FUNERAL SERVICE ASSOCIATION OF NOVA SCOTIA
(approved by General Membership – November 2013)
1. In these by‑laws unless there be something in the subject or context inconsistent therewith:
2. Such persons as shall be admitted to membership in accordance to these by‑laws, and none others, shall be members of the Association, and their names shall be entered in the Register of Members accordingly.
3. Every member of the Association shall be entitled to attend any meeting of the Association and any "Active" member and any "Honorary" member (as herein defined) to vote at any meeting of the Association and any "Active" member shall be entitled to hold any office, but there shall be no proxy voting.
4. Membership in the Association shall not be transferable.
5. The following shall be admitted as an "Active" member of the Association:
6. The following shall be admitted as an "Associate" member of the Association:
7. Any "Active" member of the Association may be made an "Honorary" member of the Association by a resolution passed by a simple majority of such members as are entitled to vote at any meeting of the Association pursuant to Paragraph 4 hereof and who are present in person at a general meeting of the Association. As provided by Paragraph 4 hereof, an "Honorary" member of the Association shall be entitled to attend meetings of the Association and vote at the same. An "Honorary" member of the Association shall not be required to pay any annual dues to the Association.
8. Any "Associate" member of the Association may be made an "Honorary Associate" member of the Association by a resolution passed by a simple majority of such members as are entitled to vote at any meeting of the Association pursuant to Paragraph 4 hereof and who are present in person at a general meeting of the Association. An "Honorary Associate" member shall not be entitled to vote at any meeting of the Association. An "Honorary Associate" member of the Association shall not be required to pay any annual dues to the Association.
9. Any person desiring admission to membership in the Association either as an "Active" member or an "Associate" member shall submit a written request for membership to the Secretary of the Association. Each such request shall contain a statement as to whether membership as an "Active" member or an "Associate" member is sought. At the next annual general meeting each such request for membership shall be put, as a resolution before the members then present and a simple majority of such members as are present and are entitled to vote pursuant to Paragraph 4 hereof shall constitute admission to membership. The name, address, and type of membership of any such person shall then be entered in the Register of Members by the Secretary of the Association.
c. Funeral Home Members must pay within 30 days, including the bonding fee from all branches in order to maintain bond coverage and their license to sell prearranged funerals. All Funeral Home Members not remitting within 30 days will be reported as required by Government.
d. Individual Member fees must be submitted with the Funeral Home Member fees. The Individual Member fee invoice must be accompanied by the signature of the Funeral Home Member where employed.
10. Membership in the Association shall cease upon the death of a member, or if, by notice in writing to the Association, the member resigns membership, or ceases to qualify for membership in accordance with these bylaws, or if a member is in arrears of the annual dues required to be paid.
11. The fiscal year of the Association shall be the period from April 1 in any year to March 31 in the year next following.
13. Three days' notice of a 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. Notice shall be given in writing and by sending it by prepaid letter, facsimile or e‑mail addressed to each member to his or her last known address. Any notice shall be deemed to have been given at the time when the letter containing the same would be delivered in the ordinary course of post and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office or the time an e‑mail is forwarded. The non‑receipt of any notice from a member shall not invalidate the proceedings at any general meeting.
14. At each ordinary or annual general meeting of the Association, the following items of business shall be dealt with and shall be deemed to be ordinary business:
All other business transacted at an ordinary or 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 Association.
15. No business shall be transacted at any meeting of the Association unless a quorum of members is present at the commencement of such‑ business and such quorum shall consist of five "Active" members.
16. 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 other case, it shall stand adjourned to such time and place as a majority of the members then are present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
18. The President shall have a vote; and in the case of an equality of votes, shall have a second vote.
19. The President 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.
20. At any general meeting, unless a poll is demanded by at least three members, a declaration by the President that a resolution has been carried and an entry to that effect in the book of the proceedings of the Association 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.
21. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the President may prescribe and the result of such poll shall be deemed to be the resolution of the Association in general meeting.
VOTES OF MEMBERS
22. Every "Active and Honorary" member shall have one vote and no more, except as provided in Paragraph 18 hereof.
23. Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than fifteen.
24. Any "Active" member of the Association shall be eligible to be elected a director of the Association contingent upon the following:
25. Directors shall be elected by the members at each ordinary or annual general meeting of the Association. Every officer of the Association shall, ex officio, be a Director of the Association.
26. At the first ordinary or annual general meeting of the Association and at every succeeding ordinary or annual general meeting, each director shall not serve more than 5 consecutive terms. Directors serving a period of 5 consecutive terms must allow a period of 1 term to elapse before offering for re-election as a director.
27. In the event that a director resigns office or ceases to be a member in the Association, the director's office shall ipso facto be vacated; the Board of Directors from among the members of the Association may fill the vacancy thereby created for the un‑expired portion of the term.
