Highland Park Ratepayers Association Memorandum and Bylaws
The following was taken from 'Memorandum of Association of the Highland Park Ratepayers Association dated March 01, 1977'
The name of the Society is the Highland Park Ratepayers Association
The objects of the Society are:
to bring together the members of the Highland Park Community for the purpose of promoting Community betterment and in particular, to organize members in a body dedicated to the advancement and orderly development of the Community;
to advise Federal, Provincial, and Municipal Governments, Agencies and Organizations in the furtherance of the objectives of the Association, particular with reference to the following;
road development and maintenance,
other essential services
to acquire by way of grant, gift, purchase, bequest, devise, or otherwise, real and personal property and to use and apply such properties 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 objectives of the Society. PROVIDED that nothing herein contained shall permit the Society to carry on any trade, industry, or business and the Society shall be carried on without purpose of gain to any of the members and that any surplus or any accretions of the Society shall be used solely for the purposes of the Society and the promotions of it objects. PROVIDED, further, that if for any reason the operations of the society are terminated or are wound up, or are dissolved and there remains, at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada, having objects similar to those of the Society.
The activities of the Society are to be carried on at Community meeting places in the Highland Park vicinity, Halifax County, Nova Scotia.
The registered office of the Society is at Compartment 39, Site 103, RR 1, Bedford, NS B0N 1B0
The document was signed by 13 founding members on March 01, 1977 For a copy of the original document please contact the Chairperson or Treasurer
Bylaws of the Highland Park Ratepayers Association (March 1991)
In these bylaws unless there be something in the subject or context inconsistent therewith:
?Association? means Highland Park Ratepayers Association.
?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 two-thirds of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
?Ratepayer? means any person resident within the area defined in paragraph 1.
having reached the age of majority who is also directly or indirectly related in respect of real or personal property within the area defined in paragraph 1.
and his/her legal spouse.
?Highland Park Community? is that area defined in Appendix A and as may be amended, from time to time, by a special resolution.
The Memorandum of Association remains in its originality with the exception of paragraph 4. ?Registered Office of the Society?. This item is amended to read 1 Old Mill Road, R.R. #2, Bedford, N. S. B4A 3Y1.
Such persons as shall be admitted to membership in accordance with these bylaws, and none others, shall be members of the Association.
No formal admission to membership shall be required and all ratepayers within The Highland Park Community, as defined in paragraph 1. shall automatically be members of the Association. and none others.
The number of members of the Association is unlimited.
Every member of the Association shall be entitled to attend any meeting of the Association and to vote at any meeting of the Association and to hold any office.
Membership in the Association shall not be transferable.
Membership in the Association shall cease upon the death of member, or if, by notice in writing to the Association, s/he resigns his/her membership, or is s/he ceases to qualify for membership in accordance with these bylaws.
FISCAL YEAR The fiscal year of the Association shall be the period from 1 January in any year to the 31 December in the same year inclusive.
The Ordinary or Annual General Meeting of the Association shall be held within three months after the end of each fiscal year of the Association.
An extraordinary general meeting of the Association may be called by the Chairperson or by the Directors at anytime, and shall be called by the Directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Association.
At least three days notice of the meeting, specifying the place, day and hour of the case of special business, the nature of such business, shall be given to the members. Notice shall be given in writing either by sending it through the post in a prepaid notice addressed to each member at his/her last known address or by hand delivery. The non-receipt of any notice by any member shall not, invalidate the proceedings at any general meeting.
At each Ordinary or Annual General Meeting of the Association, the following Items of business shall be dealt with and shall be deemed to be ordinary business:
Minutes of preceding general meeting;
Consideration of the annual report of the Directors;
Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;
Consideration of expenditures for the current year;
Election of Directors for the current year;
Appointment of Auditors. All other business transacted at an Ordinary or Annual General Meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Association.
No business shall be transacted at any meeting of the Association unless a quorum of members is present at the commencement of such business and such quorum shall consist of twenty-five (25) members.
If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members , shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
The Chairperson of the Association shall preside as Chairperson at every general meeting of the Association:
If there is no Chairperson or if at any meeting s/he is not present at the time of Holding the same, the Vice-Chairperson shall preside as Chairperson for that meeting.
