By-Laws of the ECIANS

1.   In these by-laws unless there be something in the subject or context inconsistent therewith

        ( a)   “Society” means Early Childhood Interventionists Association of Nova Scotia.

 

        (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 an annual general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

(d)  "Early childhood  intervention" means the provision of specialized services to families of young children between birth and school entry who have a diagnosis of developmental delay or are at risk for such delay.

(e)  "Early childhood interventionist" means a member who has the professional credentials to work with young children with developmental delays in partnership with their families and various community based professionals in a provincial Early Childhood Intervention Program.

(f)  "Member" means a person who is registered in the Registry of Members.

(g)    "Register" means the Registry of Members pursuant to these bylaws.

(h)    “Member at large” means a Director who is elected from any region of the province and is in addition to Regional Directors who are elected from specified regions.

(i)    “Standards and Guidelines” means provincially recommended policy and practice manual, issued by Nova Scotia Department of Community Services.

MEMBERSHIP

2.  The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none other, shall be members of the Society, and their names shall be entered in the Registry of Members accordingly.

3.      For the purposes of registration, the number of members of the Society is unlimited.

4.      Every active member of the Society shall be entitled to attend any annual general meeting of the Society and to vote at any annual general meeting of the Society and to hold any office, but there shall be no proxy voting.  Every associate member of the Society shall be entitled to attend any annual general meeting of the Society but shall not be entitled to vote at any annual general meeting of the Society and shall not be entitled to hold any office.

5.      Only Directors shall be entitled to attend regular meetings of the Board of Directors and to vote at regular meetings of the Board of Directors.

6.      Membership in the Society shall not be transferable.

7.      The following shall be admitted to Active Membership in the Society:

Any individual who has been employed as an early childhood interventionist in an Early Childhood Intervention Program in Nova Scotia for twelve consecutive months

8.   The following shall be admitted to Associate Membership in the Society:

 Any individual who has/had been employed as an early childhood interventionist for 5 years or more

9.  Individuals seeking membership to the Society shall submit an application stating name, address, place of employment.  The application shall be reviewed by the Board of Directors of the Society for approval for entry to membership.  Approval for membership shall be based on Article 7 or 8.

10.  Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, s/he resigns her/his membership, or if s/he ceases to qualify for membership in accordance with these by-laws, or if s/he ceases to be a member in good standing.

FISCAL YEAR

 

11.  The fiscal year of the Society shall be the period from April 1st to March 31st.

          (a)  The annual general meeting of the Society shall be held within three            months after the end of each fiscal year of the Society.

(b)  An extraordinary general meeting of the Society may be called by the Chairperson or by the directors at any time, 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 Society.

12.  (a) A minimum of seven days’ notice of a regular meeting, specifying the place, day, hour and agenda of the meeting and, in the case of special business, the nature of such business, shall be given to the members.

(b)  A minimum of thirty days’ notice of an annual general meeting, specifying the place, day, hour and agenda of the meeting shall be given to the members and the general public.

13.  At each annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

Minutes of preceding annual 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;
Election of directors for the ensuing year;
Election of officers;
Appointment of Auditors.
Determination of Membership Fee for ensuing year.

All other business transacted at an 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 Society.

14.(a) No business shall be transacted at any Board of Directors’ meeting of
the Society unless a quorum of members is present at the
commencement of such business and such quorum shall consist of fifty
per centum (50%) of the Directors plus 1.

(b) No business shall be transacted at any annual general meeting of the
Society unless a quorum of members is present at the commencement
of such business and such quorum shall consist of ten per centum
(10%) of the membership plus 1.

15. 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 dissolved. In any 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.

16. (a) The Chairperson of the Society shall preside as Chairperson at
every annual general meeting of the Society;

(b) If there is no Chairperson or if at any meeting he is not present at the time of holding the same, the Vice-Chairperson shall preside as Chairperson;
(c) 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.

17. The Chairperson shall have no vote except in the case of an equality of votes. In the case of an equality of votes, s/he shall have a casting vote.

18. The Chairperson may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, 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.

19. At any 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 Society 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.

20. If a poll is demanded in manner aforesaid, the same shall be held such in a manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.

