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Branch Bylaws

CBA-NS is incorporated under the Societies Act (Nova Scotia) and governed by a Memorandum of Association and Bylaws.

Unless otherwise set out in the Bylaws or determined by the Board, the Nova Scotia Branch relies on governance arrangements implemented by CBA National, including its Sections Regulation.

Preamble

  1. The Canadian Bar Association – Nova Scotia Branch is incorporated as a society under the Act, pursuant to Certificate of Incorporation Number 2017115, dated July 10, 1990.
  2. CBA Nova Scotia was incorporated with the consent of CBA National pursuant to its bylaws, with the objects set out in CBA Nova Scotia’s Memorandum of Association dated April 10, 1990.
  3. Pursuant to the Act and CBA National’s Bylaws Number 1, CBA Nova Scotia may make, amend or repeal bylaws for the conduct and management of its activities and affairs.
  4. CBA Nova Scotia has adopted these amended Bylaws by Special Resolution at its AGM dated January 21, 2021, which will come into effect on the date approved by the Registrar.

Article 1 - Interpretation

1.1 Definitions. In this document:

  1. “Act” means the Societies Act, RSNS 1989, c.435, as may be amended or replaced from time to time;
  2. “AGM” means the annual general meeting of the Members required pursuant to the Act;
  3. “Ballot” means a written ballot, including paper and electronic ballots;
  4. “Board” has the meaning set out in article 5.1;
  5. “Bylaws” mean these bylaws of CBA Nova Scotia;
  6. “CBA National” means The Canadian Bar Association;
  7. “CBA National’s Bylaw Number 1” means Bylaw Number 1 enacted by CBA National, as may be amended or replaced from time to time;
  8. “CBA Nova Scotia” means the Canadian Bar Association – Nova Scotia Branch as defined in the Preamble;
  9. “Committee” means any committee of CBA Nova Scotia as may be determined by the Board from time to time, including the Standing Committees and the Nominating and Awards Committee;
  10. “Committee Member” means any Member appointed to a Committee;
  11. “Council” has the meaning set out in article 6.1;
  12. “Council Member” means those members of the CBA Nova Scotia Council set out in article 6.3;
  13. “Director” means those members of the CBA Nova Scotia Board set out in article 5.2;
  14. “Executive Director” means the person appointed by the Board as set out in article 4.2(e);
  15. “Fees” means the annual membership fee payable to CBA National, including any special levies;
  16. “Fiscal Year” means the twelve-month period commencing on and including September 1 of each year and expiring on and including August 31 of each year, unless otherwise determined from time to time by the Board;
  17. “Member” means each of the persons set out in article 2.1;
  18. “Nominating and Awards Committee” has the meaning set out in article 8.2;
  19. “Officers” means the officers of CBA Nova Scotia as set out in article 4.1;
  20. “Regional Representatives” means the Council Members elected to represent Regions 1 through 4 of Nova Scotia as identified in articles 6.3(b) to 6.3(e);
  21. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act;
  22. “Regulations” means CBA National’s General Regulations, CBA Intervention Regulation and Sections Regulation, as may be amended or replaced from time to time;
  23. “Section” means a practice or interest group of lawyers established and designated as such from time to time by CBA Nova Scotia, each of which shall operate under the requirements of the Sections Regulation, and collectively referred to as “Sections”;
  24. “Section Executive” has the meaning set out in article 9.2;
  25. “Sections Regulation” means the Sections Regulation enacted by CBA National, as may be amended or replaced from time to time, and specifically Part A – General and Part B – Branch and Local Section Governance;
  26. “Special Meeting” means a meeting of the Members other than the AGM;
  27. “Special Resolution” means a resolution proposed and passed as a special resolution at the AGM or a Special Meeting, in accordance with article 3.10;
  28. “Standing Committee” has the meaning set out in article 7.1; and
  29. “Voting Member” means a Member who has the right to vote at Member meetings, as set out in article 2.3.

1.2 Interpretation.

  1. In these Bylaws, words importing the singular include the plural and vice versa.
  2. The headings used in these Bylaws are inserted for convenience of reference only. The headings are not to be considered or taken into account in construing the terms of the Bylaws nor are they to be deemed in any way to clarify, modify, or explain the effect of any term of the Bylaws.
  3. A reference in these Bylaws to the Board, Council, Committee or Section, or an Officer, Director, Council Member, Committee Member or Section Executive, includes any delegate of that Board, Council, Committee, Section, Officer, Director, Council Member, Committee Member or Section Executive.
  4. These Bylaws are subject to the Act, CBA National’s Bylaw Number 1, and Regulations, in that order.