If there is no Chairperson or Vice-Chairperson or if at any meeting neither the Chairperson nor the Vice-Chairperson is present at the holding of the same, the members present shall choose someone of their number to be Chairperson for that meeting.
The Chairperson shall have not vote except in the case of an equality of votes. In the case of an equality of votes, the Chairperson shall have a casting vote.
The Chairperson may, with the consent of the meeting, adjourn any meeting from place to place, but no business shall be transacted at any adjourned meeting, to other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the book of proceedings of the Association shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.
If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the Association in general meeting.
Any resolution carried at any meeting of the Association may be delayed if a petition requesting same, and signed by a number of people equivalent to that number present at the respective meeting or to the number who voted in favour of a resolution in those cases where a count was taken, is submitted to the Secretary of the Association within fifteen (15) days of the meeting. Such petition will halt all progress on the original resolution until addressed as a special resolution at a special meeting. VOTES OF MEMBERS
Every member shall have one vote and no more. DIRECTORS
Unless otherwise determined by general meeting, the number of Directors shall not be less than six.
An member of the Association shall be eligible to elected a Director of the Association.
Directors shall be elected from and by the members at each Ordinary or Annual General Meeting of the Association and shall sever a term of three (3) years.
The Directors shall be elected with due consideration to equal representation for all areas of the Highland Park Community. To that end, the Board of Directors shall be empowered to divide the Highland Park Community into areas solely for the purposes of the election of Directors. Each area shall fall within the boundaries of the Highland Park Community as defined in Appendix A and the entire Highland Park Community shall be covered by the sum of the areas. The Board of Directors, to the best of their ability, shall define these areas so as to allow equal Representation of the membership of the Association by its Board of Directors.
At each Ordinary or Annual General Meeting of the Association, the Directors who have completed their three (3 ) year term of office shall retire from office but shall have hold office until the dissolution of the meeting at which their successors are elected and retiring Directors shall be eligible for re-election.
In the event that a Director resigns his/her office or ceases to be a member of the Association, whereupon his/her office as Director shall be ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Association.
The association may, by special resolution, remove any Director before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall hold office during such time only as the Director in whose place s/he is appointed would have held office if s/he had not been removed. MEETINGS OF THE BOARD OF DIRECTORS
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. A meeting of Directors may be held at the close of every Ordinary or Annual General Meeting of the Association without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.
No business shall be transacted at any meeting of the Board of Directors unless at least one-third in number of the Directors are present at the commencement of such business.
The Chairperson or, in his/her absence, the Vice-Chairperson or, in the absence of both of them , any Director appointed from among those Directors present shall preside as Chairperson at that meeting of the Board.
The Chairperson shall be entitled to vote as a Director and, in the case of an equality of votes, s/he shall have a casting vote in addition to the vote to which s/he is entitled as Director.
All business of the Board of Directors considered to be of a confidential nature shall be entreated in a confidential manner. POWERS OF DIRECTORS
The management of the activities of the Association shall be vested in the Directors 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 my be exercised or done by the Association and are not hereby or by Statute expressly directed or required to be exercised or done by the Association in general meeting. In particular, the Directors shall have power to engage a co-ordinator and to determine his/her duties and responsibilities and his/ her renumeration. The Directors may appoint an Executive Committee, consisting of the officers and such other persons as the Directors decide. OFFICERS
The officers of the Association shall be a Chairperson, a Vice-Chairperson, a Treasurer and a Secretary. The offices of the Treasurer and Secretary may be combined.
The officers shall be elected annually at the first Board Meeting following the Ordinary or Annual General Meeting . The former officers shall hold office until the close of that same meeting.
The Chairperson shall have general supervision of the activities of the Association and shall perform such duties as may be assigned to his/her by the Board of Directors from time to time.
The Vice-Chairperson shall, at the request of the Board and subject to its directions, perform the duties of the Chairperson during the absence, illness or incapacity of he Chairperson, or during such period as the Chairperson may request him/her to do so.
There shall be a Secretary of the Association who shall keep the minutes of the meetings of members and Directors and shall perform such other duties as may be assigned by the Board. The directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws be deemed to be the Secretary.
