RBANS - RESPONSIBLE BASS ANGLERS OF NOVA SCOTIA ASSOCIATION
– Responsible Bass Anglers of Nova Scotia Memorandum of Association
Section 1. Name
The name of the Society is RBANS - Responsible Bass Anglers of Nova Scotia Association. (Hereinafter referred to as RBANS)
Section 2. Objectives
On a volunteer and non-profit basis the objective/s of the society is/are:
• to promote public awareness of smallmouth bass fishing for recreation and as a sport;
to offer our support to other organizations promoting various other
species with no intent to jeopardize smallmouth bass angling
• to promote conservation and
environmental protection of smallmouth bass angling habitat and
smallmouth bass species;
• to offer our
Provincial Departments of Inland Fisheries and Natural Resources our
organized, moral and political support and encouragement;
to promote full adherence to all conservation and regulatory codes with
full legal enforcement of these existing standards;
• to demand adequate water standards and protection;
• to function as a dynamic link with other smallmouth bass fishing clubs or entities;
to better the access, both public and private, to our fishing waters
for association members and the general public;
to acquire by way of grant, gift, purchase, bequest, devise or
otherwise, real and personal property and to use and apply such
property to the realization of the objects of the Society;
to buy, own, hold, lease, mortgage, sell and convey such real and
personal property as may be necessary or desirable in carrying out the
objects of the Society.
• The society shall not carry on any trade, industry, or business;
• All funds shall be used solely for the purposes of the Society and the promotion of its objects;
If the society is terminated, wound up or dissolved and, after
satisfaction of all its debts and liabilities, there remains any
property whatsoever, the same shall be paid to some other non-profit
organization in Canada having objects similar to those of the society.
Section 3. Geographic Area
The activities of the Society are to be carried on in Nova Scotia.
Section 4. Registered Office
The Registered office of the Society is located at:
16 Camperdown Rd
Hebbs Cross, NS
Section 5. Amendments
The Memorandum of Association may be amended only by special resolution.
RBANS - RESPONSIBLE BASS ANGLERS OF NOVA SCOTIA ASSOCIATION BYLAWS
Article I Definitions
In these by-laws:
(A) “Society” means RBANS – Responsible Bass Anglers of Nova Scotia Association.
(B) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
“Special Resolution” means a resolution passed by not less than
three-fourths of such members entitled to vote as are present in person
at a general meeting of which notice specifying the intention to
propose the resolution as a special resolution has been duly given.
Article II ORGANIZATION
Section 1. Executive and Executive Meetings
RBANS shall be governed by elected officers, appointed
directors-at-large that shall be a single representative elected by
each of the recognized bass fishing clubs and trails in Nova Scotia and
Past President (hereinafter referred to as the executive). The
executive will consist of a President, Past President, Vice President,
Treasurer, Secretary and recognized-club elected directors-at-large.
(B) All executive members must be current members in good standing with the association.
Each executive member shall be entitled to one vote on all matters
before the executive, where there is an equality of votes the motion
before the executive shall be lost.
(D) The executive shall meet no less than two times a year.
A meeting of officers/directors may be held at the close of every
annual general meeting without notice for the purpose of electing
officers. For all other board meetings, notice is required and must:
(1) specify the date, place and time of meeting,
(2) be given to the officers/directors seven (7) days prior to the meeting
(3) be given to the officers/directors by email, telephone and/or electronic means
(4) the non-receipt of notice by any officer/director shall no invalidate the proceedings
(5) Notice can be waived for board meetings with the unanimous approval of the board
Quorum shall consist of 4 officers/directors. No business shall be
conducted at any meeting of the executive unless a quorum is present to
open the meeting and, upon request, before any vote.
President or, in his/her absence, the Vice-President or, in absence of
both of them, any officer/director appointed from among the
officers/directors shall preside as Chair of the Board.
Section 2. Fiscal Year
The RBANS fiscal year shall begin on January 1st and end on December 31st.
Section 3. General and Special Meetings
RBANS shall meet at such places and at such starting times as
determined by the executive with a minimum of one Annual General
Meeting per calendar year. Additional general and/or special meetings
may be held at the discretion of the executive. Members can have the
executive call a general and/or special meeting by filing written
notice sent to the president by mail with a minimum of thirty (30)
association members’ signatures on that notice.
