BY-LAWS OF THE Sail NOVA SCOTIA ASSOCIATION
1. In these by-laws
(a) “Association” means the Sail Nova Scotia 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 at a general meeting of which notice specifying intention to propose the resolution has been duly given.
- “Yacht” means a pleasure craft driven by wind or power.
- “Member” means a recognized Nova Scotia Club, Sailing School, or Class association.
2. If a conflict arises between these by-laws and the current rules of World Sailing, as adopted and modified by Sail Canada, the latter rules shall prevail as long as they are not in conflict with the Societies Act. If there is a conflict between the two, the Societies Act shall prevail.
3.1 The number of members of the Association is unlimited.
3.2 Every member of the Association shall be entitled to send a representative to any meeting of the Association and, if a voting member, to vote at any meeting of the Association. Only members of member clubs and owners of sailing schools in good standing are eligible to hold any office, but there shall be no proxy voting.
3.3 Membership in the Association shall not be transferable.
3.4 The following shall be admitted to membership in the Association:
(a) Any Yacht Club or Class Association which has the promotion of yachting as a primary object, and which has a membership of at least ten persons.
(b) Any Sailing School or business providing boating training with one or more employed or contracted instructors currently certified by the Sail Canada.
3.5 Membership in the Association shall cease if the member ceases to qualify for membership in accordance with these by-laws.
FISCAL YEAR, FEES AND DUES
4.1 The fiscal year of the Association shall be the period from November 1st in any year to October 31st in the year following.
4.2 Changes in annual dues and fees shall be recommended by the Board of Directors, and voted on by the membership at the Annual General Meeting.
4.3 Yacht Clubs, Class Associations and Sailing Schools shall pay not less than one-half of the previous year’s dues by June 1st to be in good standing for the current year, and shall pay the balance by September 1st, based on the current number of their members.
5.1 The annual general meeting of the Association shall be held within six months after the end of each fiscal year of the Association.
5.2 A special general meeting of the Association may be called by the Board of Directors or by the President at any time, and shall be called if at least one-fourth of the voting members so request in writing.
5.3 Ten days notice of a meeting, specifying the date, time and place of the meeting, and in the case of special business, the nature of such business, shall be given to members in writing, via either e-mail or regular mail to their last known addresses. Notice shall be deemed to be given at the time when the e-mail has not been returned or normal mail delivery would be expected. Non-receipt of a notice by any members shall not invalidate the proceedings at any meeting.
5.4 At the annual general meeting of the Association, the following items of business shall be dealt with as ordinary business
(a) Minutes of the preceding general meeting.
(b) Consideration of annual reports of Officers and Directors.
(c) Consideration of financial statements,
(d) Election of President & Directors at Large for the new year.
(e) Any other business not requiring a Special Resolution.
5.5 No business shall be transacted at any general meeting of the Association unless a quorum of at least five members is present.
5.6 If a quorum is not present one-half hour after the time specified for the meeting, a meeting convened at the request of members shall be dissolved. Any other general meeting shall stand adjourned to such date, time and place as a majority of the members then present shall direct it and, if a quorum is not present at such adjourned meeting, it shall be adjourned indefinitely.
5.7 The President of the Association shall take the Chair at every general meeting of the Association. If the President is absent, the First Vice President present shall take the Chair and, in his/her absence, the Second Vice President. If both Vice Presidents are absent, the members present shall choose a member to take the Chair.
5.8 The Chair shall have no vote except in the case of equality of votes when (s)he shall have a casting vote.
5.9 The Chair may, with consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at the adjourned meeting other than the business left unfinished, unless notice of such new business is given to the members.
5.10 At any general meeting, unless a poll is demanded by at least three members, a declaration from the Chair that a resolution has been carried or defeated and an entry to that effect in the minutes shall suffice, without proof of the numbers of votes for or against the resolution. If a poll is required, it shall be taken in such manner as the Chair may prescribe and the results shall be recorded in the minutes.
