i. Record the minutes of each meeting;

ii. Act as the Chairperson if the Chairperson and Vice-Chair are absent, then appoint a secretary for the meeting;

iii. Maintain the NSYF account, while in trust with NSFA;

iv. Maintain accurate record of all receipts and expenditures of NSYF;

v. Pay accounts voted by NSYF and approved by the Chairperson;

vi. Present a financial report at NSYF meetings;

(d) Regional Director(s)

i. Bring concerns and ideas of young farmers in their region to NSYF;

ii. Promote NSYF activities within their region; and

iii. Annual regional reports at the AGM

7. Vacancies. The office of a director shall automatically be vacated:

(a) if the director becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent;

(b) if the director is found to be a mentally incompetent person or becomes of unsound mind;

(c) if the director by notice in writing to NSYF resigns office which resignation shall be effective at the time it is received by the Secretary of NSYF or at the time specified in the notice, whichever is later;

(d) if at a special meeting of members, a resolution is passed by at least two thirds (2/3) of the votes cast by the members at the special meeting removing the director before expiration of the director’s term of office; or

(e) if the director dies.

8. Filling Vacancies. A vacancy occurring in the board of directors shall be filled as follows:

(a) if the vacancy occurs as a result of the removal of any director by the members in accordance with paragraph 7(d) above, it may be filled upon the vote of a majority of the members and any director elected to fill a removed director’s place shall hold office for the remainder of the removed director’s term;

(b) any other vacancy on the board of directors may be filled for the remainder of the term by the directors then in office, provided there is a quorum. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy, and, in default or if there are no directors then in office, the meeting may be called by any member;

(c) otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

9. Remuneration of Directors. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from occupying the position of director; provided that a director may be reimbursed for reasonable expenses incurred by the director in the performance of the director’s duties.

COMMITTEES

10. Executive Committee. The board of directors may establish an executive committee comprised of such individuals as the board may from time to time appoint to the executive committee. The executive committee shall exercise such powers as are authorized by the board of directors. Reasonable notice of meeting of the executive committee shall be given in the manner provided in paragraph 46. A quorum at any meeting of the executive committee shall be a majority of its members.

Subject to the By-laws and any resolution of the board of directors, the executive committee may otherwise meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit and may from time to time adopt, amend or repeal rules or procedures in this regard.

Executive committee members shall be subject to removal by resolution of the board of directors of NSYF. Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

11. Other Committees. The board of directors may from time to time appoint any other committee or committees, as it deems necessary or appropriate for such purposes and with such powers, as the board see fit. Any such committee may formulate its own rules of procedure, subject to regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors. The board of directors may fix remuneration for committee members who are not also directors of NSYF.

MEETINGS OF DIRECTORS

12. Place of Meeting. Meetings of the board of directors may be held at any place within or outside Canada.

13. Notice. A meeting of directors may be called by the Chairperson of the board, the Vice-Chairperson of the board or any two (2) directors at any time. The General Manager or Secretary shall then convene a meeting of directors.

Unless sent by mail, forty-eight (48) hours notice of such meeting shall be given to each director.

A director may in any manner and at any time waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Meetings of directors may be held at any time without notice if all directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent directors waive notice before or after the date of such meeting.

If the first meeting of the board of directors following the election of directors by the members is held immediately thereafter, then for such meeting or for a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice shall be necessary to the newly elected or appointed directors or director in order to legally constitute the meeting, provided that a quorum of directors is present.

14. Error or Omission in Giving Notice. No error or accidental omission in giving notice of any such meeting of directors shall invalidate such meeting or make void any proceedings taken at such meeting.

15. Quorum. A majority of the directors in office shall form a quorum for the transaction of business. For the purpose of determining quorum, a director may be present in person, or, if authorized under paragraphs 17 and/or 18, by teleconference and/or by other electronic means.

16. Voting at Meetings of Directors. Each director is authorized to exercise one (1) vote. Question arising at any meeting of directors shall be decided by a majority of votes. The chair of the meeting shall not have a vote except in the case of an equality of votes in which event the chair shall have a casting vote.

