BY-LAWS OF THE IRANIAN CULTURAL SOCIETY OF NOVA SCOTIA
As passed by special resolution of the members on November 19, 2017
The Society is an independent non-profit society and its activities shall conform with the
purpose and objectives stated in its Memorandum of Association and are independent
of political and religious motives.
Article 1 – Definitions
1. In these by-laws:
“Society” or “Association” means the Iranian Cultural Society of Nova Scotia.
“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 meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
“Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
“shall” is mandatory and “may” is permissive.
“session” and “meeting” have the same meaning.
Article 2 – Membership Rights and Responsibilities
2. Anyone who meets all of the following conditions is eligible to become a member
of the Society: (a) they uphold the objects of the Society; (b) they pay their
annual membership fee as determined by the Board of Directors from time to
time, (c) they are at least eighteen years of age, and (d) they live in the province
of Nova Scotia.
3. Membership in the Society is not transferable.
4. Every member is entitled to attend and vote at any General Assembly meeting of
the Society and to vote at any meeting of the Society and to hold any office, but
there shall be no proxy voting.
5. Membership in the Society ends:
upon death, or
if the member resigns by written notice to the Society, or
if the member ceases to qualify for membership in accordance with these by-laws, or
the member has been dismissed from membership by special resolution of the General Assembly.
6. Anyone who meets all of the following conditions is eligible to be a member of the
Board of Directors:
they are a member in good standing of the Society;
they are a citizen of Canada or a permanent resident of Canada; and
they are not an immediate family member of an existing Board member or another candidate for the Board of Directors, except that cousins and other non-immediate family members are acceptable.
7. The members may repeal, amend or add to these by-mis only by special resolution. No by-law or amendment to these by-laws shall take effect until the Registrar approves of it.
Article 3 – General Assembly Meetings
8. An ordinary session of the General Assembly shall be held once a year during the first three months of the Christian calendar.
9. The business of an ordinary session is as follows:
approval of minutes of the previous session,
hearing the annual report of the Board of Directors and commenting on it,
consideration of the annual financial report of the Society,
election of the Board of Directors,
appointment of auditors.
10. All other business is considered special business, including but not limited to the
changes to the Memorandum of Society or these by-laws, and
dismissal of a Director.
11. A special session of the General Assembly shall be held from time to time to
consider special business based on: (a) the discretion of the Board of Directors
based on the number of special sessions required; or (b) the written request of at
least twenty-five per cent (25%) of members.
12. Notice to all members is required for any session of the General Assembly. The
specify the date, place and time of the meeting,
be given to the members at least seven days prior to the meeting,
be given to the members by mail, and
specify the nature of business, for example the intention to propose a special resolution, and the non-receipt of notice by any member shall not invalidate the proceedings.
13. The President, or in his/her absence the Vice-President, or in the absence of
both of them any member appointed from among those present, shall preside as
Chair at a session.
14. (a) Quorum at any session shall consist of five members. No business shall be conducted conducted at any session unless a quorum is present to open the meeting.
(b) If a session is convened as per by-law 7 and quorum is not present within one-half hour from the time appointed for the meeting, it shall be adjourned to such time and place as decided by those present, and if at such adjourned meeting a quorum of members is not present it shall be adjourned sine die.
15. Ordinary resolutions are approved on a vote of 50% + 1. The President does not have the right to vote.
16. Ordinary resolutions are approved on a vote of 50% + 1. Where the votes are equal, the President has the tie breaking vote.
17. The following may only be passed by special resolution:
dismissal of a member from the Society, and
dismissal of a Director from the Board of Directors.
18. At any meeting a statement by the Chair that a resolution has been passed is sufficient unless a vote is demanded. If a vote is demanded it shall be held by show of hands or by secret vote at the discretion of the Chair.
19. The Chair may with the approval of the General Assembly adjourn any meeting. No business shall be conducted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.
Article 4 – Board of Directors
20. The management of the Society is the responsibility of the Board of Directors who are selected from qualified volunteers by a written and secret vote of the members for a term of two years.