Article 2 - Membership

2.1 Admission of Members. Persons eligible for membership of CBA National are defined in the CBA National’s Bylaws Number 1. The following persons shall be admitted as Members of CBA Nova Scotia:

  1. Each member of CBA National, who is resident in Nova Scotia and has not elected to belong to another branch of CBA National; 
  2. Each member of CBA National who is a member of the Nova Scotia Barristers’ Society and, whether or not that person is resident in Nova Scotia, elects to belong to CBA Nova Scotia.

Persons meeting the criteria set out in this article 2.1 shall be known collectively as “Members” and individually as a “Member”.

2.2 Obligations of Members. All Members shall pay the Fees if, and when, due.

2.3 Rights of Members. The rights of each Member shall depend on the class of membership which that Member holds in CBA National. Members in the membership classes set out below shall hold the following rights:

  1. Active (Regular) Membership. All active (regular) members of CBA National, who are also Members of CBA Nova Scotia, have equal rights and privileges, including the right to attend all meetings of the Members, to have a deliberative voice therein, to vote, to hold office and to propose and second resolutions;
  2. Judicial Membership. All judicial members of CBA National, who are also Members of CBA Nova Scotia, have the right to attend all meetings of the Members and to have a deliberative voice therein, but do not have the right to vote, to hold office, or to propose or second resolutions, except as permitted in CBA National’s Bylaw Number 1 or the Regulations;
  3. Honourary Membership. All honourary members of CBA National, who are also Members of CBA Nova Scotia, have the right to attend all meetings of the Members and to have a deliberative voice therein but, unless they pay the Fees or are past Presidents of CBA National or CBA Nova Scotia, do not have the right to vote, to hold office, or to propose or second resolutions;
  4. Student Membership. All student members in CBA National, who are also Members of CBA Nova Scotia, have the right to attend all meetings of the Members and to have a deliberative voice therein, but do not have the right to vote, to hold office, or to propose or second resolutions, except as permitted in CBA National’s Bylaw Number 1 or the Regulations;
  5. Scholar Membership. All scholar members in CBA National, who are also Members of CBA Nova Scotia, are entitled to all rights of the Active (Regular) membership class, provided such persons have paid the Fees;
  6. Associate Membership. All associate members in CBA National, who are also Members of CBA Nova Scotia, have the right to attend all meetings of the Members and to have a deliberative voice therein, but do not have the right to vote, to hold office or to propose or second resolutions; 
  7. Retired Membership. All retired memberships in CBA National, who are also Members of CBA Nova Scotia, have the right to attend all meetings of the Members and to have a deliberative voice therein, but do not have the right to vote, to hold office, or to propose or second resolutions.

2.5 Termination of Membership. A Member shall cease to be a Member of CBA Nova Scotia if that Member:

  1. is suspended or disqualified from being a member of CBA National in accordance with the CBA National’s Bylaws Number 1; or
  2. otherwise fails to meet the criteria set out in article 2.1.

Article 3 - Meetings of the Members

3.1 Place of Meeting. Meetings of the Members shall be held at a place within Nova Scotia and at a time that the President determines.

3.2 AGM. The President shall call an AGM of the Members not later than four months after the end of each Fiscal Year to review the financial statements of CBA Nova Scotia in accordance with article 10.1 and appoint an auditor, if necessary.

3.3 Special Meeting. A Special Meeting of the Members may be held at any time and shall be called:

  1. by the President; or
  2. upon receipt of a written request signed by the lesser of 50 or more Voting Members and at least 5 percent of the Voting Members. The written request shall set forth the reasons for calling a Special Meeting.

3.4 Mode of Meeting. A Member meeting may be held in person or by means of a telephonic, electronic, or other communications facility that permits all persons participating in the meeting to communicate adequately with each other.

3.5 Notice of Meeting. Notice of a Member meeting is to be given to each Member, in accordance with article 11.3, no fewer than 30 calendar days before the meeting date, and shall specify the time, place and purpose of the meeting and any Special Resolutions to be proposed. A Member may waive, in any manner, notice of a meeting of Members.

