Thursday, November 04, 2004

BYLAWS OF NOVA SCOTIA SALMON ASSOCIATION

MEMBERSHIP..............................- 4 -

1. Eligibility.....................- 4 -

2. Voting..........................- 4 -

3. Expiration of Membership........- 4 -

4. Removal.........................- 4 -

5. Honourary Membership............- 4 -

FISCAL..................................- 5 -

6. Membership Dues.................- 5 -

7. Donations.......................- 5 -

8. Fund Raising....................- 5 -

9. Fiscal Year.....................- 5 -

10. Signing Authority...............- 5 -

11. Auditor.........................- 5 -

ADMINISTRATION..........................- 5 -

12. Officers........................- 5 -

13. Executive.......................- 6 -

14. Board of Directors..............- 6 -

15. Election and Term - Directors and Officers....- 6 -

16. President.......................- 6 -

17. Honourary Directors.............- 6 -

18. Remuneration....................- 7 -

19. Board Duties....................- 7 -

20. Directors.......................- 7 -

21. Determination of Vacancy........- 7 -

22. Delegation of Powers............- 7 -

23. Borrowing.......................- 7 -

24. General Expenditures............- 8 -

25. Executive Duties................- 8 -

26. President.......................- 8 -

27. Vice President..................- 8 -

28. Secretary.......................- 8 -

29. Treasurer.......................- 9 -

30. Recognized Agent................- 9 -

31. Employees.......................- 9 -

32. Executive Director..............- 9 -

33. Registered Office...............- 10 -

34. Vacancies.......................- 11 -

MEETINGS,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,- 11 -

35. Annual Meetings,,,,,,,,,,,,,,,,,- 11 -

36. Order Of Business At Annual Meetings.....- 11 -

37. Special Meetings................- 12 -

38. Board Meetings..................- 12 -

39. Voting..........................- 12 -

40. Quorum..........................- 12 -

AFFILLATE ASSOCIATIONS..................- 13 -

41. Formation.......................- 13 -

42. Funding.........................- 13 -

43. Annual Reports..................- 13 -

44. Affiliate Association Responsibility.......- 13 -

45. Board Responsibility............- 14 -

46. Conflicts.......................- 14 -

COMMITTEES..............................- 15 -

47. Committee Coordinators..........- 15 -

48. Nominating Committee............- 15 -

49. Resolutions Committee...........- 15 -

50. Publicity Committee.............- 15 -

51. Newsletter Committee............- 16 -

52. Membership Committee............- 16 -

53. Fundraising Committee...........- 16 -

54. Additional Committees...........- 16 -

55. Committee Quorum................- 16 -

AFFILIATIONS............................- 16 -

56. Affiliations with Other Organizations......- 16 -

57. Regional Council of the Atlantic Salmon Federation ......- 16 -

AMENDMENTS TO BY-LAWS...................- 17 -

58. Process for Amending...........- 17 -

MEMBERSHIP

1. Eligibility

(a) Membership in the Association is open to any individual who is interested in the Atlantic salmon and other salmonids and who subscribes to the objectives of the Association.

(b) Annual membership shall be granted to any eligible person upon payment to the Association of the annual membership dues, as determined from time to time by the Executive. The membership year shall be from the first day of January to the thirty-first day of December next following or such other period as may be determined by the Board from time to time.

2. Voting

In order for a member of the Association to be entitled to vote at an Annual Meeting, he/she must be a member in good standing.

3. Expiration of Membership

Membership in the Association shall cease on the death of a member, upon written notice of resignation of membership, upon removal of the member by the Board pursuant to Article 4, or upon expiration of the then current membership year.

4. Removal

(a) Any member determined to be in breach of the Objectives of the Association, upon motion made and a majority vote by members of the Board, shall result in the removal of the member’s name from the membership list, without reimbursement of membership fees.

(b) Any member having been found guilty of an offence under the Fisheries Act, Wildlife Act, or related legislation, upon motion made and a majority vote by members of the Board, shall be removed from the membership list, without reimbursement of membership fees.

5. Honourary Membership

Upon motion made and a majority vote by members of the Board, any person can be awarded an honourary or life membership in the Association in recognition of services to the Association or to the promotion of the Objectives of the Association.