28. The Association may, by Special resolution, remove any director before the expiration of the period of office and appoint another person in his or her stead. The person so appointed shall hold office during such time only as the replaced director would have held office if the director had not been removed.
29. Meetings of the Board of Directors shall be held as often as the business of the Association may require and shall be called by the Secretary. A meeting of directors may be held at the close of every ordinary or annual general meeting of the association without notice. Notice of all other meetings, specifying the time and place thereof, shall he given either orally, in writing, via facsimile or e‑mail to each director within a reasonable time before the meeting is to take place, but non‑receipt of such notice by an director shall not invalidate the proceedings at any meeting of the Board of Directors.
30. No business shall be transacted at any meeting of the Board of Directors unless at least one‑third in number of the directors are present at the commencement of such business.
31. The President or in his absence, the Vice‑President or, in the absence of both of them, any director appointed from among those directors present shall preside as Chairperson at meetings of the Board.
32. The President shall be entitled to vote as a director and, in the case of an equality of votes, shall have a casting vote in addition to the vote to which he or she is entitled as a director.
POWERS OF DIRECTORS
33. The management of the activities of the Association shall be vested in the directors who, in addition to the powers 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 Association and are not hereby or by Statute expressly directed or required to be exercised or done by the Association in general meeting. In particular, the directors shall have power to engage a coordinator and to determine the duties, responsibilities and remuneration of such position. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.
34. The officers of the Association shall be a President, a Vice‑President, a Treasurer and a Secretary. The offices of Treasurer and Secretary may be combined.
35. The President shall have general supervision of the activities of the Association and shall perform such duties as may be assigned by the Board of Directors from time to time.
36. The Vice‑President shall, at the request of the Board and subject to its directions, perform the duties of the President during the absence, illness or incapacity of the President or during such period as the President may request him or her to do so.
ELECTION OF OFFICERS
38. There shall be a Nominating Committee, composed of such number of members of the Association, as the Board of Directors shall from time to time decide. The Nominating Committee shall, at the next annual meeting recommend to the members of the Association present, the election of those persons it has chosen: as the officers of the Association for the forthcoming year. Nominations from those present at the ordinary or annual meeting may be also received.
The officers of the association for the forthcoming year shall be elected by vote of those members present and entitled to vote.
AUDIT OF ACCOUNTS
39. The auditors of the Association shall be appointed annually by the members of the association at the ordinary or annual general meeting and, on failure of the members to appoint auditors, the directors may do so.
40. The Association shall make a written report to the members as to the financial position of the Association 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, shall state whether, in their, opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Association and properly drawn up so as to exhibit a true and correct view of the Association's affairs, and such report shall be read at the annual meeting.
REPEAL AND AMENDMENT OF BY‑LAWS
41. No part of these by‑laws shall be altered, annulled, amended, repealed, or dispersed with unless a proposition to that effect be made in writing to the Secretary of the Association by an "Active" member in good standing or presented and approved at a Board of Directors meeting not less than two (2) months before the annual meeting of the Association and adopted by a two‑thirds vote of the members present at such annual meeting and who are entitled to vote thereat.
42. The seal of the Association shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
43. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Association and of the Board of Directors shall be the responsibility of the Secretary.
44. The books and records of the Association may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the office of the Association.
45. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by the President or the Vice‑President 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.
47. The office of the Secretary of the Association shall be at the address of the person who is then the Secretary of the Association.
48. The activities of the Association are to be carried on at the office of the Secretary or at such other location as is from time to time determined by the Board of Directors.
49. The Association is a not for profit organization and as such, is not empowered to financially endorse any charity, non-for-profit group or undertaking or advertise in publications to support a cause.
50. Notwithstanding, the Association may advertise and promote the good of the Association, its members and the funeral profession.
51. If for any reason the operations of the Association are terminated or are wound up, or are dissolved and there remains, at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to an organization or governing body which works for the benefit of funeral service in this province. If there is no such body to which these funds can be transferred, the same shall be paid to a charitable organization in Canada having objectives similar to those of the Association.
52. The officers and Board of Directors currently serving a term of office shall continue to hold office until the next annual general meeting of the Association.
53. All persons who are presently "Active" members of the Association, all persons who are presently "Associate" members of the Association, and all persons who are presently "Honorary" members of the Association shall continue to be members and shall not be obligated to apply for membership upon the coming into force of these bylaws.
54. Upon the coming into force of the by‑laws herein contained, all by‑laws, rules and regulations heretofore made by the Association shall be repealed.
55. The by‑laws herein contained shall come into force on the date upon which they are approved by the Governor in Council and not before.
By Laws Amended and Changed
President Adam C. Tipert, CFSP
Executive and Directors
President Peter MacDonald
Executive and Directors