3.6 Conduct of Meeting. The chair of any meeting of Members will conduct the proceedings at the meeting in all respects. The chair’s decision on any matter or thing relating to procedure is conclusive and binding on the Members.

3.7 Quorum. The quorum for any meeting of Members is 15 Voting Members. No business shall be conducted unless quorum is present at the commencement of the meeting and, upon request, before any vote.

3.8 Voting. Except where a Ballot is required, voting at a meeting of Members shall be:

  1. for those Voting Members present in person, by show of hands or by verbal poll; or
  2. for those Voting Members attending remotely, by electronic means.

3.9 Number of Votes. At every meeting of Members, each Voting Member in attendance in person or remotely shall have one vote. All questions proposed for consideration of the Members shall be decided by a majority of votes, unless the Act, the CBA National’s Bylaw Number 1, the Regulations, or these Bylaws otherwise require. Voting by proxy shall not be permitted. In the event of a tie vote, the Chair of the meeting shall not have a casting vote and the motion shall fail.

3.10 Special Resolutions. A Special Resolution is required to:

  1. remove any Director;
  2. amend, add to, or repeal these Bylaws, in accordance with article 11.1;
  3. dissolve CBA Nova Scotia, in accordance with article 11.7;
  4. borrow money and issue debentures or mortgage real property to secure the payment of money borrowed by CBA Nova Scotia, in accordance with the Act;
  5. change the name or objects of CBA Nova Scotia so as to add to or restrict or abandon any of its objects or the locality in which its activities are chiefly carried on, in accordance with the Act;
  6. subscribe to or become a member of any other society or association, whether incorporated or not, whose objects are in whole or in part similar to its own objects, in accordance with the Act; and
  7. surrender CBA Nova Scotia’s certificate of incorporation to the Registrar, in accordance with the Act.

3.11 Votes Required For Special Resolutions. The number of votes required to pass a proposed Special Resolution is not less than three fourths of the Voting Members present in person or remotely by electronic means at the AGM or Special Meeting.

3.12 Filing of Special Resolution. Any Special Resolution passed at an AGM or Special Meeting shall be filed with the Registrar within 14 calendar days of the Special Resolution being passed.

Article 4 - Officers

4.1 Officers. The Officers of CBA Nova Scotia shall be the:

  1. President;
  2. Vice President;
  3. Treasurer;
  4. Immediate Past President; and
  5. Executive Director, as a non-voting member.

4.2 Powers and Duties of the Officers. The authority, powers, and duties of each Officer shall be as determined from time to time by the Board. Without limiting the generality of the foregoing:

  1. President. The President gives leadership to all of the affairs and activities of CBA Nova Scotia and shall act as chair and preside at all meetings of the Members, the Board, and of Council. The President is responsible for liaison between CBA Nova Scotia and CBA National, and shall perform the duties set out in CBA National’s Bylaw Number 1 to be performed by the president of a branch;
  2. Vice President. The Vice President assists the President in carrying out the duties of that office and acts for the President during the absence or inability of the President to act, and accepts any responsibility delegated by the President. The Vice President shall also serve as Chair of the CBA Nova Scotia’s Professional Development Committee and Sections Committee;
  3. Treasurer. The Treasurer shall serve as the Chair of the Finance Committee and monitor the finances of CBA Nova Scotia as set out in these Bylaws;
  4. Immediate Past President. The Immediate Past President shall serve as the Chair of the Nominating and Awards Committee; and
  5. Executive Director. The Executive Director shall administer the affairs and operations of CBA Nova Scotia, including maintaining the register of Members, recording proceedings of the Board, Council, and Member meetings, and filing the annual requirements of CBA Nova Scotia with the Registrar. The Executive Director reports, and is accountable, to the Board and shall serve as a member of the CBA National’s management team.

4.3 Terms of Officer Positions: Except for the Executive Director, each Officer shall hold that office for one Fiscal Year.

4.4 Succession of Officer Positions. Except for the Executive Director, the Officers shall sequentially occupy each of the offices as follows:

  1. The position of Immediate Past President shall be filled each Fiscal Year by the retiring President.
  2. The position of President shall be filled each Fiscal Year by the retiring Vice President.
  3. The position of Vice President shall be filled each Fiscal Year by the retiring Treasurer.