FISCAL

6. Membership Dues

Membership dues shall be used for the general operation of the Association and to further its Objectives.

7. Donations

The Association may accept donations of money and other property and use the same for the general operation of the Association and to further its Objectives.

8. Fund Raising

The Association may undertake such fundraising activities from time to time as the Executive approves. The monies derived therefrom shall be used for the general operation of the Association and to further its Objectives.

9. Fiscal Year

The fiscal year of the Association shall be the 12 month period from the 1st day of January to the 31st day of December, both days inclusive.

10. Signing Authority

All cheques, documents and negotiable securities of the Association shall be signed by the Treasurer and any 1 other Executive Officer of the Association.

11. Auditor

(a) The Board shall appoint an auditor in each fiscal year.

(b) It shall be the auditor’s responsibility to audit and verify the financial records of the Association for the fiscal year in which he/she is appointed.

(c) The auditor need not be a member of the Association and may be an officer or a director of the Association.

ADMINISTRATION

12. Officers

The officers of the Association (collectively, the “Officers”) shall be the President, the Vice President, the Past President, the Secretary and the Treasurer.

13. Executive

The executive of the Association (the “Executive”) shall be comprised of the Officers of the Association.

14. Board of Directors

The governing body of the Association shall be the board of directors (the “Board”), which shall consist of the following (collectively, the “Directors”):

(a) the members of the Executive; and

(b) not less than 6 directors at large.

15. Election and Term - Directors and Officers

Officers and Directors shall:

(a) be elected at the Annual Meeting;

(b) take office immediately following the Annual Meeting; and

(c) hold office for 1 year or until such time as a successor is appointed.

16. President

The office of the President of the Association shall not be occupied by the same person for more than 3 consecutive years without the consent of the membership as decided at the Annual Meeting.

17. Honourary Directors

(a) Up to 5 honourary directors (“Honourary Directors”) may be elected to the Board for a 1 year term in recognition of past services to the Association, such election to be made at the Annual Meeting.

(b) Members who wish to nominate any person for Honourary Director shall submit such nomination in writing to the Board prior to the Annual Meeting, with a statement of the reason for the nomination.

(c) Honourary Directors shall have a voice at any meeting of the Board, but shall not entitled to vote at any Board meetings.

18. Remuneration

Officers and Directors shall not receive any remuneration for their services, but shall be entitled to reimbursement from the funds of the Association for reasonable expenses incurred through attendance at meetings or through performance of Association related duties.

19. Board Duties

The Board shall govern the Association in such a manner as to best further the Objects of the Association. It shall be the duty of the Board to direct the affairs of the Association in accordance with the Objectives and such positions as may be adopted by the Association from time to time and to liaise with the Atlantic Salmon Federation, government departments, and other bodies interested in salmonids.

20. Directors

It shall be the duty of each Director to attend Board meetings; to attend meetings of any committee to which he/she is appointed; and to perform such other duties as may be allotted to him/her from time to time.

21. Determination of Vacancy

The office of a Director or Officer may, at the discretion of the Board, be deemed vacant if the person holding such office is absent from more than 2 consecutive Board meetings without due cause and the Board shall have the right to fill such vacancy in accordance with Article 34 hereto.

22. Delegation of Powers

In the event of the absence of any Officer of the Association, or for any other reason that the Board, in its sole discretion, deems reasonable, the Board may delegate the powers or duties of any such Officer to any other Officer, Director, or member for such time and upon such conditions as the Board deems reasonable.

23. Borrowing

The Board may from time to time, at its discretion, borrow money to further the Objectives of the Association and secure the repayment of such monies by charging or mortgaging the property of the Association provided such borrowing is sanctioned by a resolution presented to the Annual or Special Meeting, notice of which has been duly given to the members of the Association. Adoption of such resolution shall require an affirmative vote of not less than ¾ of the Members in good standing that are present at the Annual or Special Meeting.

24. General Expenditures

The Board shall have the power to authorize expenditures on behalf of the Association for the purpose of furthering the Objectives of the Association.

25. Executive Duties

The Executive shall act upon the direction of the Board and shall generally administer the affairs of the Association.