VOTES OF MEMBERS
6. Every Member Club which is a member of the Association in good standing shall have the following number of votes;
10-100 members: 1 vote
101-200 Members: 2 votes
201-300 Members: 3 votes
For each additional 100 members 1 vote, 1 additional vote.
Paid membership means that for which dues have been paid to the Association. Class Associations, Sailing Schools in good standing each shall have one vote.
In addition, the Officers of the Association shall each have one vote.
BOARD OF DIRECTORS
7.1 The management of the activities of the Association shall be vested in a Board of Directors which shall exercise all control not required by these by-laws or by statute to be exercised at a general meeting. In particular, the Board of Directors shall have power to engage an Executive Director and other staff and to determine their duties and remuneration.
7.2 The Board of Directors shall not exceed sixteen (16) people and consist of the following:
(a) The Officers of the Association.
(b) Directors at Large
7.3 The Board of Directors may delegate certain duties that it specifies to an Executive Committee, which shall consist of:
(a) The Officers of the Association,
(b) The Executive Director, ex officio,
(c) Any other Director(s) temporarily assigned for specific tasks.
- Any member of a member club, or owner of a sailing school in good standing shall be eligible to be elected to the Board of Directors.
7.5 The Executive Committee will assign programme portfolios to Directors at Large
7.6 Directors and Officers shall serve without remuneration and shall not receive any profit from their positions. However a director or officer may be paid reasonable expenses incurred in the performance of his/her duties.
8.1 The Officers of the Association shall be the President, the First Vice President, the Second Vice President, the Treasurer, the Secretary and, if willing and able, the immediate Past President.
8.2 The President shall have general supervision of the activities of the Association and shall perform such duties as may be assigned by the Board of Directors from time to time.
The President shall be the Chair of the Executive Committee and shall be an ex officio member of all committees.
8.3 The Vice Presidents shall assume the duties of the President, in the absence of the President, or during such periods as the President may request, and shall perform such duties as may be assigned by the Board of Directors or the Executive Committee from time to time.
8.4 The Treasurer shall oversee all financial affairs of the Association, including preparation of the annual budget, monthly financial reports, and the annual balance sheet and statement of revenue and expenditures. The Treasurer shall keep all books and shall ensure that expenditures are within the budget approved by the Board of Directors.
8.5 The Secretary shall keep all records of the Association and shall perform such duties as may be assigned by the Board of Directors of the Executive Committee from time to time. The Secretary shall be responsible for the recording and distribution of meeting minutes.
NOMINATION OF CANDIDATES FOR THE BOARD OF DIRECTORS
9.1 At least two months before the Annual General Meeting of the Association, the President with the advice and consent of the Board of Directors, shall appoint 3-5 members to the Nominating Committee to bring forth a slate of candidates in good standing for the Board of Directors in the following year. The Nominating Committee shall ensure that nominees are members of a Sail Nova Scotia member organization. No member of the nominating committee can be part of the slate of nominees.
9.2 Nominations for President and Directors at Large shall be received and circulated at least one month before the Annual General Meeting of the Association. The Nominating Committee shall ascertain that the nominees are eligible and prepared to stand as candidates. The list of candidates submitted by the Nominating Committee shall be distributed with the notice calling the Annual General Meeting.
9.3 In addition to the power of nomination granted to the Nominating Committee, any two members of a member club in good standing may nominate any member of a member club in good standing for election by a letter address to the Sail NS Secretary, provided that the member so nominated must endorse his or her consent to nomination upon the said letter. All such nominations must be filed with the Sail NS Secretary not less than 10 days before the Annual General Meeting and circulated to member organizations.
9.4 A candidate for President shall have served on the Board of Directors for at least one year or otherwise be approved as a candidate by a 2/3 (two thirds) majority vote of the current Board of Directors at any Board meeting having a quorum.
