Association of Nigerians in Nova Scotia
BY-LAWS
(Revised May, 2011)
1.00 - Interpretation
1.01
In these by-laws, unless there be something in the subject or context inconsistent therewith:
(a) "Society" means ASSOCIATION OF NIGERIANS IN NOVA SCOTIA
(b) "Registrar" means Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
2.00 – Vision Statement
We are an organization for the preservation and promotion of the socio-economic, cultural and civic interests of all Nigerians by birth, marriage or descent, living in Nova Scotia.
3.00 – Goals
The goals of the Society shall be:
(a) To promote and encourage socio-economic, cultural, and civic activities within the province of Nova Scotia and Canada in general;
(b) To act as official spokesperson on behalf of its membership on all matters relevant to Nigeria and Nigerians, from time to time, living in Nova Scotia;
(c) To promote the participation by Nigerians living in Nova Scotia, in the economic life and activities of this Province and Country;
(d) To promote awareness of the part of Canadians, of the socio-economic, cultural and political issues relevant to Nigeria;
(e) To act as a source of material and information on Nigeria and Nigerian issues and affairs;
(f) To provide forum for learning about Nigeria and Nigerian affairs;
(g) To encourage, promote and support research, writing and publication endeavor relating to Nigeria and Nigerian affairs;
(h) To forge links with Societies or organizations having similar or related objectives;
(i) 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;
(j) To buy, own, hold, lease, mortgage, sell and convey such real and personal property as may be necessary or desirable in the carrying out of the objects of the Society;
(k) To maintain link with Nigerian High Commission in Ottawa and consult regularly on relevant issues with the High Commission.
(l) To act as a forum to support members living in Nova Scotia as stated in the welfare package
4.00 - Membership
4.01
The membership of the Society shall constitute all the subscribers to the Memorandum of Association and of such other persons as may be admitted to membership in accordance with the provisions of these by-laws.
4.02
There shall be a Register of Members, in which shall be entered all names, addresses and occupations of the members of the Society. All members shall be required to complete and sign a registration form that makes it binding on him/her to comply with these bye-laws.
4.03
For the purposes of registration, the number of members of the Society is unlimited.
4.04
Membership in the Society shall not be transferable.
4.05
Every member of the Society shall be entitled to attend any meetings of the Society and to vote at any meeting of the Society and to hold office, subject to the provisions of these by-laws, but there shall be no proxy voting.
4.06
The society may, for any good reason, confer honorary membership on any person or organization that supports the objectives of the Society. Honorary members do not have voting privileges and may not hold an office in the Association.
5.00 - Membership Obligations:
5.01
Every member of the society is required to:-
a) Meet all his/her financial obligations.
b) Attend all general meetings of the society.
c) Take part in all activities of the society.
5.02 –Society Obligations
It shall be as defined in the association welfare scheme for members
6.00 - Qualification for Membership
6.01
The following shall be qualified for admission to membership in the Society:
(a) All Nigerians by birth, marriage or descent;
(b) The parents, children and spouse of a member. Children under Eighteen (18) years of age may be admitted to membership, but shall not carry any voting rights unless, and until, they attain the age of Eighteen years.
7.00 - Registration Fee and Annual Dues
7.01
There shall be a registration fee and an annual dues payable by every member of the Society. The respective sums payable shall be determined by the members of the Society in general meeting, and, except for the first annual due (which shall be payable by every new member at the time of registration together with the registration fee), all annual dues shall be payable on the first meeting of January in each year. Until the members decide otherwise;
(a) The registration fee shall be $10.00 per person over eighteen (18) years of age,
(b) Annual due shall be $50.00 per unmarried member and $95.00 per husband couple and $20 for students (with a proof of full time student ID).
(c) if a member, who has paid the annual due for current fiscal year, marries and wants to register the spouse in the same fiscal year, the couple shall be required to pay the difference to make up the annual family annual due of $95.00.
(d) All change of status must be done at the beginning of the fiscal year and the member must have given a month notice to the association in the previous year. Only request made with genuine reasons shall be accepted.
8.00 - Suspension and/or Cessation of Membership:
8.01
Membership in the Society shall cease:-
a) If a member, by notice during a meeting or in writing to the society, resigns his/her membership;
b) If a member is dismissed from the society based on the code of conduct, inability to meet his/her financial obligation or contravention of any part of the byelaw;
c) Upon the death of a member.