26. President

It shall be the duty of the President to preside at all Annual, Special, Executive and Board Meetings and to perform such duties that may be specifically allotted to him/her from time to time by these by-laws, by the Association, or by the Board.

27. Vice President

It shall be the duty of the Vice President to act as the duly authorized representative of the President in his/her absence or in the event of his/her disability; to be thoroughly familiar with the affairs of the Association; to assist the President in the performance of his/her duties; to act as the liaison officer between the Board and the Affiliates; to arrange joint meetings between the Board and the governing body of the Affiliates; to receive reports from the Affiliates; and to perform such other duties as may be allotted to him/her from time to time by the Board.

28. Secretary

(a) The Secretary shall be responsible for the proper recording of the minutes of the Annual, Special, Executive and Board Meetings of the Association. He/she shall be responsible for the general correspondence of the Association and shall operate an adequate system of records and filing for the minutes, correspondence, and other non-fiscal papers of the Association. The Secretary shall notify all Board members of the time and place of the Board meetings at least 10 days prior thereto.

(b) The Board may allot to other persons portions of the work that would ordinarily fall to the Secretary.

(c) The seal of the Association shall be in the custody of the Secretary or the President, and may be affixed to any document on the authority of the Board or the Executive.

29. Treasurer

The Treasurer shall be responsible for the receipt and custody of all revenue of the Association, and shall keep the Executive and the Board fully advised on all matters pertaining thereto. He/she shall keep accurate records, showing all receipts and disbursements and shall see that all monies received are deposited to the accounts of the Association in such depositories as the Board may designate. He/she shall see that all bills and invoices against the Associations are paid on the authority of the Executive. He/she shall have prepared financial reports at such times, and in such manner, as are required by these by-laws, by the Association, or by the Board.

30. Recognized Agent

The Secretary shall be the recognized agent of the Association.

31. Employees

The Board shall have the power to employ employees and staff from time to time for the purposes of furthering the Objectives of the Association. The terms of employment of such employees shall be determined by the Board.

32. Executive Director

It shall be the duty of the Executive Director, if employed by the Association or in conjunction with the Atlantic Salmon Federation, in consultation with and under the direction of the Board or Executive to:

(a) promote and encourage awareness of the Association and its Objectives;

(b) communicate with Affiliate Associations, the Atlantic Salmon Federation and any other organization affiliated with the Association;

(c) administer the office of the Association.

(d) assess and develop future activities of the Association;

(e) recruit and hire staff as necessary;

(f) prepare handbooks and educational information as required;

(g) keep abreast of government policies and positions with respect to the recreational fisheries;

(h) participate as an Officer or Director of the Association;

(i) participate as a member of Association Committees as required;

(j) serve as secretariat to Associate Committees as required;

(k) seek and develop proposals for fund raising;

(l) consult with and advise conservation and wildlife groups and individuals on matters related to the Atlantic salmon and trout;

(m) present the Association in matters related to the recreational fishery in Nova Scotia;

(n) work cooperatively with Association Affiliates in the implementation of projects related to specific rivers or watersheds;

(o) coordinate the content, production, printing and delivery of the Association Newsletter;

(p) preparation of Association press releases on Atlantic salmon and trout matters as required;

(q) prepare educational material to promote the conservation and management of Atlantic salmon and trout;

(r) participate in committees as a representative of the Association;

(s) conduct educational and informational sessions for Affiliates, community groups, aboriginal people, public educators, governments;

(t) develop and maintain links with those concerned with the Atlantic salmon and trout, in Nova Scotia and elsewhere.

(u) initiate fund raising activities;

(v) explore funding possibilities for projects appropriate to the Association Objectives; and

(w) any other duties that might be assigned to him/her by the Board, or by Executive.

33. Registered Office

The registered office of the Association shall be the residence of the Secretary or such other address as the Board may determine from time to time.

34. Vacancies

Any vacancy in the Board or in the Executive may be filled through appointment by the Board; such as appointee to hold office for the unexpired term of his/her predecessor.

MEETINGS

35. Annual Meetings

(a) The Association shall hold an annual meeting each year (the “Annual Meeting”).

(b) The location and date of the Annual Meeting shall be determined annually by the Board.