21. The Board of Directors shall:
plan literary, cultural, artistic, educational and sporting activities in order to advance the Society’s purpose and objectives;
defend the social rights and dignity of the members, support activities related to the purpose and objectives of the Association, and hold contests and introduce valuable activities for the members and related groups;
cooperate with governmental authorities of Nova Scotia and Canada to advance the purpose and objectives of the Society;
propose resolutions to the General Assembly for approval;
prepare an annual financial report for the Society and submit it to the General Assembly for approval;
hire and dismiss employees and determine their job descriptions, salaries and bonuses;
maintain a bank account in the name of the Society and make withdrawals from the bank account only for Society affairs; (h) determine which signatures of the Directors are required to make withdrawals from the bank account;
determine which signatures of the Directors are required to execute contracts, deeds, bills of exchange and other instruments and documents; form working groups in connection with the activities of the Society;
publish a newsletter, maintain a Web site and provide information services to members;
perform any other duties necessary to implement the purpose and objectives of the Society.
Composition and Duties
22. The number of Directors is seven.
23. The Board of Directors is composed of the following individuals: (a) President, (b) Vice President, (c) Secretary, (d) Treasurer, (e) three other Directors.
24. The Vice President shall perform such duties as are assigned by the Board of Directors.
25. The Secretary shall have responsibility for the preparation and custody of all non-financial books and records including but not limited to:
the minutes of General Assembly meetings,
the minutes of meetings of the Board of Directors, and (c) the register of members.
26. The Secretary is responsible for filing the annual requirements with the office of the Registrar, and has custody of the Seal, if any, which may be affixed to any document upon resolution of the Board of Directors.
27. The Secretary is responsible to file with the Registrar:
a list of Directors with their addresses, occupations, and dates of election or appointment, within fourteen days of their election or appointment, and
a copy of every special resolution, within fourteen days after the resolution is passed.
28. The Treasurer shall have responsibility for the custody of all financial books and records of the Society, and carry out all other duties as assigned by the Board of Directors.
29. Each member of the Society by presenting a membership card and approved ballot can vote for one or more candidates for the Board of Directors.
30. A member may be elected a Director for no more than two consecutive terms. After the second term has expired, the member is ineligible to be a Director.
31. The Board of Directors shall meet from time to time as required on sufficient notice to the Directors with quorum consisting of at least one third of the Directors.
32. Minutes of meetings of the Board of Directors shall be kept by the Secretary.
33. The President shall act as Chair of meetings of the Board of Directors and does not have the right to vote except in case of a tie.
34. A Director who is absent without legitimate reason for three consecutive sessions is considered to have resigned. The legitimacy of the reason will be decided by the remaining Directors.
Article 5 – Finance
35. The fiscal year end of the Society shall be the last day of December.
36. The Directors shall annually present to the members a written report on the financial position of the Society. The report shall be in the form of:
a balance sheet showing its assets, liabilities and equity, and
a statement of its income and expenditure in the preceding fiscal year.
37. A copy of the financial report shall be signed by the auditor, if one has been appointed, or by two Directors.
38. A signed copy of the approved financial report shall be filed with the Registrar within fourteen days after it is approved in each year.
39. An auditor of the Society may be appointed by the members at the ordinary session of the General Assembly, and if the members fail to appoint an auditor the Board of Directors may do so.
The auditor shall make a written report to the members upon the balance sheet and operating account, and in every such report, he shall state whether, in his opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society's affairs, and such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.
40. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society only as prescribed by resolution of the Board of Directors.
41. The members may inspect the following documents of the Society at the registered office of the Society with one week's notice: (a) annual financial statements, (b) minutes of General Assembly meetings, and (c) minutes of Directors’ meetings.
42. All other books and records of the Society may be inspected by any member at any reasonable time within two days prior to the ordinary session of the General Assembly at the registered office of the Society.
43. The borrowing powers of the Society may be exercised by special resolution of the members.
44. Directors serve without remuneration and shall not receive any profit from their positions.
45. The Society shall not make loans, guarantee loans or advance funds to any Director.