4.5 Replacement or Removal of Officers. Should any Officer be removed by the Members in accordance with article 3.10(a), or be unable or unwilling to continue in their position or to assume the next Officer position in accordance with article 4.4, that position shall be filled in accordance with article 4.4 or, in the case of the Treasurer, in accordance with the process set out in articles 8.3 to 8.8.

4.6 No Re-election. Officers are not eligible for re-election to the same office.

Article 5 - Board

5.1 Governing Body: The governing body of CBA Nova Scotia is the Board. For the purposes of CBA National’s Bylaw Number 1, the Board is the Branch Executive of CBA Nova Scotia.'

5.2 Composition of the Board: The Board shall consist of the:

  1. Officers;
  2. Chair of the Member Services Committee;
  3. Chair of the Communications Committee;
  4. Chair of the Advocacy Committee;
  5. Chair of the Equity Committee; and
  6. Chair of the Young Lawyers Section of CBA Nova Scotia.

The individuals occupying the positions set out in this article 5.2 shall be known collectively as “Directors” and individually as a “Director”. For the avoidance of doubt, a Director is a ‘director’ of CBA Nova Scotia as that term is defined in the Act.

5.3 Terms of Directors: Terms of Directors are:

  1. for the Officers, the period the Member serves as an Officer in accordance with article 4.3;
  2. for the Standing Committee Chairs, the period the Member serves as Chair of a Standing Committee in accordance with article 7.4; and
  3. for the Chair of the Young Lawyers Section of CBA Nova Scotia, the period the Member serves as the Chair of that Section in accordance with article 9.3.

5.4 Powers of the Board. The Board is empowered to manage and supervise the activities and affairs of CBA Nova Scotia and oversee the implementation of the policies and operations of CBA Nova Scotia in accordance with the Act, CBA National’s Bylaw Number 1, the Regulations, and these Bylaws. Without limiting the generality of the foregoing, the Board has the power to:

  1. exercise the same powers in respect of CBA Nova Scotia as the board of directors of CBA National exercises in respect of CBA National, except to the extent that those powers may be limited by or under authority of the CBA National’s Bylaws Number 1;
  2. remove any Council Member, Standing Committee Member or Section Executive for breach of duty or failure to properly discharge the duties of their position (including absence at three consecutive meetings without due cause) by vote of the Board, provided that:
    1. notice of intention to propose removal of the Council Member, Standing Committee Member or Section Executive was given to all Directors at least 30 calendar days before the next Board meeting;
    2. the motion to remove the Council Member, Standing Committee Member or Section Executive is carried by a 75 percent vote;
    3. the Council Member, Standing Committee Member or Section Executive proposed to be removed has been given the opportunity to be heard in person or by advocate, as the Council Member, Standing Committee Member or Section Executive may choose, after the motion to remove has been made but prior to the vote; and
    4. a vote on such a motion shall be taken by Ballot;
  3. fill any vacancy occurring on the Board, Council, Standing Committee or Section in accordance with articles 4.4, 6.5, 7.6 and 9.4;
  4. determine the application of any CBA National operational policies to CBA Nova Scotia;
  5. establish and revise regulations and policies which govern CBA Nova Scotia’s activities, including without limitation in respect of the following:
    1. financial management, including preparation and approval of the budget for CBA Nova Scotia, limits and authorisation of non-budgeted expenditures, signing authorities, and investment strategies;
    2. public statements and submissions;
    3. the composition and mandate of the Standing Committees;
    4. governance of CBA Nova Scotia Sections;
    5. advocacy on matters of policy and public interest;
    6. eligibility, criteria and nomination procedure for CBA Nova Scotia awards; and
    7. development and delivery of continuing legal education and professional development events;
  6. appoint, direct and evaluate the Executive Director;
  7. supervise or direct the activities of the Committees, Sections, Council and employees of CBA Nova Scotia;
  8. delegate authority and responsibility for implementing CBA Nova Scotia’s mandate, objectives, goals, and policies to the Officers, Directors, Council Members, Committee Members, Section Executives and/or employees of CBA Nova Scotia, with the exception of the power to approve extraordinary borrowings or appoint auditors; and
  9. create any additional Committees, subcommittees, or task forces as the Board may consider necessary and advisable.

