(c)         “Special Resolution” means a resolution to amend the By-Laws passed by not less than ¾ (three-fourths) of such members in attendance at the meeting to discuss the “special resolution”.

1. Any resident of Lake of the Woods subdivision as defined in Appendix ‘B’ who is 18 years of age or older, and
2. Is a resident of a Household that contributes annually to the support of the Society by the payment of dues as established in Appendix ‘B’.
3. No other formal admission to membership shall be required and the entry in the Register of Members by the Treasurer of the name and address of any individual shall constitute an admission to membership in the Society.
4. Membership in the Society shall cease by notice in writing to the Society, he/she resigns, or if he/she ceases to qualify for membership in accordance with these by-laws.

2.      A special general meeting of the Society may be called by the Chairman and shall be called by the Directors if requested in writing by five members of the Society.

3.      At least seven (7) days’ notice of a general meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business shall be given to the members. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.

c.       General discussion of current calendar years’ planned activities and the assignment of a Team Leader for each planned activity. If a Team Leader does not come forward within 2 months of planned activity, the Board of Directors has the right to cancel such activity.

5.      No business shall be transacted at any general meeting of the Society, unless a quorum of members is present at the commencement of such business. A quorum shall consist of a minimum of twenty members with a minimum of four Directors of which at least one Director is an Executive Officer.

6.      If within one half hour from the time appointed for the meeting, a quorum of members is not present, the meeting if called upon the request of 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.

7.      The Chairman, or in his/her absence, the Vice-Chairman or in the absence of both of them, any member appointed from among those members present shall preside as chairperson at general meetings.

8.      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 shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour or against such resolution.

9. If a poll is demanded, the same shall be taken in such a manner as the chairperson may prescribe and the result of such a pole shall be deemed to be the resolution of the society in general meeting.

 

1. The minimum number of Directors shall be eight (8), (four Executive Officers and four Street Representative Directors), the maximum number of Directors shall be fifteen.
2. Any member shall be eligible to be elected Director.
3. The immediate Past Chairman shall be an Advisory Director.
4. The members shall vote to fill the following positions at a General Meeting held for the purpose of representative selection;
   1. A Chairman, a Vice-Chairman, a Treasurer and a Secretary (can be a combined role), who shall be Directors/Executive Officers of the Society, and;
   2. The board shall consist of a minimum of 4 and a maximum of 10 Street Representative Directors. The specific area of representation within the community will be determined by the Board members.
5. Following the meeting at which an election is held, a transition period of twenty-one (21) days shall occur. The then outgoing Chairman may choose to assume the position of Advisory Director, for the purpose of providing continuity. All non re-elected Directors shall retire from office twenty-one (21) days after the election meeting. All Directors are eligible for re-election.
6. In the event that a Director resigns his/her office or ceases to be a member of the Society, the Board of Directors may, through a favourable minimum vote of 60% of the remaining Board members, fill the vacancy created for the unexpired portion of the term, from the members of the Society. The exception being the office of Advisory Director, which if vacated cannot be filled until the then current Chairperson moves into the role.
7. In the event that insufficient candidates come forward to fill all ten (10) Street Representative Director positions at the general meeting held for the purpose of election of same, the Board of Directors may through a favourable minimum vote of 60% of the existing Board members, fill the vacancies as and when they determine to be appropriate for the unexpired duration of the Boards term of office.
8. Association members will be notified in writing within 60 days, when the Board of Directors fill positions as allowed in the preceding items.
9. The Society may by special resolution, remove any Director before the expiration of the period of office and appoint another person in his/her place for the unexpired portion of the term of office.
10. Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the Chairman. Notice of all other meetings, specifying the time and place shall be given either orally or in writing to each Director within a reasonable time before the meeting, but non-receipt of such notice by any Director shall not invalidate the proceedings at any meeting of the Board of Directors.
11. No business shall be transacted at any meeting of the Board of Directors unless more than one half of the Directors are present and which at least two members are Executive Officers at the commencement of such business. Decisions at Board of Directors meetings are to be based on a majority vote of more than fifty percent (50%) of those in attendance.
12. The Chairman or in his/her absence the Vice-Chairman or in the absence of both of them, any Director appointed from among those Directors present shall preside as Chairperson at the meeting of the Board.

1. The management of the activities of the Society shall be vested in the Directors. Who, in addition to the power 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.

