RBANS - Responsible Bass Anglers of Nova Scotia Association

RBANS - Responsible Bass Anglers of Nova Scotia Association
Supporting Smallmouth Bass in Nova Scotia

RBANS - RESPONSIBLE BASS ANGLERS OF NOVA SCOTIA ASSOCIATION

RBANS – Responsible Bass Anglers of Nova Scotia Memorandum of Association

Memorandum

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 opportunities;
•    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.

Provided that:
•    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
B4V 0W6

Section 5. Amendments
The Memorandum of Association may be amended only by special resolution.

RBANS - RESPONSIBLE BASS ANGLERS OF NOVA SCOTIA ASSOCIATION BYLAWS

BY-LAWS

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.
(C) “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
(A) 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.

(C) 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.

(E) 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

(F) 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.

(G) The 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
(A) 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
    11 Adjournment

(D) 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 margin.

Section 4. Seal
The 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
RBANS 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
(A) 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 President.

(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).

(F) 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.

(G) 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
(A) 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 permitted.

(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.

(C) RBANS 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.

(D) 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:

(A) 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 RBANS

(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
The 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
The 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
The 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:
(1) within fourteen (14) days of their election or appointment, a list of directors with their addresses, occupations, and dates of appointment or election
(2) a copy of every special resolution within fourteen (14) days after the resolution is passed,

Section 4. Duties of the Treasurer
The 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
(A) Membership in RBANS is open to all residents of Canada who are in good standing with RBANS and support the objects of this Society.

(B) These members must maintain their current dues to RBANS; members must also provide current and accurate names and addresses for membership application.

(C) Membership is not transferable.

Section 2. Dues
The 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

(F) 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
The 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
By 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 of $500.00

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
Special 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 contributions.

Section 4. Newsletters and Mail-outs
All 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
(A) 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 duties.

(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
The Annual General Meeting of RBANS will be called by the executive. Location(s), day and commencement times shall be decided upon by the executive.

Section 3. AGM Books
(A) All RBANS books and records will be open to all members of RBANS at the AGM.

(B) 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.

(E) 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.

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