5.5 Duties of the Board. In exercising their powers and discharging their duties, every Director shall:

  1. act honestly and in good faith with a view to the best interests of CBA Nova Scotia;
  2. disclose any interest or conflict in a matter being considered by the Board; and
  3. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

5.6 Remuneration of Directors. At the discretion of the Board, an honorarium may be paid to the President. Otherwise, Directors shall not receive remuneration for performing their duties, but may be reimbursed for expenses incurred in the performance of their duties in accordance with any applicable policies.

5.7 Replacement or Removal of Directors. Subject to article 4.4, should any Director cease to be a Member, be removed by the Members in accordance with article 3.10(a), or be unable or unwilling to continue in their position, that position shall be filled in accordance with the process set out in articles 8.3 to 8.8. If the position is filled more than six months before the commencement of the following Fiscal Year, the period shall count as one Fiscal Year for the purpose of determining the remaining term in accordance with article 5.3. Any changes to the list of Directors shall be notified to the Registrar within 14 calendar days of the change.

5.8 Frequency of Meetings. The Board shall meet at least six times a year at the call of the CBA Nova Scotia President or any other two Directors.

5.9 Mode of Meeting. A Board meeting may be held in person or by means of a telephonic, electronic, or other communications facility that permits all persons participating in the meeting to communicate adequately with each other.

5.10 Notice of Meeting. Notice of Board meetings is to be given to each Director, in accordance with article 11.3, no fewer than 7 calendar days before the meeting date, and shall specify the time and place of the meeting. A Director may waive, in any manner, notice of a meeting of the Board.

5.11 Conduct of Board Meeting. The chair of any meeting of the Board will conduct the proceedings at the meeting in all respects. The chair’s decision on any matter or thing relating to procedure is conclusive and binding on the Directors.

5.12 Quorum. The quorum for a Board meeting is at least five voting Directors. No business shall be conducted unless quorum is present at the commencement of the meeting and, upon request, before any vote.

5.13 Number of Votes. At every meeting of the Board, each Director in attendance in person or remotely shall have one vote. All questions proposed for consideration of the Directors shall be decided by a majority of votes. Voting by proxy shall not be permitted. In the event of a tie vote, the Chair of the Board meeting shall not have a casting vote and the motion shall fail.

5.14 Voting by Email. The Board may conduct a vote by email in accordance with any process established by the Board from time to time. The outcome of any email vote shall be noted in the minutes of the next Board meeting.

Article 6 - Council

6.1 Advisory Body. The advisory body of CBA Nova Scotia is Council.

6.2 Mandate of Council. The purpose of the Council is to act as a forum to facilitate advisory discussions among the volunteer leaders of CBA Nova Scotia.

6.3 Composition of Council. Council shall consist of:

  1. the Directors;
  2. one Member representing Region 1 (Digby, Yarmouth, Shelburne, Queens, Annapolis, Hants, Kings and Lunenburg Counties);
  3. two Members representing Region 2 (Halifax Regional Municipality);
  4. one Member representing Region 3 (Colchester, Cumberland, Pictou, Guysborough and Antigonish Counties);
  5. one Member representing Region 4 (Inverness, Victoria, Cape Breton, and Richmond Counties);
  6. the Chairs of each of the CBA Nova Scotia Sections;
  7. the Member appointed to the Canadian Bar Insurance Association to represent Nova Scotia;
  8. the Member appointed to the board of directors of CBA National to represent Nova Scotia;
  9. past CBA National and CBA Nova Scotia Presidents resident in Nova Scotia; and
  10. any other Council members-at-large as determined from time to time by the Board,

and the individuals occupying the positions set out in this article 6.3 shall be known collectively as “Council Members” and individually as a “Council Member”.

6.4 Council Terms. Terms of Council Members are:

  1. for the Board, the period the member serves as a Director in accordance with article 5.3;
  2. for the Regional Representatives, two consecutive Fiscal Years;
  3. for Section Chairs, the period the member serves as the Chair in accordance with article 9.3;
  4. for the Member appointed to the Canadian Bar Insurance Association to represent Nova Scotia, the period prescribed in the appointment;
  5. for the Member appointed to the board of directors of CBA National to represent Nova Scotia, the period prescribed in the appointment;
  6. for past presidents of CBA National and CBA Nova Scotia resident in Nova Scotia, lifelong terms;
  7. for such other Members as the Board may appoint from time to time, the period prescribed in the appointment.