8.02
If by March 31st of every fiscal year a member fails to pay completely his/her annual due, a monthly penalty of 25% of the annual due shall apply. If at the end of April 30th of that fiscal year the member fails to completely pay his/her annual dues and any accumulated penalty a monthly penalty of 25% of the annual dues and accumulated penalty shall apply. If at the end of May 31st of the fiscal year the member fails to pay the annual dues and accumulated fees the member’s membership shall be suspended. Notwithstanding the foregoing, membership of any member that has been suspended for failure to pay the annual dues or any other financial obligation to the society may be resumed upon meeting the obligation set in section 8.04(1) of these bylaws.
8.03
If a member has the custody of the association’s fund and the association during a general meeting resolves that the fund be turned into the custody of the association, the member shall immediately do so. If the member fails to do so his/her membership shall be suspended. Notwithstanding the foregoing, membership suspended for failure to turn in association’s fund may be resumed upon the member meeting the obligation set in section 8.04(2) of these byelaws.
8.04
If a member’s membership is suspended as a result of the member insolvency, membership may be reinstated if the following conditions are met
9.00 - Fiscal Year
9.01
The fiscal year of the Society shall be the period from 1st January in any year to 31st December in the same year.
10.00 - Meetings
10.01
There shall be an annual general meeting of the Society once every year. This shall be held during the month of January of each year. There shall be one monthly meeting on the last Sunday of each month, and such other ordinary meetings of the members as the Executive or its President may, from time to time, convene.
10.02
An extraordinary meeting shall be called by the Executive if requested in writing by at least twenty-five percent (25%) of the members of the Society.
10.03
An annual general meeting shall be preceded by at least ten days notice, specifying the place, day and hour of the meeting. The notice shall be in writing and shall be served by sending it through e-mail or post in a prepaid letter addressed to each member at his/her last known address. Any notice shall be deemed to have been given at the time when the e-mail has been dispatched without any return e-mail indicating a delivery failure, problem or error, the letter containing the same would be delivered in the ordinary course of post and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at the meeting.
10.04
An extraordinary or monthly meeting shall be preceded by at least three days notice which may be served by post, email, telephone, or such other means that is available to the executive.
10.05
Every annual general meeting should include the following items in its agenda:
(a) Minutes of the preceding annual general meeting;
(b) Consideration of the annual report of the Executive Committee;
(c) Consideration of the financial statements, including the balance sheet and operating statement, and the report of the auditors therein;
(d) Appointment of Auditors.
(f) If for any reason the annual report shall not be ready for the AGM, the executives shall be required to give 10 days’ notice to the society with reason, and then the report must be given in the next meeting in February. Any executive that failed to present his/her report in the February meeting shall be considered to step down and handover all the society properties in his/her possession.
10.06
Election of the members of the Executive Committee shall be every two years and the election shall be done during the AGM. After the members of the executive deliver their annual report, they will step down for the electoral officers to conduct the election.
10.07
No business shall be transacted at any meetings of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of 25% of the members.
10.08
If within one-half hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dismissed and the executive is empowered by these bylaws to deal with the issue if it is vital to the association. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct
10.09
The President of the Society shall preside as President at every general meeting of the Society.
10.10
If there is no President or if at any time or meeting he/she is not present or cannot preside, the Vice-President shall preside as President.
10.11
If there is no President or Vice-President/members of the executive or if at any meeting neither the President nor the Vice-President/ members of the executive is present at the holding of the same, the members present shall choose someone of their number to preside over the meeting.
10.12
The President shall have no vote, except in the case of an equality of votes. In the case of an equality of votes, he/she shall have a casting vote.
11.00 - Votes of Members
11.01
Every member shall have one vote and no more. All resolutions shall be ratified by votes.
12.00 - Officers Of The Society
12.01
There shall be as officers of the Society a President, Vice-President, a Financial Secretary, a Treasurer, a Secretary, and a Public Relations Officer. The officers shall form the Executive Committee of the Society.
12.02
Any member of the Society, who has satisfied condition 5.01 (a) of these bylaws, and has participated in about 75% of the activities of the Society, shall be eligible to be elected an officer of the Society. The election shall be by the members, who have satisfied at least section 5.01(a) of these bylaws, and has participated in about 30% of the activities of the Society at each ordinary, extraordinary or annual general meeting of the Society.
