Hantsport Memorial CommuI!itv Centre By-Lxus Afiicle I

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Hantsport Memorial CommuI!itv Centre
By-Lxus
ADproved by Moiion at tlle Annual Ceneral fuleeting
October 29tr', 2008
Afiicle I - N449
The i{antsport Memodal Communit-v Cente is a Colporation fomed by an Act
the Provincial Legislature, found in Chapter 120 ofthe Acls ofNova Scotia, i948. The
name oflhe corporatiofl shail be "I-Iarrtsport Nfemorial Communiry Ceriffe", short title,
of
"I{MCC'.
Arricle
IT
- Obiectives
The objectives ofthe Corpootion are:
{1)
to perpetuate re memory ofthose citizens of Hantsport who in the 1wo Gleal World
Wars died in tho service oftheir country \"r'hile se ing in the armed forces ofcanada,
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(2)
to own, maintain and make available to the conmunity of Hantspo4 recreational,
athletic, social and cducational facilities, and,
to own, establish, maintain and marage a comrnunify centre and suci otlrer properties
and equipment as may be generally desirable, without profrt to the members, and to make
such charges as shall be determihed by these bylaws.
{3)
Article Il A
Additional aims ofthe Corporatlon are:
(1) to honour tie memory ofthose citizens ofHantsport and s!fiounding areas
l.aditionally associated rrith the town (Avonport, Lockhartville, llants Border,
Bishopville and MouDt Denson) who have died in tl,e service oftheir corurtry while
sewing in the armed forces of Calada post World War II.
(2) to mainlain the community cente facilities ofthe I{MCC and make them available
to enrich the cultural life of the citizens of Hantsport and the lvider community.
(3) to work in partrership with the Town ofHaotspolt to ensurc the continued provision
ofrecreational and athletic programs utilizing Coryoration plopcfty and facilities.
Article
IIl
- Head Office
the Head OJIice ofthe Corporation slrall be at the Comrhunilv Centre in the
Town of llantspofi, Nova Scotia.
HMCC By-Laws
Revised Oclober 2008
2
Articlc IV - lv{embcrsbip
(1) Any person lvho ha.s paid a membership fee, or has made a cash donation. or has paid
fbr aly program sponsored by the CommuDily Centre during the
curent or preceding calendar year shall be a member of the corporation provided they arc I 8
years ofage and are a resident o1'Hantsport or the stmounding area tradilionally associated
with the town (Avonpo.t, Locklartville, Hants Border, Bishopville and Mounf Denson).
an aDnual mcmbership fee
(2) An Flonorary Member is one who has been elected by the Board ofDirectots in
recognition ofoutstanding service to the Corporation. Thcse individuals shall enjoy all the
privileges of Membership.
(3) The annual membership fee shall be set from tine to time by the Board ofDirectors.
A{ide
V__Bqard
aIDll9garq
)
(I
The DirectoF of the Hantsport Memorial Corllrruity Cenke shall be elected by the
mgmbeIship at the Annual Gereral Meetiflg. The Board of Directors shall oonsist of not
lers than 10 nor more than 20 peIsorls. Two ofthese Direclors shall be repressntatives of
the Council ofthc'Iown ofHantsport and shall be appointed by the Town Council-
'l'he Board of Directors is responsible for managing the affairs of the Corporation in
accordance with these by-laws.
(2)
(3) The qualification for nominatior or election
as a member
ofthe Board ofDirectoru
shall be Membership in the Corpomtion.
(4) ln the intc.est of promoting
continuity on the Board, Dircciors shall be elected for a
two-year tcrm, with halffie Board being clccted at sucoossive Annual Gencral Meetings.
(5) A Direclor
missing four co8ecutive meetings ofthe Board without reasorablc cause
shall be considered to have resigned.
(6) The Board ofDircctors shall have the power to appoint ncw direclors to
until the nexl Annual General Meeting.
fill
vaca$cies
Article VI - Officers ofth€ Comoration
(l)
The olicers ofthe Haotsport Memorial CorrmuDily Cente shall consist of the
lbllowing:
{a) tlrc Prcsideot,
(b) one or more Vica-Presidents,
(c) the Secrctar),
(d) the Trcasurcr,
(e) the PasFPrcsident
IIMCC liy-l,alYs
Revised October2008
(2) lhese officers shall be elected by tho Board ofDirectors from among their numbors at a
meeting to be held follorving the Annual General Meetirrg. The positions of Secrefa.y and
Treasurer may be combined at the discrction of the Board of Directors. fhe Board of
Drectors shall fill any vacancy in any of these oIfices occurring botween Amual General
Meetings.