17. Telephone Participation. The directors of NSYF may meet by teleconference provided that either a majority of the directors consents to the meeting by teleconference or meetings by teleconference have been approved by resolution passed by the board of directors at a meeting of the directors of NSYF.

18. Meeting by Other Electronic Means. The directors of NSYF may meet by other electronic means that permits each director to communicate adequately with each other, provided that:

(a) the board of directors of NSYF has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes;

(b) each director has equal access to the specific means of communication to be used;

(c) each director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.

POWER OF DIRECTORS

19. Administer Affairs. The board of directors through the General Manager of NSYF shall administer the affairs of NSYF in all things and make or cause to be made for NSYF, in its name, any kind of contract which NSYF may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and so all such other acts and things as NSYF is by its Letters Patent or otherwise authorized to exercise or do.

20. Fund Raising. The board of directors shall take such steps as they may deem requisite to enable NSYF to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, and donations of any kind whatsoever for the purpose of furthering the objects of NSYF.

21. Agents and Employees. The board of directors may appoint such agents and engage such employees (and may delegate this function to an officer or officers of NSYF) as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed at the time of such appointment. The remuneration of officers, agents, employees and committee members shall, subject to the other provisions of this By-law, be fixed by the board of directors by resolution provided that the board of directors may delegate this function to an officer or officers of NSYF.

OFFICERS

22. Appointment. The board of directors may bi-annually or more often as may be required, appoint a Chairperson of the board, a Vice-Chairperson of the board, an General Manager, a Secretary and a Treasurer. There shall also be a Past-Chairperson of the board who shall carry out such duties as the board may determine. None of the officers shall be required to be directors of NSYF except for the Chairperson of the board and the Vice-Chairperson of the board. The board of directors may from time to time appoint such other officers and agents as it shall deem necessary that shall have such authority and shall perform such duties as may from time to time be prescribed by the board of directors.

23. Vacancies. Notwithstanding the foregoing, each incumbent officer shall continue in officer until the earlier of:

(a) the officer’s resignation, which resignation shall be effective at the time the written resignation is received by the Secretary of NSYF or at the time specified in the resignation, whichever is later;

(b) the appointment of a successor;

(c) the officer ceasing to be a director is such is a necessary qualification of appointment;

(d) the meeting at which the directors bi-annually appoint the officers of NSYF;

(e) that officer’s removal;

(f) that officer’s death.

If the office of any officer of NSYF shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

24. Remuneration and Removal of Officers. The board of directors may fix the remuneration (if any) to be paid to officers of NSYF who are not directors and, subject to the provisions of any written employment contract, the board of directors may remove from office any officer by resolution of the directors.

GENERAL MANAGER

25. General Manager. The board of directors may from time to time appoint an General Manager and may delegate to that person full power to manage and direct the business and affairs of NSYF and to employ and discharge agents and employees of NSYF. The General Manager shall supervise the day-to-day operations and administrations of NSYF. The General Manager shall conform to all lawful orders given by the board of directors of NSYF and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of NSYF.

LIMITATION OF LIABILITY

26. For the Protection of Directors and Officers. No director or officer of NSYF shall be liable for the acts, neglects or defaults of any other director, officer or employee or for any loss, damage or liability whatsoever which may happen in the execution of the duties of his/her respective office or in relation thereto unless the same shall happen by or through such director’s or officer’s willful act, willful neglect, or default.

INDEMNIFICATION

27. Indemnities to Directors and Officers. Every director or officer of NSYF who has undertaken or is about to undertake any liability on behalf of NSYF and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time

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and at all times, be indemnified and saved harmless out of the funds of NSYF, from and against:

(a) all costs, charges and expenses whatsoever which such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the director or officer for, or in respect of, any act, deed, matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and

(b) all other costs, charges and expenses which the director sustains or incurs 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.

MEMBERSHIP

28. Entitlement. Membership in NSYF shall be available to those persons who are interested in furthering the objectives of NSYF and whose application for admission as a member has received the approval of the board of directors of NSYF. The board of directors may also pass membership rules, providing, among other things, for the admission of members by the Secretary or General Manager of NSYF. Each member shall be promptly informer by the Secretary of their admission as a member.