2.      The Board of Directors may establish and delegate any of their powers to committees consisting of such Directors, Society members or such persons as they think fit and may from time to time revoke such delegation. Any committee so formed shall in the exercise of the powers so delegated, conform to any regulation or direction that may be imposed upon it by the Directors.

1. The officers of the Society shall be a Chairman, a Vice-Chairman, a Treasurer and a Secretary.
2. The Chairman shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him/her by the Board of Directors.
3. The Vice-Chairman shall, at the request of the Board, and subject to its directions, perform the duties of the Chairman during the absence, illness or incapacity of the Chairman or during such period as the Chairman may request him/her to do so.

3. The Secretary of the Society shall keep minutes of the meetings of members and Directors and shall perform such other duties as may be assigned to him/her by the Board.

4.      The Treasurer shall receive all monies; issue cheques for payment or authorized expenditures; report at all meetings of members and Directors the state of the finances and submit books for audit when required to do so.

1.      The auditor of the Society shall be appointed annually by the members of the Society at the annual general meeting as recommended by the Board of Directors. The auditor shall not be a Director of the Society. On failure of the members to appoint the nomination, an alternate recommendation will be requested of those in attendance.

2.      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 Income Statement. The auditors shall make a written report to the members upon the Balance Sheet and Income Statement and, in every such report, he/she shall state whether, in his/her 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. Such a report shall be read at the annual general 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.

1. The Society shall file with the Registrar an Annual Financial 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, notifying the Registrar of the change.
2. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
3. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
4. Preparation of minutes, custody of books and records, and custody of the minutes of all meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.
5. Any member may inspect the books and records of the Society, at a reasonable hour, within two days prior to the annual general meeting at the registered office of the Society.
6. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by any two of the Chairman or Vice-Chairman or the Treasurer or otherwise as prescribed by resolution of the Board of Directors.
7. The borrowing powers of the Society may be exercised by special resolution of the members.
8. Executive Officers are empowered to incur miscellaneous minor expenses up to $100.00 with verbal approval of one other Executive Officer.
9. 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 a director, when the possibility of a conflict is realized
10. A conflict of interest does not prevent a member from serving as a director provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.
11. 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.

Membership dues are required to be paid by a resident on behalf of each household within the Lake of the Woods Subdivision as defined in Appendix ‘A’ to allow those residents 18 years of age and older to have voting privileges within the Society.

Membership dues are payable at any time during the calendar year, but must be paid prior to having voting privileges at the annual general meeting or any other general or election meetings held during the calendar year. Paid households will be entitled to a reduced fee to attend Society sponsored events.

2.      Monitor adherence to the By-Laws with respect to memberships meetings, conduct of business, execution of power and authority, auditing of accounts, etc.

3.      Call for and Chair Executive meetings and annual meetings and other general meetings as required and the election meeting at the end of his/her term of office.

6.      Ensure that an election meeting is held at least 3 weeks (but not more than 4 weeks) prior to the end of the term of office to ensure a smooth transition.

2.      Assist in the preparation of meetings by booking a meeting room at a local facility and communicating the meeting information to all elected Directors and when appropriate, posting information on the subdivision bulletin board.

4.      During the last three months of his/her term of office as Vice-Chairman, actively pursue potential candidates to submit their names for election for the various positions that will be up for election.

6.      At the end of the term of office of Vice-Chairman, assume the position of Chairman, or in the event that he/she cannot commit to the new position, find candidates to run for the office of Chairman at the next election meeting.

3.      Maintain the Society’s financial records and arrange for same to be provided to the selected Auditor for the annual preparation of the required financial statements and balance sheets for submission to the Registry of Joint Stocks.

3.      Be the official “Registered Agent” for the Society, for the purposes of correspondence with the Nova Scotia Registry of Joint Stocks.

6.      Maintain custody of the seal of the Society, meeting minutes, records and books pertaining to the operation and control of the Society.

2.      Communicate with and distribute to residents copies of meeting minutes, questionnaires, newsletters, directories, etc., as may be required (within one week of receipt of same so that information is current).

3.      Elected Street Reps may at their discretion appoint assistants to help with the distribution of the above information, but in doing so, still holds full responsibility for all aspects of the function.

5.      Collect dues, provide receipts upon request for same, and turn monies collected with receipt copies over to the Treasurer (or designated alternate Executive Officer) within two weeks of collection.

The Association may support the homeowners on the private roads of Lake of the Woods Subdivision in any actions that they may wish to take relating to maintenance and service of those roads by the Province of Nova Scotia and HRM but cannot represent those homeowners in such discussions or negotiations.