(B) All meetings shall proceed in the following order:
1 Call to order by President
2 Introductions by President
3 Introductions of executive members present
4 Introduction of distinguished guests and/or officials
5 Presentation of preceding meetings minutes
6 Presentation of Treasurer’s report
7 Reports of any standing committees
8 Old business
9 New business
10 Programmed activities if applicable
Quorum will be attained when the smallest of 30% of all RBANS members
or 25 members are present. Each attending member is allowed one (1)
vote. A majority vote on regular business will be achieved by a 50% + 1
Section 4. Seal
RBANS seal will be held and maintained by the association President;
the seal will be affixed to any requested documentation upon resolution
of the executive.
Section 5. Accounts Audit
accounts will be open for audit by an appointed auditor annually within
14 days of the annual meeting. An auditor of the Society may be
appointed by the members at the annual general meeting and, if the
members fail to appoint an auditor, the directors may do so.
Section 6. Borrowing Powers
All borrowing powers of RBANS will be controlled by special resolution.
Article III. OFFICERS and DIRECTORS
Section 1. Officers
The officers of the association shall be the President, Past President,
Vice President, Secretary and Treasurer; the directors-at-large shall
be a single elected representative from each of the recognized bass
fishing clubs and trails in Nova Scotia, these appointments are not
mandatory and may remain open if no appointment has been made by said
recognized bass fishing club or trail; the Past President shall be the
most recent President to hold office prior to election of the current
(B) The management of the Society is the
responsibility of the officers/directors. In particular, the
officers/directors may engage a General Manager, and determine his/her
duties, responsibilities and remuneration.
(E) At no time shall the total number of officers/directors be less than five (5).
Officers/directors who have, or could reasonably be seen to have, a
conflict of interest have a duty to declare this interest. The
declaration should be made to the members
(1) upon nomination, and
(2) if serving as an officer/director, when the possibility of a conflict is realized.
A conflict of interest does not prevent a member from serving as an
officer/director provided that he/she withdraws from the decision
making on matters pertaining to that interest. The withdrawal should be
recorded in the minutes.
(H) Contracts, deeds, bills of exchange
and other instruments and documents may be executed on behalf of the
Society by the President or Vice-President and the Secretary, or
otherwise as prescribed by resolution of the executive.
Section 2. Elections and Terms of Office
The President, Vice President, Secretary and Treasurer offices shall
all be filled by balloted elections. Each position is to be open for
nominations from club members and all nominated individuals shall be
voted upon annually at the scheduled Annual General Meeting. Each RBANS
member is entitled to one vote per office but proxy votes are not to be
(B) Each office will be held for two (2) calendar
years after election to office. Office terms are not limited to one (1)
term but the association must choose to re-elect that office’s current
occupant. Office terms are to overlap by means of staggered elections,
in the first year of business the positions of Vice President and
Secretary shall be elected to one (1) year terms only while the offices
of President and Treasurer will be full two (2) year terms. The office
of Past President will remain empty until such time that the first
President elected vacates the office of President.
membership has the explicit authority to remove and relieve of duty any
executive officer or director, by special resolution, where, in the
opinion of RBANS, such action is deemed necessary for the good of
RBANS; and appoint another person to complete the term of office.
If an officer or director resigns his/her office or ceases to be a
member in the Society, his/her office as officer/director shall be
vacated and the vacancy may be filled for the unexpired portion of the
term by the executive from among the members of the society.
Section 3. Eligibility for Holding Office
To be eligible for an office a member must:
have been an RBANS member for at least twelve (12) months, this clause
will be waived during the first fiscal year of business conducted by
(B) have attended at least 75% of RBANS meetings and functions during a 12-month period.
(C) have shown an active interest in all RBANS functions
(D) maintain current RBANS membership
Section 4. Assumption of Office
swearing in of the new President and newly elected officials shall be
accomplished by the outgoing President or during the first election of
the first fiscal year, the newly elected President.
Article IV. DUTIES OF THE OFFICERS AND DIRECTORS
Section 1. Duties of the President
President shall preside over all meetings of the executive and meetings
of RBANS; direct all official business of RBANS; supervise all RBANS
activities; be the official representative of RBANS; delegate such
duties as may be appropriate to better serve RBANS; initiate
disciplinary action in respect to violations of standing regulations
and procedures of RBANS members.
Section 2. Duties of the Vice President
Vice President shall assist the President upon request; preside in the
absence of the President; and, should it become vacated, assume the
responsibilities of the office of the President, serving until RBANS
can elect a replacement to fill the unexpired term.