29. Resignation. Any member may resign upon notice in writing to the General Manager or Secretary of NSYF. In the case of resignation, a member shall remain liable for payment of any outstanding membership dues levied or which became payable by the member to NSYF prior to such person’s resignation.

30. Termination of Membership. The interest of a member in NSYF is not transferable and lapses or ceases to exist:

(a) upon death or dissolution of the member;

(b) when the member’s period of membership expires (if any);

(c) when the member ceases to be a member by resignation or otherwise accordance with the By-laws;

(d) if at a special meeting of members, a resolution is passed to remove the member by at least two-thirds (2/3) of the votes cast at the special meeting provided the member shall be granted the opportunity to be heard at such meeting.

31. Membership Dues. Members shall be notified in writing of the membership fees at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, as the case may be, the members in default shall thereupon cease to be members of NSYF.

MEMBERS’ MEETINGS

32. Time and Place of Meetings. The annual meeting of the members shall be held on such day in each year and at such time as the directors may determine at any place within Canada or, if a majority of the members so agree, outside Canada. At every annual meeting, the report of the directors and the financial shall be presented. The members may consider and transact any business either special or general at any meeting of members.

33. Special Meetings. Other meetings of the members may be convened by order of the Chairperson of the board, the Vice-Chairperson of the board or by the board of directors at any date and time and at any place within Canada or, if a majority of the members so agree, outside Canada. The board of directors shall call a special meeting of members on written requisition of members carrying not less than 10% of the voting rights.

34. Notice. Notice of any annual or special general meeting of members shall be provided to members of NSYF not less that thirty (30) days (exclusive of the day on which the notice is delivered or sent but inclusive of the date for which the notice is given) before the meeting is to take place in the manner specified in paragraph 46.

Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member that the member has the right to vote by proxy.

35. Error or Omission in Giving Notice. No error or omission in giving notice of any annual or special meeting or any adjourned meeting of the members of NSYF shall invalidate any resolution passed or any proceedings taken at any meeting of members.

36. Quorum. A quorum at any meeting of members (unless a greater number of members and/or proxies are required to be present by the Act or by the Letters Patent or any other By-law) shall be ten (10) members present in person or represented by proxy or if authorized under paragraphs 38 and/or 39, present by teleconference and/or other electronic means. No business shall be transacted at any meeting unless the requisite quorum is present at the time of the transaction of business.

37. Chairperson of the Meeting. In the event that the Chairperson of the board and the Vice-Chairperson of the board are absent, the persons who are present and entitled to vote shall choose one of their numbers to be chairperson of the meeting.

38. Meetings by Teleconference. If a majority of the members of NSYF consents (either at a meeting by simple resolution or by consents signed individually by a majority of the members), a meeting of members of NSYF may be held by teleconference.

39. Meeting by Other Electronic Means. The members of NSYF may meet by other electronic means, that permits each member to communicate adequately with each other, provided that:

(a) the board of directors of NSYF has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes;

(b) each member has equal access to the specific means of communication to be used;

(c) each member has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.

40. Voting of Members. At all meeting of the members, every question shall be determined on a show of hands by a majority of votes unless otherwise specifically provided by the Act or by these By-laws. The chair of the meeting shall not have a vote except in the case of an equality of votes in which event the chair shall have a casting vote.

No member shall be entitled either in person or by proxy to vote at meetings of members of NSYF unless the member has paid all dues or fees, if any, then payable by the member.

At any meeting unless a poll is demanded a declaration by the chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Any voting member may demand a poll on any question under consideration at the meeting, in which case the chair shall forthwith take a poll in such manner, as the chair shall determine.

41. Voting by Proxy. Votes at meetings of the members may be given either personally or by proxy or, in the case of a member who is a body corporate or association, by an individual authorized by a resolution of the board of directors or governing body of the body corporate or association to represent it at meetings of members of the Corporation. Any proxy holder must be a voting member of the Corporation and before voting shall produce and deposit with the Secretary or General Manager of NSYF sufficient notice of appointment as proxy in writing from the member purporting to appoint such proxy holder as the member’s proxy.