There shall be a Treasurer of the Association who shall keep record of all financial transactions conducted by the Association and by the Board of . Directors on behalf of the Association.
AUDIT OF ACCOUNTS The auditor of the Association shall be appointed by the members of the Association at the Ordinary or Annual General Meeting and, on failure of the members to appoint an auditor, the Directors may do so.
The Association shall make a written report to the members as to the financial position of the Association and the report shall contain a balance sheet and operating account. The auditors shall make a written report to the members upon the balance sheet and state whether, in their opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Association and properly drawn up so as to exhibit a true and correct view of the Association?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. REPEAL AND AMENDMENT OF BYLAWS
The Association has the power to repeal or amend any of these bylaws by a special resolution passed in the manner prescribed by law. MISCELLANEOUS
The Association shall file with the Registrar with its Annual Statement a list of its Directors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of Directors, notify the Registrar of the change.
The Association shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
The seal of the Association shall be in the custody of he Secretary and may be affixed to any document upon resolution of the Board of Directors.
The Chairperson of the Board of Directors will be registered with the Registrar of Joint Stocks as the Agent for the Society.
Preparation of minutes and custody of the minutes of all the meetings of the Association and of the Board of Directors along with all correspondence shall be the responsibility of the Secretary.
Preparation and custody of the books and records of the Association shall be the responsibility of the Treasurer and may be inspected by any member of the Association at any reasonable time with advance notification, at the normal place of residence of the Treasurer, or in their absence, at the normal residence of the Chairperson.
The financial statements of the Association may be inspected by any member, at any reasonable time within ten days prior to the Annual General Meeting, at the residence of the Treasurer, or, in the event of the Treasurer's absence, the normal residence of the Chairperson.
Contracts, deeds, bills of exchange and other instruments and documents are to be executed on behalf of the Association by at least two of the Officers of the Board of Directors.
All accounts of the Association which have been approved for payment by the Board for payments by the Board are to be executed by two members of the Executive Committee of the board of Directors. All receipts for same are to be retained by the Treasurer.
The borrowing powers of the Association may be exercised by special resolution of the members.
The Board of Directors shall annually before the first day of February, make estimates of al sums which are required for the lawful purposes of the Association for the then current year after crediting the probable revenue from all sources other than rates and making due allowance in such estimates for the abatement and losses which may occur in the collection of the taxes and for taxes for the current year which may not be collected or collectible. The Board of Directors shall request of the Halifax County Council of the Municipality of Halifax County the levying and collecting of a rate or rates of so much on the dollar on the assessed value of the property in the area defined in Appendix A as shown on the then current assessment roll as the Halifax County Council deems sufficient to raise the sum required to defray the expenditures of the Association for the then current year and any deficit from any preceding year. The amount so rated upon each ratepayer shall be collected in the same manner as Municipal rates and taxes with the same rights and remedies in the event, of default of payment. Such request is subject to approval at each Ordinary or Annual General Meeting.
Where a rate roll is so furnished to the Municipal Clerk the sums levied in accordance with the provisions of this Section shall (after making such allowances as may be agreed upon by the Board of Directors and the Municipal Clerk for the abatement, losses, expenses and commissions which may occur in the collection of the rates and for rates for the current year which may not be collected or collectible) be paid over by the treasurer of the Municipality to the Board of Directors in installments from time to time upon the requisition of the Board of Directors on or before the first day of September in each year.
APPENDIX A For the purposes of these bylaws, the Highland Park Community consists of all those commercial, residential and other types of properties located on Northwood Road and Rockcliffe Crescent and located on all streets connected to the aforementioned streets, and all streets connected to these directly or indirectly, to include all streets within the Community. This includes, but is not limited to Northwood Road, Kimara Drive, Chalamont Drive, Old Hammonds Plains Road, Sylvania Terrace Timberlane Terrace, Pinetree Crescent, Kingsway Road, Sunnyview Terrace, Old Mill Road, Lakeview Terrace, Westwind Drive, Park Terrace, Kingsmere Road, Southwood Road, Juniper Terrace, Greenhill Road, Deepwood Drive, Wynward Avenue, Rising Sun Trail, and all other existing and future streets connected either directly or indirectly to these aforementioned streets.