(3) Duties of the Officers:
(a) The President and Viee-Presidents - The PGsident or, in the absence of the Prcsidenl
ofthe Corporation and of the Board
otre of the Vice-Presidents, shall preside at all meetings
ofDirectors.
(b) lhe Secretary - The Seuetary shall conduct conespondence, give notice ofmeetings of
the Corporation and Board of Diroctors, and keep minutes of all such meetings.
(c) The Treasucr
-
The Treasurer shall maintain ttre accormts of
tle
Corporation in
accordance with Generally Accepted Accounting Principles, collect all moneys accruing to
the Corpo€tion 6nd have charge ofall its fi]nds.
(d) l'he Past-President
-
the Past-President shall sgrve as a member
Corrmittee and act as Chairperson ofthe Nominating Committee.
of the Executive
(4) Executive Comrrittee: The Executive Committee consists of*re President, the VcePresidents, the Secretary, the Treasurer and ihe Past-P.esidetrt and may act for the Board
ofDirectors between its meetings in the conduct ofthe ordinary business ofthe HMCC.
(5) Sienins Authoritv: The Corpomtion shall maintain an account in a branch ofone ofthe
Chartered Baoks of Canada or in a branch ofa Credit Union. All fimds acquing 10, or
belonging to the Corporation, shall be deposited by the Treasurer in the name ofthe
Corporation in such financial institution. AII cheques shall require the signature ofthe
Treasurer and any one of the President, a Vice-President, the Secteta0r or the pastPresident. Ihe Treasurer shall endorse cheques for deposil to the account ofthe
Coaporation- Cash deposits shall be made by the T rcaswer.
(6) Nomination Procedure: The Board of Directors shall select a Nominating Committce
ofthree Membe$ one ofwhich shalt be the Past-President who shall act as Chairperson. It
shall be the duty ofthis corffnittee to nominate candidates for the Board ofDirectors to be
fil1ed at the Annual General Meeting. Addilional nominalions fiom the floor shall be
permitted.
Article VII - Review ofAccounts
(1)
The extemal accolintants ofthe Corporation shall be appointed at the
Meeting of the members.
Auual
(2) The extemal accountants slrall be a professiomlly accredited accountant(s)
(are) licensed under the Public Accountancy Act ofNova Scotia.
FIMCC By-Law!
Revised October 2008
General
l{ho is
4
(3) The external accountants shall, at least every two years, make a Review Engagelnenl
Report to the Board ofDircctors, which will be read at the ArMual Ceieral Meeting.
(4) The Board ofDirectors shall make a wrilten report to the members at tie Anrual
General Meeting as to the financial position ofthe Corporation and the report shali
contain a balalce sheet, a statement ofincome and a statement ofinvestnent activity
as per reported on in the Review Engagemenl ofthe extemal accounlanl.
Aficle VIll - Meotings
(l)
A geneml meeting ofthe members ofthe Corporation,lo bc calledthe Annual Ceneral
Meeting, shall be held at least once in each calendar yea.r, pdor to the end ofoctober.
Spe{ial meetings ofthe members ofthe Corporation may be called by the Prcsident or by
the Board ofDirectors and shall be calted upon the writtcn rcquest often Members ofthe
Corporation.
(2) 'Ihe rules contained in
Robert's Rules of Order shall govem the Colporation in all
to which they are applicable, and in which they arc not inconsistent with the bylawi of the Corporation.
cases
(3) Notice of meetings of the members ofthe Corporation shall be given
at least seven
days prior to the date of such meeting by posting a notice in writin8 ofsuch meetinB in ar
leart two public places in the Town ofHanbpolt.
(4)
The Board ofDirectors may meet for the dispatch ofbusiness, adjoum, and otherwise
regulate its business as it may determine from timc to time.
Article IX - Votine
(1)
I-ach Member shall be entitled to one vote ond no more upon any question arising at
any meefing ofthe members.
{2)
Voting, at all meetings of the rnembers, shall be by show ofhands, or, ifrequested by
trvo members. voling shalJ be b; ballor.
Article X - Ouorum
At any meeting ofthe members ofthe CorporatioD, ton Members presenr in
person shall be a quorum, and at any meeting ofthe Board ofDirectors, fifty per cenr
plus one shall b€ a quorun,
Arricle Xl - Scal
The Seal o1'the Corporation shall contain the following: "Hantsport Mcrnorial
Commurity Centrc. Incorponted 1948" and shall be maintained bv thc Secretar-v.
HMCC Uv-l.^w.