13.00 - Special Committees
13.01
Any member of the Society who has satisfied condition (a) as outlined in sub-section 5.01 of these by-laws, and has participated in about 75% of the activities of the Society shall be eligible to be appointed to any special committee of the Society.
14.00 - Election of Officers:
14.01
Electoral committee shall be nominated at the October meeting proceeding the election year. The members at a general meeting of the society shall appoint, from among the members, an election committee of not less than two (2) and not more than three (3) that meet at least section 5.01(a) and participated in at least 75% of the activities of the Society at each ordinary, extraordinary or annual general meeting of the Society. Terms of reference for the election committee shall be defined at time of appointment.
14.02
Members of the election committee shall not stand for office at the annual general meeting.
14.03
The election committee shall, by notice to the membership, given at least thirty (30) days prior to the annual general meeting, invite nomination for executive officers. Where applicable, the election committee may canvas among eligible members for executive offices.
14.04
Every candidate for an executive office must be nominated by two (2) other members who satisfy at least section 4.01 and 5.01(a) and has participated in about 30% of the activities of the Society at each ordinary, extraordinary or annual general meeting of the Society.
14.05
Election of officers shall be by simple majority.
14.06
The tenure of executives shall be for two years. Any member of the executive can be re-elected for the same position for additional two year tenure. No member of the executive shall hold an office more than two consecutive tenure without leave of absence. This notwithstanding the association by the powers of these bylaws could use section 14.07 of these bylaws to allow tenure extension
14.07 Leave of Absent
Under extreme circumstance the association may satisfy section 14.06 of these bylaws by invoking leave of absent. The leave of absent requires a member of executive to step aside from his position for a period not exceeding two months. This leave will satisfy the discontinuity sort by section 14.06, allowing the association to call a by-election, hence making it possible for the member to reoffer.
15.00 - Removal and Resignation from Office:
15.01
If a motion requesting for the removal or resignation of member(s) of the executive is passed during a general meeting, the executive shall be mandated to summon a special meeting to treat that motion.
If, during the special meeting, fifty-one per cent (51%) of the members of the Society, present at that meeting, vote in support of the removal or resignation of the executive or any member of the executive, it or he/she must do so and a new election shall be held within two weeks to fill the vacant position(s), during which time the outgoing member(s) of the executive shall be suspended. The outgoing member(s) of the executive shall be eligible for re-election.
15.02
Any member of the executive or any other position in the Society may be removed from office by a motion passed by a simple majority of members present. Any position thus opened shall be considered vacant.
15.03
All resignations of officers and appointees of the Society shall be made in a written notice, addressed to the President, to be submitted at a regular meeting of the Society for action thereon. In case of the President, such notice shall be addressed to the vice-President.
15.04
Should a vacancy occur in the executive or any other position, a separate by-election shall be held to fill that position.
15.05
Any member of the Society who has been convicted of criminal offence by the law shall not hold any position in the society until such member receives absolute pardon.
16.00 - Powers of Officers
16.01
The management of the activities of the Society shall be vested in the officers who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by statute expressly directed or required to be exercised or done by the Society in general meeting.
16.02
The officers may hold as many meetings as the business of the Society may require, which meetings shall be called by the secretary orally or in writing to each officer within a reasonable amount of time before the meeting is to take place, but non-receipt of such notice by any officer shall not invalidate the proceedings of any meeting of the officers.
16.03
The President or, in his/her absence, the Vice-President shall preside over the officers' meeting.
16.04
The president shall be entitled to vote as a member of the Committee and, in the case of an equality of votes, he/she shall have a casting vote in addition to vote to which he/she is entitled as a member of the Committee. When a meeting is presided over by the Vice-President, he/she shall have the casting vote.
16.05
The President, financial secretary and the Treasurer of the Society shall have the power to make and execute, on behalf of the Society, any deed, lease, mortgage or other instrument relating to the real and personal property of the Society.
17.00 - Duties of Officers
17.01
The President of the Society is responsible:-
(a) As official spokesperson for the Society.
(b) As the senior representative of the Society.
(c) To see that all duties of the Executive members, whether explicitly defined in these by-laws or not, are properly carried out.
(d) To perform any other duties which the Society may from time to time request.
17.02
The Vice-President of the Society is responsible:-
(a) To function as the President of the Society in the absence of the President.
(b) To assist the President in fulfilling aspirations of the Society.
(c) To perform any other duties which the Society may from time to time request.
17.03
The Treasurer of the Society is responsible:-
(a) To keep an accurate and careful account of all monies received and disbursed by the Society.