6.5 Replacement or Removal of Council Members. Subject to article 4.4, should any Council Member cease to be a Member, be removed by the Board in accordance with article 5.4(b), or be unable or unwilling to continue in their role, that position shall be filled in accordance with the process set out in articles 8.3 to 8.8. If the position is filled more than six months before the commencement of the following Fiscal Year, the period shall count as one Fiscal Year for the purpose of determining the remaining term in accordance with article 6.4.

6.6 Frequency of Meetings. The Council shall meet at least once per Fiscal Year at the call of the CBA Nova Scotia President.

6.7 Time and Notice of Meeting. Notice of Council meetings is to be given to each Council Member, in accordance with article 11.3, no fewer than 14 calendar days before the meeting date and shall specify the time and place of the meeting.

Article 7 - Standing Committees

7.1 Standing Committees. The Standing Committees are those committees of the Board set out in article 7.3 or as otherwise determined by the Board from time to time.

7.2 Composition of Standing Committees: Each Standing Committee shall consist of a Chair and any number of Standing Committee Members authorised by the Board.

7.3 Mandate of Standing Committees. The mandate of the Standing Committees shall be as determined from time to time by the Board. Without limiting the generality of the foregoing:

  1. Member Services Committee. The Member Services Committee works in conjunction with CBA Nova Scotia staff to increase member recruitment and retention, and to inform Members of the membership services of CBA National and CBA Nova Scotia.
  2. Communications Committee. The Communications Committee is responsible for advising the Board and Members on CBA Nova Scotia’s communications activities, including social media presence and the development of Member publications.
  3. Advocacy Committee. The Advocacy Committee advances public interest advocacy and provides support and guidance to CBA Nova Scotia in its pursuit of effective law reform and fair justice systems across Nova Scotia.
  4. Equity Committee. The Equity Committee works with CBA Nova Scotia to:
    1. promote awareness of equality issues in the legal profession to ensure that the profession reflects the communities it serves; 
    2. develop resources to help the legal profession eliminate discrimination and achieve diversity and inclusion; 
    3. monitor the status of equality and diversity in the legal profession; and
    4. oversee equality initiatives within CBA Nova Scotia.
  5. Professional Development Committee. The Professional Development Committee oversees and coordinates all CBA Nova Scotia professional development activities.
  6. Sections Committee. The Sections Committee oversees and coordinates all CBA Nova Scotia Section activities.
  7. Finance Committee. The Finance Committee develops financial and investment policies for CBA Nova Scotia and advises on the strategic investment of CBA Nova Scotia funds.

7.4 Standing Committee Chairs. The Chairs of each Standing Committee listed in articles 7.3(a) through 7.3(d) shall be appointed in accordance with the process set out in articles 8.3 to 8.8 for two consecutive Fiscal Years.

7.5 Standing Committee Members. Standing Committee Members shall be appointed in accordance with the process set out in articles 8.3 to 8.8 for two consecutive Fiscal Years.

7.6 Replacement or Removal of Standing Committee Members. Should any Standing Committee Member cease to be a Member, be removed by the Board in accordance with article 5.4(b), or be unable or unwilling to continue in their role, that position shall be filled in accordance with the process set out in articles 8.3 to 8.8. If the position is filled more than six months before the commencement of the following Fiscal Year, the period shall count as one Fiscal Year for the purpose of determining the remaining term in accordance with article 7.5.

7.7 Conduct of Business. Standing Committees may meet for the conduct of business, adjourn, or otherwise regulate their meetings as they deem appropriate.

7.8 Call for Meetings. Meetings of a Standing Committee may be called by the Chair or any other two Standing Committee Members.

7.9 Quorum. Quorum necessary to transact the business of a Standing Committee shall be a majority of the Standing Committee Members.

Article 8 - Nominating and Awards Committee

8.1 Nominating and Awards Committee. The Nominating and Awards Committee is a committee of the Board and is responsible for reviewing nominations and making recommendations to the Board for volunteer positions in CBA Nova Scotia and awards presented annually by CBA Nova Scotia and CBA National.