VOTES OF MEMBERS

21. Every active member shall have one vote and no more.

DIRECTORS

22. Unless otherwise determined by annual general meeting, the number of Regional Directors shall be not be less than five or more than ten. The Regional Directors shall be elected from the active membership at the annual general meeting. There shall be two Regional Directors from the western region, two Regional Directors from the central region, two Regional Directors from the eastern region, two Regional Directors from the northern region of Nova Scotia plus two Members at Large. The subscribers to the Memorandum of Association of the Society shall be the first Regional Directors of the Society.

23. Members at Large shall be elected from the active membership by members at each annual general meeting of the Society.

24. (a) The term of office shall be two (2) or (3) years. Terms will be
staggered to ensure continuity of positions.

(b) The maximum number of consecutive terms in each position shall be
two (2) terms.
(c) The maximum number of consecutive terms each member of the
Board of Directors may serve shall be four (4).

25. (a) Election of Regional Directors

i. The election of the Regional Directors shall be conducted during the annual general meeting. This election shall take place every two years, alternating with the election of the Members at Large.
ii. The Regional Directors shall be elected from the active membership.
iii. There shall be two Regional Directors from the western region, two Regional Directors from the central region, two Regional Directors from the eastern region, two Regional Directors from the northern region of Nova Scotia plus two Members at Large.
iv. The subscribers to the Memorandum of Association of the Society shall be the first Regional Directors of the Society.
v. Members may request election by a show of hands or secret ballot.

(b) Election of the Members at Large

vi. Election of two Members at Large shall take place at the annual general meeting. This election shall take place every two years alternating with the election of Regional Directors. At the first annual general meeting of the society, two Members at Large shall be elected for a one-year term.
vii. The Members at Large shall be elected from the active membership.
viii. Members at Large may be elected from any region of the province.
ix. Members may request election by a show of hands or secret ballot.

26. At the first annual general meeting of the Society, all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.

27. In the event that a director resigns his office or ceases to be a member in the Society, whereupon his office as director shall 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 Society.

28. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held office if he had not been removed.

29. (a) Meetings of the Board of Directors shall be held at least quarterly or more frequently as the business of the Society may require and shall be called by the Secretary. A meeting of directors may be held at the close of every annual general meeting of the Society 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.

(b) No business shall be transacted at any meeting of the Board of Directors unless at least 50% +1 in number of the directors are present at the commencement of such business.

30. 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
a. upon nomination, and
b. if serving as a director, when the possibility of a conflict is realized.

31. A conflict of interest does not prevent a member from serving as a director provided that s/he withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.

32. Directors and officers 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.

POWERS OF DIRECTORS

33. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities of these by-laws, or otherwise expressly conferred upon them, may do all such acts as may be exercised by the Society. In particular, the directors shall have power to engage a coordinator and to determine his/her duties and responsibilities and his/her remuneration. The coordinator shall refer to the Provincial Standards and Guidelines as a baseline for recommended practice.

OFFICERS

34. The officers of the Society shall be a Chairperson, a Vice-Chairperson, a Treasurer and a Secretary.

35. The members shall elect one of their active members to be the Chairperson of the Society. The Chairperson shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him by the members from time to time.

36. The members may also elect from their active members a Vice-Chairperson. The Vice-Chairperson shall, at the request of the members and subject to its directions, perform the duties of the Chairperson during the absence, illness or incapacity of the Chairperson, or during such period if the Chairperson may request him to do so.

37. (a) The members shall elect one of their active members to be the secretary of the Society. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.

(b) 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.

38. The members shall elect one of their active members to be the treasurer of the Society. The Treasurer shall maintain the financial records of the Society. The Treasurer shall provide a balance sheet at each meeting of the Board of Directors, and an annual balance sheet at the annual general meeting.

AUDIT OF ACCOUNTS

39. The auditor of the Society shall be appointed annually by the members of the Society at the annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.

40. The Treasurer of the Society 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 operating account. The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, s/he shall state whether, in her/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.

MISCELLANEOUS

41. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.

42. The Society 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.

43. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.

44. The 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.

45. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chairperson or the Vice-Chairperson and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.

46. The borrowing powers of the Society may be exercised by special resolution of the members.