Ilev;sed October 2008
J
Article XII - Requlatiors
(l)
The Board ofDireclors, from time to time, may make regulations conceming financial
guidelines for HMCC committees and projects and those goveming the use and rental of
Churchill House and other properties belonging to the Corporation aM the conduct of
pelsoos using the p(operty.
(2) New regulations goveming the use ard rental of Churchill House and other ptoPert;es
belonging to the Corporation and the conducl of pemorN using the property shall be
commrmicaled to the Recreafion Comrnittee of the Town of Hantsport at its next regular
meeting.
(3) Financial Regutatiors and Guidelines for HMCC conrmittees and projects as set forth in
Appendix I to these byJaws shall be part ofthese by-laws
earlsxll-Iissdllsq
The financial year ofthe Coryotation shall end each year or 31 March. Each
financial year shall be identified as, for example, FY08/09.
Article XIV - Borrowing MoneY
(1)
The Board ofDitectors may from time to time borow money fron any chattered
bank o! c{€dit union upo[ the credit of the Comoration on cheques, promissory notes,
bills of exchange or otlerwise in such amounts and subj€ct to such terms as may be
considered advisable.
(2)
The Board of Directors may assig!, transfer, convey, hypothecate, mortgage, charge or
pledge 1o or in favour ofthe Bank or Credit Union any property ofthe Corporalion, real or
personal, moveable or immoveable, prcsenl or future, including book debts, as securify for
the firlfillment of any liabilities or obligations, prcsert or future, of th€ Corporation to the
Bank or Credit Unioq. Any action under this section must be approved by a meeting ofthe
members ofthc Corporation called for that pur?ose.
(3) The Board of Directors may empower the Bank or Credit Union) or any person or
persons, to sell by public or private sale, assign, tansfer or convey from time to time any
such property; and may sign, make, draw, accept, endo$e, ex€cute and deliver oq behalf of
and in the name of the Coryoralioo all such cheques, promissory notes, bills of exchalge,
draits, acceptances, orders for the payment ofmoney, agreements to give security,
assignments, tmnsfers, conveyances, hypothecs, mortgages, pledges, securities and other
agreements, documenls and instruments as may be necessary or useful in connection wilh
the borowing ofmoney by, and other banking business ol the Corporation.
(4)
The Board ofDireclors may aulhorize any one or more Directors, otfice$, employees
or agents ofthe Corporation to exercise any ofthe rights, powers and aulho ties conferred
by this by-law upon the Dircctors.
I{MCC By-Laws
Revised October 2008
6
Article XV - Standins Commiltees
(1) lnmediately foltowing the A$rual General Mecting, the Board ofDkectors shall
appoint, ftom the rDembers ofthe Board, the Chairperson ofeach ofthe Standing
Corrunittees. The commitlees shall consist ofthe Chairperson, those additional members
lrom the Boad ofDirectors as may be appointed by the Board ofDlecto$, arld at least
two membe$ fiom the membership at large. Appointrnents to committees from the
membership at large shall be made by the Board of Dircctors upon the recommendation
of the Chairperson comemed.
(2) The standing committees ofthe Corporation shall be:
(a) Fund Raising Committee
(b) House Committee
(c) Landscaping and Beautificalion Committee
(d) Red Barn Committee
(3) Stading Cornmittees may form sub-com-rnittees fiom time to time which will repot
directly to $e appointjng Slanding Committee
(4) Where applicable, committees shall submit an operations budget or a capital budget or
both for the approval of the Board of Dirccto$. Colnmittee Chairpe6oN should report to
the Board on a r€gular basis on the stat€ oftheir budget. Fill3.ncial matters shall be
coriducted in accordance with the Financial Regulations and Guideli4es in Appendix I
(Attached)
(5) Such other committees, standiDg or special, shall be appointed by the Board of
Directo$ as it from time to time deems necessary to carry on the work ofthe Corporation.
The President shall be et olfrcio a member of all committees except lhe NominatiDg
Commitlee.
Article XVI - Amendments
(1) These by-laws may be arnended or allered by a fwo-thhds majority vote by tlrc
members prcselt at a meeting of members ofwhich notice specifoing the nahue of the
ploposed amendment or altemlion has been given in the notice calling the meeting.
(2) These byJaws may also be amended or altered by a two-thirds vote ofthe Board of
Dircctofs. Any such amendment must be ralified by a two-thirds vote at the next membe$
meeling, Ifsuch amelldmeft is not mtified within 60 days, it shall be null and void.
HMCC By-Lalvs
Revised october 200lt