8.2 Composition of the Nominating and Awards Committee. The Nominating and Awards Committee shall consist of the Immediate Past President (who shall be the Chair), the President, the Vice President, and the Equity Committee Chair.

8.3 Call for Applications. No less than 90 calendar days prior to the end of each Fiscal Year, the Executive Director shall publish an open call for Members to apply for any upcoming vacancies on the Board, Standing Committees, Section Executives and Council. Applications for vacancies may be made by eligible Members no later than 14 calendar days following the open call.

8.4 Nomination Report. The Nominating and Awards Committee shall review applications received by the prescribed deadline, and any other suitable candidates recruited by the Nominating and Awards Committee where no application has been received for a vacancy. The Nominating and Awards Committee shall submit a report to the Executive Director, no less than 60 calendar days prior to the end of the Fiscal Year, setting out the names of those it nominates for election.

8.5 Notice of Nominations. The Executive Director shall issue a notice to all Members of CBA Nova Scotia, in accordance with article 11.3, setting out the Nominating and Awards Committee’s report and clearly indicating that other nominations may be made directly to the Executive Director for the positions listed in the report no later than 14 calendar days following the issuance of the notice.

8.6 Alternative Candidates. Nominations submitted in accordance with article 8.5 shall be made in writing by a Member, and contain the written consent of the person being nominated along with the signatures of five other Voting Members supporting the nomination.

8.7 Election by Acclamation. If no nominations are received by the Executive Director in accordance with article 8.6, the slate of nominees presented in the Nominating and Awards Committee report shall be deemed to be elected by acclamation and the Executive Director shall inform the Members by email of this outcome.

8.8 Election at Special Meeting. If any other nominations are received by the Executive Director in accordance with article 8.6, an election shall be conducted by the Immediate Past President at a Special Meeting in respect of each position for which another nomination is received. Nominations from the floor of the Special Meeting will not be permitted. The Executive Director shall be responsible for the proper conduct of voting, which shall be by Ballot at the Special Meeting in person or remotely by electronic means, and the nominee with the most votes will be elected.

8.9 Award Nominations. The Nominating and Awards Committee shall seek, receive and review nominations and shall advise the Executive Director of the names of those it nominates for awards presented by CBA National or has selected as the recipient of awards presented by CBA Nova Scotia.

8.10 Equality and Inclusion. In deciding on its nominations, the Nominating and Awards Committee shall consider representation on the basis of age, sex, gender, gender identity, race, language, sexual orientation, geographic location, and disability. Special consideration shall be given to representation from Nova Scotia’s Black and Mi’kmaq communities.

8.11 Conduct of Business. The Nominating and Awards Committee may meet for the conduct of business, adjourn, or otherwise regulate their meetings as they deem appropriate.

8.12 Call for Meetings. Meetings of the Nominating and Awards Committee may be called by the Chair or any other two Nominating and Awards Committee Members.

8.13 Quorum. Quorum necessary to transact the business of the Nominating and Awards Committee shall be a majority of the Nominating and Awards Committee Members.

 

Article 9 - Sections

9.1 Sections Regulation. Unless otherwise set out in these Bylaws or determined by the Board in accordance with article 5.4(e), CBA Nova Scotia Sections shall be operated in accordance with the Sections Regulation.

9.2 Section Executive. Each CBA Nova Scotia Section shall be administered by a Section Executive comprised of a Chair, Vice Chair and, where authorised by the Board, Secretary.

9.3 Terms and Succession. Section Executives shall be appointed in accordance with the process set out in articles 8.3 to 8.8 for two consecutive Fiscal Years, and shall sequentially occupy each of the positions as follows:

  1. The position of Chair shall be filled by the retiring Vice Chair.
  2. The position of Vice Chair shall be filled by the retiring Secretary (where applicable).

9.4 Replacement or Removal of Section Executives. Should any Section Executive cease to be a Member, be removed by the Board in accordance with article 5.4(b), be unable or unwilling to continue in their role or to assume the next Section Executive position in accordance with article 9.3, that position shall be filled in accordance with article 9.3 or, in the case of the Secretary (or Vice Chair where there is no Secretary), in accordance with the process set out in articles 8.3 to 8.8. If the position is filled more than six months before the commencement of the following Fiscal Year, the period shall count as one Fiscal Year for the purpose of determining the remaining term in accordance with article 9.3.

