Board Of Directors
Jill Sinclaire, Bar and Controls
Kelly Mercer, Bar and Controls
Committee Members at Large:
Bay Road Community Hall Association
Estabrooks Community Hall (ECH)
By – Laws
Mission Statement : Estabrooks Community Hall services and supports the Lewis Lake & surrounding communities by maintaining recreation facilities, hosting events and organizing activities for all community members young and old alike.
The ECH is made up of community members who are committed to conserving, preserving and improving the quality of community life.
1. a. Association means Estabrooks Community Hall.
b. 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 three-forth* of such members entitles to vote as are present 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.
Board Of Directors
2. Board members are elected by members at annual general meetings of the centre unless in times of resignation or absolving of positions then the board has re elections.
3 .Once elected; the chairperson, secretary, treasurer and any persons elected at large are to serve a term of 4 years and can serve up to 3 consecutive terms if re-elected.
A.) If a person is not able to fulfill their position due to illness, incapacity or workload outside the Centre and/ or fail to attend 4 consecutive meetings their position will be absolved by the Board.
4.The responsibility for the management of the activities of the ECH shall rest with the directors who, in addition to the authorities and responsibilities outlined by the bylaws or otherwise expressly conferred upon them, may exercise, within the limits of the law, all powers as may be required by the ECH to achieve its purposes. In particular, the directors shall have power to set policy to guide the management of the ECH, engage staff, and to determine their duties, responsibilities. The directors may appoint an executive committee and other committees consisting of directors and /or other such persons as required.
5. The officers of the ECH shall be a chair, a secretary and a treasurer. The offices of secretary/treasurer can be combined.
6. The chair shall be responsible for the effectiveness of the Board Of Directors and shall perform such other duties as may be assigned by the Board from time to time.
7. The secretary shall be responsible for the minutes of the meetings of members and directors, and shall perform such other duties as may be assigned.The minutes of all the meetings of the ECH and other legal books and records of the Board of Directors shall also be the responsibility of the secretary.
8. The treasurer of the ECH is responsible for overseeing financial management practices, insuring that the Directors understand the financial situation of the ECH and may carry out other such duties as the Board assigns.
Directors Meetings (Board Meetings)
9. Meetings of the Board of Directors shall be held as often as the business of the ECH may require which will be by the 15th of each month excluding summer holidays due to people being away. A meeting of directors may be held at the close of every ordinary or annual general meeting without notice. Special board meetings may be called by the directors. If notice is required it shall specify the time and place thereof and shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place.
10. No business shall be transacted at any meeting of the Board of Directors unless 3/5 of the directors are present at the commencement of the meeting.
11. The chair shall preside at the meetings of the Board.
12. At a directors meeting, the chair shall have a vote. In case of an equality of votes, the motion shall be lost.
13. At the annual general meeting of the ECH the following items of business shall be dealt with and shall be deemed ordinary business:
a. minutes of the previous annual general meeting;
b. consideration of the annual report of the directors and other reports;
c. consideration of the annual fiscal financial report of the ECH;
d. election of directors if term is up or a vacant seat;
14. The fiscal year of the ECH shall be the period from April 1st of one year then to March 31st of the following year.
Audit of Accounts
15. The directors are responsible for insuring that all members receive annually a written report on the financial position of the ECH .This statement shall be in the form of a balance sheet showing the particulars of its liabilities and assets ,and a statement of its income and expenditures for the past year. A copy of the financial report, as a true and fair account of the ECH financial affairs, shall be signed by the auditor or, if there is no auditor, by 2 directors and shall be filed with the Registrar within 14 days of the annual general meeting in each year as required by law.
16. The society may only borrow money as approved by a special resolution of the members.
17. 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.
18. 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.
19. The Society shall not make loans, guarantee loans or advance funds to any director.
20. The ECH has power to repeal or amend any of these by laws.
21. The ECH shall file with the registrar, with its annual financial statement, a list of its directors with their addresses, and dates of appointment or election, and, within 45 days of a change of directors, notify the Registrar of the change.
22. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the ECH by the chair and the secretary, or otherwise, as prescribed by a resolution of the Board of directors.
23. The Board shall insure that the ECH assets are protected against damage and loss, and, if it is determined that considerable risk is involved in the operation of the ECH, the directors themselves are adequately protected against liability resulting from a legal action, suit or proceedings in respect to the pursuit of the organizations mission.