(c) Notification of the time and place of the Annual Meeting shall be provided to members at least 3 weeks prior thereto.

36. Order Of Business At Annual Meetings

The order of business at the Annual Meeting of the Association may be as follows;

(a) Call to order and Presidents address;

(b) Reading and adopting of the minutes of the last Annual Meeting;

(c) Reading and adopting of the minutes of any Special Meetings held since the last Annual Meeting;

(d) Business arising from the minutes;

(e) Receiving and adopting of the Treasurers financial statement and the auditors report (if available);

(f) Report of the Resolutions Committee and calls for adoption of each resolution;

(g) Reports of other committees, except the Nominating Committee;

(h) Resolution to set membership fees for the ensuing year;

(i) Transaction of any business specifically provided for in the notice of the Meeting;

(j) Receiving the report of the Nominating Committee, and call for further nominations from the floor (3 times);

(k) Election of Officers;

(l) New Business;

(m) Adjournment of business meeting; and

(n) Guest speakers and special presentations.

37. Special Meetings

(a) Special meetings (“Special Meetings”) may be called at any time by the President, the Executive or by not less than 10 members in good standing by way of demand in writing to the Secretary.

(b) The location and date of a Special Meeting shall be determined by the Executive.

(c) Notice of the time and place of a Special Meeting shall be mailed to each member at least 10 days prior thereto.

38. Board Meetings

(a) The Board shall meet at least quarterly during each fiscal year.

(b) Meetings will be rotated between regions.

39. Voting

(a) All members in good standing shall have the privilege of casting a single vote at any Annual or Special Meeting of the Association.

(b) Board members shall have the privilege of casting one vote at a Board, Annual or Special meeting of the Association.

(c) There shall be no proxy votes for any meeting of the Association, including without limitation, any Annual, Special, Board or Executive meeting.

40. Quorum

(a) A quorum at any Annual or Special Meeting shall be 10 members in good standing.

(b) A quorum at a Board meeting shall be 6 members of the Board.

AFFILLATE ASSOCIATIONS

41. Formation

Organizations, having 5 or more members, that have objectives similar to those of the Association pertaining to a particular river, a group of rivers or an area of the Province of Nova Scotia may on application to and approval of the Board become an affiliate of the Association (an “Affiliate Association”).

42. Funding

Affiliate Associations may, on request to the Board, be granted funding for projects that will promote the interests of Atlantic salmon and other salmonids in rivers in their area of interest.

43. Annual Reports

Each Affiliate Association shall submit an annual report to the President at least one month prior to the Annual Meeting of the Association. Such report shall summarize the activities of the Affiliate Association during the preceding year and shall present any resolutions and concerns that the Affiliate Association wishes to be considered at the Annual Meeting.

44. Affiliate Association Responsibility

Where an Affiliate Association exists it shall have the responsibility to take any action it deems necessary or desirable to promote the Objectives of the Association and the Objects of the Affiliate Association, in the following areas:

(a) Recommendations to government bodies regarding angling seasons, bag limits, and sanctuary areas on rivers in its area of interest;

(b) Control of, supervision of, and/or participation in any experimental enhancement projects and government funded employment programs on rivers in their area of interest;

(c) Representation on federal government Zone Management Advisory Committees on all matters related to river specific management in its area of interest;

(d) Representation to government officials or political members regarding any matters that would impact only rivers in their area of interest;

(e) Recommendations to the Board on actions on matters that would have broader impact than those covered in (a) to (d) above, or specific matters where the support of the Association is desired; and

(f) Efforts to keep the Association aware of any ongoing meetings or changes occurring under their responsibilities by submitting meeting minutes and/or other pertinent information to the Board.