9.5 Conduct of Business. Sections may meet for the conduct of business, adjourn, or otherwise regulate their meetings as they deem appropriate.

9.6 Call for Meetings. Meetings of a Section Executive may be called by the Chair.

9.7 Quorum. Quorum necessary to transact the business of a Section shall be a majority of the Section Executive.

Article 10 - Financial Matters, Books, and Records and Seal

10.1 Financial Statements. The Board shall present its financial statements to Members annually showing general particulars of CBA Nova Scotia’s liabilities and assets and a statement of its income and expenditure in the preceding Fiscal Year. The financial statements shall be signed by two Directors or the auditor (if applicable), and filed with the Registrar within 14 calendar days of the conduct of the AGM, along with a list of the Directors.

10.2 Budget. The Executive Director and Treasurer shall prepare a budget annually for submission to, and approval by, the Board.

10.3 Banking. The Executive Director and Treasurer shall carry on the general banking business of CBA Nova Scotia and shall arrange for all monies received by CBA Nova Scotia to be deposited in an account in the name of CBA Nova Scotia in a Canadian Chartered Bank or a Credit Union incorporated in Nova Scotia, and for all disbursements to be made from such account. Monies surplus to immediate requirements may be invested as authorized by the Board.

10.4 Negotiable Instruments. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed on behalf of CBA Nova Scotia by any two of the Officers.

10.5 Contracts. All contracts, deeds, and other legal documents with a term greater than one Fiscal Year or outside of budgeted expenditure shall be signed on behalf of CBA Nova Scotia by any two of the Officers.

10.6 Seal. The seal of CBA Nova Scotia shall be kept at the registered office of CBA Nova Scotia and the responsibility for its custody and use from time to time shall be as required by the Act or determined by the Board.

10.7 Custody of Books and Records. The books and records of CBA Nova Scotia, including meeting minutes and the register of Members, shall be kept at the registered office of CBA Nova Scotia.

10.8 Inspection of Books and Records. Members may inspect CBA Nova Scotia’s annual financial statements and meeting minutes at its registered office with seven calendar days prior notice. Subject to any legal restrictions, the other books and records of CBA Nova Scotia may be inspected by Members during business hours in the two days prior to a scheduled AGM.

10.9 Amendment of Register. The Executive Director may change or cause to be changed the recorded address of any Member in the register of Members in accordance with any information believed by the Executive Director to be reliable.

Article 11 - General Provisions

11.1 Amendment, Addition, or Repeal of Bylaws. The Members may repeal, amend, or add to these Bylaws by a Special Resolution. A copy of the revised Bylaws shall be provided to the Chief Executive Officer of CBA National and the Registrar within 14 calendar days of the Special Resolution, and shall not take effect until the Registrar approves it.

11.2 Corrections. On the adoption of an amendment, addition or repeal to these Bylaws, the Board may correct drafting errors including spelling, punctuation, grammar, and cross references, if the correction does not change meaning, and may make conforming changes in these Bylaws.

11.3 Notice. Any notice or communication which is to be provided by CBA Nova Scotia in accordance with these Bylaws shall be sufficiently given if:

  1. sent by mail, courier, electronic or telephonic means, or personal delivery to the recipient; or
  2. contained in a publication of CBA Nova Scotia that is sent to its Members, in accordance with the contact details contained in the register of Members.


11.4 Indemnification. To the extent permitted by law, CBA Nova Scotia shall indemnify each Director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Director in respect of any civil, criminal, administrative, investigative or other proceeding in which the Director is involved as a result of the performance of their duties as a Director of CBA Nova Scotia.

11.5 Limitation. The indemnity set out in article 11.4 shall only apply to the extent that:

  1. the Director acted honestly and in good faith with a view to the best interests of CBA Nova Scotia; and
  2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Director had reasonable grounds to believe that their conduct was lawful.


11.6 Insurance. CBA Nova Scotia shall effect and maintain directors and officers liability insurance, either through CBA National or on its own behalf.

11.7 Dissolution. CBA Nova Scotia may be dissolved by Special Resolution. Upon the dissolution of CBA Nova Scotia and after the payment of all debts and liabilities, the remaining property of CBA Nova Scotia shall be distributed or disposed of to CBA National.