Section 3. Duties of the Secretary
The secretary shall:
(A) have the responsibility for the preparation and custody of all books and records including:
(1) the minutes of the members’ meetings,
(2) the minutes of the executive meetings,
(3) the register of members, and
(4) filing the annual requirements with the office of the Registrar, and
(B) file with the registrar:
within fourteen (14) days of their election or appointment, a list of
directors with their addresses, occupations, and dates of appointment
(2) a copy of every special resolution within fourteen (14) days after the resolution is passed,
Section 4. Duties of the Treasurer
Treasurer shall receive and disburse all monies upon approval of the
executive; maintain accurate financial records and present a current
balance at each regular meeting of RBANS and/or the executive; and
shall submit an annual report to the membership of RBANS; maintain
signing authority in all financial matters.
Section 5. Duties of the Past President
To council and or assist all other offices of the executive
Article V. SPECIAL COMMITTEES AND POSITIONS
Section 1. Creation of Special Committees
The President may create, with executive approval, special committees and appoint their chairpersons.
Article VI. MEMBERSHIP
Section 1. Definition of Membership
Membership in RBANS is open to all residents of Canada who are in good
standing with RBANS and support the objects of this Society.
These members must maintain their current dues to RBANS; members must
also provide current and accurate names and addresses for membership
(C) Membership is not transferable.
Section 2. Dues
decision of RBANS dues, their amounts and structures shall be that of
the executive; written notice of intent to assess RBANS dues and their
amounts must be given to current association members thirty (30) days
in advance of the scheduled RBANS meeting in which vote is to be taken;
decision to change the dues must be approved by special resolution;
dues must be cash or cheque made payable to RBANS - Responsible Bass
Anglers of Nova Scotia Association; dues for members joining after the
first official yearly meeting shall not be pro-rated.
Section 3. Removal of Membership
Membership in the Society shall cease:
(A) upon death, or
(B) if the member ceases to qualify for membership in accordance with these by-laws, or
(C) if the member carries out any action which would reflect dishonor and disgrace on RBANS, or
(D) if the member fails to pay RBANS dues, or
(E) if the member resigns by written notice to the Society, or
if, by a vote of the majority of the members of the society or a
majority vote of the officers/directors of the Society at a meeting
duly called and for which notice of the proposed action has been given,
the Member’s membership in the Society has been terminated.
Article VII. METHOD OF AMENDING BYLAWS
Section 1. Amending the Bylaws
bylaws may be amended at any regular meeting by special resolution.
Quorum must be attained at such meeting. Written notice of the proposed
amendment must be presented to the membership at least thirty (30) days
prior to the vote.
Article VIII. MISCELLANEOUS
Section 1. Expenditure Limits
acceptance of these bylaws the executive is responsible for RBAN’s
financial management; the executive may handle those funds as they deem
necessary for the betterment of RBANS; the executive needs a majority
vote of approval from a regular RBANS meeting to spend funds in excess
Section 2. Presentation of Awards
Year-end awards, if applicable, are to be issued at the annual general meeting of RBANS.
Section 3. Award Types
awards shall be, but not limited to or necessary, special achievement
awards in conservation matters, community service, dedication in
efforts to better RBANS and its interests; outgoing officials, year-end
angler awards and outside awards of appreciation for support or
Section 4. Newsletters and Mail-outs
association newsletters, mail-outs or other information to be released
to the RBANS membership must come from or be cleared by the executive.
Section 5. Execution of Contracts
All execution of contracts, deeds, bills of exchange and other instruments and documents will be handled by the executive.
Section 6. Miscellaneous Finance
Officers and directors 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
(B) The Society shall not make loans, guarantee loans or advance funds to any officer/director.
Article IX. Annual General Meeting
Section 1. Date
The Annual General Meeting of RBANS shall be held each year in the fall season during either the months of September or October.
Section 2. Calling of AGM
Annual General Meeting of RBANS will be called by the executive.
Location(s), day and commencement times shall be decided upon by the
Section 3. AGM Books
(A) All RBANS books and records will be open to all members of RBANS at the AGM.
The officers/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:
(1) a balance sheet showing its assets, liabilities and equity, and
(2) a statement of its income and expenditure in the preceding year.
(C) A copy of the financial report shall be signed by the auditor or by two officers/directors.
(D) A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days of the AGM.
The members may inspect the annual financial statements and minutes of
membership and directors meetings at the registered office of the
Society with one week’s notice. All other books and records of the
Society may be inspected by any member at any reasonable time within
two days prior to the annual general meeting at the registered office
of the Society.