45. Board Responsibility

The Board shall have the responsibility to take any action it deems necessary or desirable to promote the Objectives of the Association in the following areas:

(a) Representation to government officials or political members regarding matters that would have a broad impact on the welfare of the Atlantic salmon and Trout in Nova Scotia, including without limitation, acid precipitation, aquatic habitat, watershed management, green belt legislation, protection and management concepts;

(b) Application for, and general management of, government-funded employment programs relating to the Atlantic salmon and Trout resources in Nova Scotia;

(c) Matters related to the commercial salmon fishery on the high seas, in Canadian waters where Nova Scotia salmon may be intercepted, and in the non-estuarial waters of Nova Scotia; where stocks from a number of rivers may be intercepted;

(d) Compilation and distribution of a newsletter to all its Members;

(e) Educational programs relating to Atlantic salmon and Trout;

(f) Matters relating to a specific river or area where an Affiliate exists and where the Affiliate has requested support from the Association; and

(g) Matters relating to a specific river or area where an Affiliate Association may not exist but a request for support from the Association has been received.

46. Conflicts

It is recognized that from time to time differences of opinion may occur between the Association and an Affiliate Association. In this event, it is agreed that where an Affiliate Association strongly holds a position which conflicts with the Association, the Affiliate Association will not publicly enunciate that position without prior consultation with the Association with the intent to avoid wherever possible contradictory statements from the Association and the Affiliate Associations.

COMMITTEES

47. Committee Coordinators

Committees of the Association shall be headed by committee coordinators (“Coordinators”). Coordinators must be members in good standing of the Association. Coordinators do not have to be members of the Board. Coordinators may be elected at the Annual Meeting or may be appointed by the Board during the year. The composition of a committee shall be determined by its coordinator.

48. Nominating Committee

A Nominating Committee shall be appointed each year by the Board prior to the Annual Meeting. The Nominating Committee shall have the responsibility of preparing a slate of Officers and Directors for election at the Annual Meeting. The slate of names may include Honourary Directors.

49. Resolutions Committee

A Resolutions Committee shall be appointed by the Board each year prior to the Annual Meeting. The duties of the Resolutions Committee shall be to prepare a list of resolutions to be presented to the Annual Meeting for consideration by Members, including those submitted by any Affiliate Associations. In the event the Association, member or an Affiliate Association wishes to present a resolution for consideration, the following format is to be employed:

(a) title of the resolution;

(b) sponsoring agency and contact person;

(c) backgrounder on resolution;

(d) target agency with name and address (if applicable);and

(e) text of resolution.

50. Publicity Committee

A Publicity Committee may be appointed each year by the Board. The duties of the Publicity Committee shall be the preparation and coordination of publicity of the Association through news releases, contact with the public media, and other recognized means. Such publicity shall be subject to approval by the Board.

51. Newsletter Committee

A Newsletter Committee or Coordinator shall be appointed each year by the Board. The duties of the Newsletter Committee or Coordinator shall be the preparation, editing, publication, and distribution to all Members of an official Association newsletter at least twice per year. Material from all Affiliate Associations shall be solicited for inclusion in the newsletter.

52. Membership Committee

A Membership Committee shall be appointed each year by the Board. The duties of the Membership Committee shall be the compilation, filing, and updating of the Association membership list; preparation of mailing labels for newsletter and other communications to members; preparation of annual membership card; and coordination of any membership drives that may be undertaken.

53. Fundraising Committee

A Fundraising Committee shall be appointed each year by the Board. The duties of the Fundraising Committee shall be the identification, coordination and direction of funding for projects that might be undertaken by the Association.

54. Additional Committees

Other committees may be appointed by the Board from time to time to deal with specific duties or projects.

55. Committee Quorum

A quorum for any meeting of any committee shall be at least one-half of the Committee Members.

AFFILIATIONS

56. Affiliations with Other Organizations

The Association may, by resolution of the Board, enter into affiliation with other organizations interested in matters relating to Atlantic salmon and other salmonids and generally subscribing to the Objectives of the Association.

57. Regional Council of the Atlantic Salmon Federation

The Association shall form a special affiliation with the Atlantic Salmon Federation and shall be known as the Nova Scotia Regional Council of the Atlantic Salmon Federation. Announcements of this affiliation may appear on the letterhead of the Association.

AMENDMENTS TO BY-LAWS

58. Process for Amending

Any amendments to the Association By-Laws deemed necessary by the Board, shall be proposed in a resolution presented to an Annual Meeting notice of which has been duly given to Association members. Adoption of such resolution shall require affirmative vote of not less than ¾ of the Members in good standing that are present at the Annual Meeting.

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