10.1 Meetings of the Board of Directors shall be held as often as the business of the Association may require and shall be called by the Secretary or the President. Notice, specifying the date, time and place, shall be given either orally or in writing including e-mail, to Directors within a reasonable time, but non-receipt of a notice by any Director shall not invalidate the proceedings at any meeting of the Board of Directors.
10.2 No business shall be transacted at any meeting of the Board of Directors unless at least five of the Directors are present at the commencement of such business.
10.3 Any Board Member who is absent from three consecutive meetings without just cause may be removed by a majority vote of the Board of Directors. Any person so removed may appeal the decision at a general meeting of the Association.
10.4 The President shall take the Chair at every meeting of the Board of Directors. If the President is absent, the First Vice President present shall take the Chair and in his/her absence, the Second Vice President. If both Vice Presidents are absent, the Directors present shall choose a Director to take the Chair.
10.5 At meetings of the Board of Directors, the Chair shall be entitled to vote as a Director and, in the case of a tie, (s)he shall have an additional casting vote.
ELECTION AND TERM OF OFFICE
11.1 The open positions on the Board of Directors shall be elected by a majority vote of association members in attendance at the Annual General Meeting. Board members are elected for a two (2) year term without standing for election. Board members are encouraged to serve for two-year terms in order to provide some overlap with other Directors from year-to-year.
11.2 The election at the Annual General Meeting shall take place in two parts. The first part shall elect the President for the Association from the qualified candidates who have been nominated. The second part shall elect the Directors to the open positions on the Board of Directors from the qualified candidates including any candidates, if they desire, who were not elected in the first part. The Board will select the Executive Committee and Programme Chairs from the newly elected Board members.
11.3 Officers and Directors shall be eligible to serve only two (2) consecutive, two-year terms unless recommended by a 2/3 majority vote of the current Board of Directors at any Board meeting having a quorum.
11.4 Any member of the Board may be removed from office by a two-thirds (2/3) majority vote of the Board of Directors at any Board meeting having a quorum. A notice of intent to introduce a motion of removal shall be sent to all Directors at least fourteen (14) calendar days in advance of the Board meeting.
11.5 Directors can be removed via special resolution of the members before the expiration of their term
11.6 A vacant position on the Board occurring during the year may be filled by a qualified Association member appointed by the President or his/her designate, subject to approval of the Board.
12.1 The Board of Directors shall establish programmes, which may or may not be supported by a committee. The number and structure of committees may vary from time to time, but include the following as a minimum.
1 – Executive Committee 2 – Sail Training
3 – Racing 4 – PHRF Handicap Assignment
5 – Communications & Fundraising 6 - Recreational Boating
12.2 Each Committee Chair shall be a director of the Association or report to the Board and shall perform such duties as may be assigned by the Board of Directors from time to time and shall report regularly to the Board of Directors.
ANNUAL FINANCIAL STATEMENTS
13 The Board of Directors shall engage a CPA to compile financials for the preceeding year. These financials are to be presented at the AGM by the CPA or a member of the Sail NS Executive. A copy of these financial statements shall be filed with the Registrar within fourteen days after the annual general meeting.
AMENDMENT OF BY-LAWS
14. The Association has the power to repeal or amend any of these by-laws by Special Resolution.
15.1 The Association shall file with its annual statement a list of its directors, with their addresses, occupations and dates of appointment or election, and shall within fourteen days of a change of directors notify the Registrar of the change.
15.2 The Association shall file with the Registrar a copy of every Special Resolution, within fourteen days after the resolution is passed.
15.3 The Association does not have an official seal.
15.4 The books and records of the Association may be inspected by any member at any reasonable time at the registered office of the Association.
15.5 Contracts, bills and exchange and other documents shall be executed on behalf of the Association as prescribed by the Board of Directors.
15.6 The borrowing powers of the Association may be exercised by Special Resolution of the members.
Certified to be a true copy of the complete by-laws of the Sail Nova Scotia Association as approved by Sail Nova Scotia Membership and as amended February 11, 2017.
Approved by Sail Nova Scotia Membership, February 8, 2020