(b) For the distribution of monies for approved spending and for the receipt of monies for the Society from persons and/or organizations inside or outside of the Society.
(c) To allow his/her books to be subject to inspection by the members of the Society at all times, with due notice, and to surrender, to his/her successor, all books, papers, monies and any other property of the Society at the end of his/her term of office.
(d) For all monies of the Society during his/her term of office.
(e) To pay back to the Society, any money owing the Society due to unauthorized spending during his/her term of office.
(f) To perform any other duties which the Society may from time to time request.
(g) All monetary transactions shall be evidenced with receipts.
(I) for keeping all bank records and books of the society
17.04
The Financial Secretary is responsible:
(a) To present financial statements of the Society to the membership at the annual general meeting.
(b)To keep an accurate and careful account of all monies received and handed over to the treasurer.
(c) To make a written quarterly report to the Society of all receipts and disbursements.
(d) To allow his/her books to be subject to inspection by the members of the Society at all times, with due notice, and to surrender, to his/her successor, all books, papers, monies and any other property of the Society at the end of his/her term of office
(e)To pay back to the Society, any money owing the Society due to unauthorized spending during his/her term of office
(f)To perform any other duties requested by the Society.
17.05
The secretary shall:
(a) Be responsible for the recording and circulating of the minutes.
(b) Be responsible for the circulation of agenda prior to the meetings.
(c) Handle the correspondence of the Executive and the Society.
(d) Handle the general office duties.
(e) Perform any other duties, which the Society may from time to time request.
(f) Hand over all materials at the conclusion of his/her term.
17.06
The Public Relations Officer of the Society is responsible:-
(a) For liaison between the Society and the public.
(b) For publication of all functions of the Society.
(c) To assist the secretary during his/her absence.
(d) To perform any other duties requested by the Society.
17.07
Accountability and Transparency
18.00 - Audit Of Accounts
18.01
There shall be an auditor of the Society who shall be appointed annually by the members of the Society at the ordinary or annual general meeting. On failure of the members to appoint an auditor, the Executive may do so.
18.02
The Executive shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and an operating account. The auditor shall make a written report to the members upon the balance sheet and the operating account and, in every such report shall state whether, in their opinion, the balance sheet is a fair and full balance sheet properly drawn so as to exhibit the true and correct position of the Society's affairs and every 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 general meeting in each year as required by law.
19.00 - Repeal and Amendment Of By-Laws
19.01
The Society has power to repeal or amend any of these by-laws by a lawful resolution.
20.00 - Directors
20.01
There shall be a Board of Directors of not less than three (3) and not more than five (5) members.
20.02
The members of the Board of Directors shall be nominated by the Executive Committee, but they shall not assume office until approved by the members in general meeting.
20.03
The first members of the Board of Directors shall be nominated and approved by the subscribers of the Memorandum of Association and the By-Laws herein.
20.04
A Director shall hold office for three (3) years, and shall be eligible for re-nomination.
20.05
The function of the Board of Directors shall be advisory in all matters relevant to the Society.
20.06
The President and Secretary of the Executive Committee shall be Ex-officio members of the Board but shall not carry any vote and shall not be eligible for election as President or Vice-President of the Board.
20.07
The members of the Board shall elect a President and Vice-President from amongst themselves, to preside over the meetings of the Board.
21.00
Code of Conducts
22.00 - Miscellaneous
22.01
The Society shall file with the Registrar, with its annual Statement, a list of its members of the Executive Committee and of the Board of Directors, with their addresses, occupations and dates of appointment or election, and notify the Registrar of any change of a member of the Executive Committee or of the Board of Directors, within fourteen (14) days of such change.
22.02
The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen (14) days after the resolution passed.
22.03
There shall be a seal of the Society which shall at all time be in the custody of the Secretary, and which may be affixed to any document upon resolution of the Executive Committee or the Board of Directors or both.
22.04
The borrowing powers of the Society shall not be exercised, save by special resolutions of the members in general meeting.
22.05
If a member is going to be absent from the province for a period of 12months and above, the member is required to write officially to the society and the society will deliberate on whether to waive his/her financial obligations with the exception of the annual due.
22.06
Any other exceptions from financial obligations will be referred to the members for deliberations and approval
Bye-Law reviewed on April 10th by elected committee
The committee recommends that a legal practitioner reviews the bye-law to ensure that it complies with the rule of law.