42. Written Resolutions. Except where the Act requires a meeting of members with respect to the matter to be voted on by members, a resolution in writing, signed by members entitled to vote on that resolution at a meeting of members, is as valid as if it had been passed at a meeting of members. A majority vote of the members shall be required to approve any matter that can be voted on by written resolution.

43. Mail or e-Ballots. Except where the Act requires a meeting of members with respect to the matter to be voted on by the members, a mail or electronic ballot may be used by members entitled to vote on that resolution at a meeting of members and any decision made by the members in this manner is as valid as if it had been passed at a meeting of members. Where a notice of meeting states that the members may vote by mail or electronic ballot, the form of mail or electronic ballot shall be attached to the notice of meeting and the notice shall specify that a mail or electronic ballot must be completed, signed by the member and received by the Secretary of NSYF (at the address specified) by a date specified in the notice if the member wishes to record his or her vote. Any votes received by mail or electronic ballot after that time shall not be counted for the purposes of the meeting. A majority vote of the members shall be required to approve any matter that can be voted on by means of mail or electronic ballot.

EXECUTION OF INSTRUMENTS

44. Execution of Instruments. All documents, including deeds, assignments, contracts and obligations ( “documents” ) requiring the signature of NSYF may be signed by any two (2) of its officers and such documents in writing so signed shall be binding upon NSYF without any further authorization or formality. The board of directors shall have the power from time to time by resolution to appoint any other person or persons on behalf of NSYF either to sign contracts, documents, and instruments in writing generally or to sign specific contracts, documents, or instruments in writing.

The seal of NSYF when required may be affixed to any instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

BANKING ARRANGEMENTS

45. Banking. The banking business of NSYF shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any other part thereof shall be transacted by an officer or officers of NSYF and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

(a) All funds of NSYF may be held in trust with the Nova Scotia Federation of Agriculture (NSFA).

NOTICES

46. Service. Any notice or other document required by the Act, the Regulations, the Letters Patent or the By-laws to be sent to any member or director or to the auditor shall be:

(a) delivered personally;

(b) sent by prepaid mail; or

(c) sent by electronic means such as e-mail or facsimile at such person’s latest address as shown in records of NSYF and to the auditor at its business address, or if no address be given therein then to the last address of such member or director known to the Secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

47. Signature to Notices. The signature of any director or officer of NSYF to any notice or document to be given by NSYF may be written, stamped, typewritten or printed or partly written, stamped, typewritten, or printed.

48. Computation of Time. Where a given number of days’ notice or notice extending over a period is required to be given under the By-laws of NSYF the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or period.

49. Proof of Service. With respect to every notice or other document sent by mail, it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in paragraph 46 of this By-law and mailed at a post office or mail box. With respect to any notice or other document sent by electronic means, it shall be sufficient to produce the electronic confirmation that the notice or other document was sent electronically. A certificate of an officer of NSYF in office at the time of the making of the certificate as to facts in relation to the sending or delivery of any notice or other document to any member, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of NSYF as the case may be.

RULES AND REGULATIONS

50. Rules and Regulations. The board of directors may prescribe such rules and regulations not inconsistent with the By-laws relating to the management and operation of NSYF and other matters provided for in there By-laws, as they may deem expedient.

BY-LAWS

51. By-laws. The board of directors may from time to time enact By-laws relating in any way to NSYF or to the conduct of its affairs, including, but not limited to, By-laws providing for applications for supplementary letters patent, and may from time to time by By-law amend, repeal, or re-enact the By-laws but no By-law shall be effective until sanctioned by at least two-thirds (2/3) of the votes cast at a meeting of the members duly called for the purpose of considering same and the repeal or amendment of By-laws not embodied in the Letters Patent shall not be enforced or acted upon until the approval of the Minister of Industry in respect thereof has been obtained.

FINANCIAL YEAR

52. Financial Year. The financial year of NSYF shall terminate on the 31st day of March in each year or on such date as the directors may from time to time by resolution determine.

 

 

NSYF Contact

60 Research Drive
Perennia Innovation Park
Bible Hill, Nova Scotia
B6L 2R2

Tel: (902) 893-2293
Fax: (902) 893-7063

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