ARTICLES OF ASSOCIATION (By-LAWS) as revised at the 2017 AGM
1.1 For the purpose of the company’s 1931 incorporation/registration the number of members of the Association was taken as nine, but the Association may from time to time register an increase in numbers.
1.2 The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance with these By-Laws, and none other, shall be members of the Association and shall be entered into the Register of the Members accordingly.
1.3 Membership in the Association shall consist of any of the following that uphold the objects of the Association and contribute annually to the support of the Association by paying a membership fee set from time to time by the Board of Directors and approved by the members at an Annual General Meeting.
1.4 Membership Category Definitions:
1.4.1 Producer Member: Nova Scotia individuals, partnerships or corporations engaged in the growing of tree fruits (apples, pears, plums, peaches, cherries) and who earns from the growing of fruit trees, a minimum annual gross revenue amount that is set from time to time at the Annual General Meeting.
1.4.2 Packer Member: A Nova Scotia tree fruit packing company with a minimum annual gross revenue amount that is set from time to time at the Annual General Meeting. The company may appoint one person as their member representative.
1.4.3 Tree Fruit Products Company: A Nova Scotia company involved in a value added process related to tree fruit with a minimum annual gross revenue amount that is set from time to time at the Annual General Meeting. The company may appoint one person as their member representative.
1.4.4 Associate Member: Any person, partnership, corporation or agency that has an interest in the NS Tree Fruit industry.
1.4.5 Life Member: Subject to the approval of the Board of Directors, an individual may become a Life Member by paying a one-time fee of $50 over and above his/her applicable annual membership fee. This is a form of fund raising for the NSFGA.
1.4.6 Honorary Member: This is a membership in title only. The Board of Directors or the membership may confer the title of Honorary Member, as a suitable recognition of worthy work achieved in matters connected with the growing of tree fruit on any person whom it may choose to elect, providing that no more than two Honorary Members are elected annually. No payment of fee is required.
1.5 A member in good standing is one who has fulfilled the requirements of the current By-Laws.
1.6 Every member, as laid out in these By-Laws, who is in good standing shall be entitled to attend Association meetings. Any producer, packer or tree fruit products member who is in good standing, shall be entitled to be an Officer of the Association and/or be a member of the Board of Directors if elected.
1.7 Membership shall be non-transferable, with the exception of the death of a sole proprietor, in which case that membership may be transferred to a succeeding family member.
1.8 Members in good standing shall be entitled to receive such literature as may be sent out by the Association to its members from time to time, and any other services that the Association may provide or arrange.
1.9 Membership shall cease upon the death of a member, or if by notice in writing to the Association the member resigns his/her membership, or if the member ceases to qualify for membership in accordance with these By-Laws. (See also item 1.7, exception re membership transfer)
1.10 Membership Fees:
1.10.1 Fee Schedules shall be determined from time to time by the Board of Directors with the consent of the general membership at an Annual General Meeting or at a Special Membership Meeting. A notice of a proposal to change the fees shall be given at least ten days prior to the meeting of the Board of Directors and then again ten days before the Annual General Meeting or Special Membership Meeting.
1.10.2 Membership fees are non-refundable.
1.10.3 Annual fees must be paid on or before the Annual General Meeting for the current year. (For example: August 1, 2015 to July 31, 2016 membership fees are to be paid on or before the Annual General Meeting in January, 2016.)
1.11 Membership Voting: Membership voting is restricted to those in good standing and as follows:
1.11.1 Producer Member
One vote per producer member.
1.11.2 Packer Member
One vote per packer member.
1.11.3 Tree Fruit Products Company Member
One vote per tree fruit products company member.
1.11.4 Associate Members are not entitled to vote at any membership meetings. They may be an active committee member and are entitled to one vote on that committee; they may not be a member of the Board of Directors.
1.11.5 Honorary Members and Life Members are not entitled to vote at any membership meetings.
2.1 The officers of the Association consist of the President, Vice President, Treasurer, and Secretary.
- BOARD OF DIRECTORS
The Board shall consist of a maximum of eighteen members in good standing, elected at the Annual General Meeting or appointed as follows:
3.1.1 Nine grower members elected at large, each for a three year term.
3.1.2 One Scotian Gold Cooperative Limited representative appointed by Scotian Gold for a one year term.
3.1.3 One representative elected for a one year term from the member group of packer companies.
3.1.4 One representative elected for a one year term from the member group of fruit processing companies.
3.1.5 One Canadian Horticultural Council representative appointed for a one year term by the Board of Directors.
3.1.6 The President elected for a two year term.
3.1.7 The Vice President elected for a two year term.
3.1.8 The Treasurer appointed for a one year term by the Board of Directors.
3.1.9 The Director-at-Large appointed for a one year term by the Board of Directors.
3.1.10 The Past President for a two year term.
3.1.11 The foregoing eighteen people, shall constitute the Board of Directors
3.2.1 Each member of the Board of Directors is entitled to one vote.
3.2.2 A quorum for the Board of Directors is seven (7) voting members.
3.2.3 When a matter is time sensitive and requires a vote in order to make a decision, an email vote may be deemed appropriate as long as 3.2.2 is met. If the vote is not unanimous, the result of the email vote will be invalid.
- DUTIES OF DIRECTORS
4.1 The duties of the Board of Directors shall be to outline the policy of the Association for the ensuing year in accordance with the needs of the industry as evidenced in discussion at the Annual General Meeting. They shall hold meetings on the call of the President, when the interests of the Association demand.
4.2 The Directors of the Association shall have the management of the affairs when the Association is not in session. They shall have power to carry out all financial duties consistent with the authority granted under incorporation by the Companies Act.
4.3 A Director shall be replaced or removed for the following reasons:
4.3.3 Missing more than three (3) consecutive Directors’ Meetings without just cause.
4.4 It shall be the duty of the President to preside at all meetings of the Association, decide all questions of order, to make any suggestions he/she may deem necessary in the interests of the Association. The President shall be an ex‑officio member of all of the Association’s committees. The President shall call meetings of the Association as the interests of the Association demand.
4.5 The President, being unable to act out the duties of the office shall devolve such duties to the Vice President.
4.6 It shall be the duty of the Executive Director to attend all meetings of the Board of Directors and the Executive Committee and to keep the correct Minutes of the same; conduct all general correspondence and issue other approved reports; prepare the Board of Directors’ Report for the Annual General Meeting; and provide for the publication of the Annual Report. By virtue of the office, he/she shall be a non-voting member of each committee appointed. He/she shall be reimbursed for his/her services, the amount to be determined by the Board of Directors.
4.7 The Treasurer shall be appointed annually by the Board of Directors.
4.8 The Treasurer shall render an account for all monies belonging to the Association and pay such bills and accounts as have been approved by the Board of Directors.
4.9 At each Annual General Meeting the officers shall present a full report of their proceedings to the Association, receipts and expenditures for the previous year, assets and liabilities, and such information on matters of special interest regarding the work of the Association as the Directors may have been able to obtain. These shall be sent to the Minister of Agriculture of the Province within one hundred and ninety days after the holding of the Annual General Meeting.
4.10 In the event that a vacancy occurs in the Executive Committee, the Directors may fill said vacancy.
4.11 Delegates appointed to represent the Association shall provide a written report to the Executive Director and shall also report to the Annual General Meeting.
4.12 At the Annual General Meeting of the Association, committees may be appointed from the floor, or by the Chairman, at the request of the meeting; and at all other times, the Directors shall have the power to appoint special committees. The first named therein shall be the convener of the committee.
4.13 Actual travel expenses and reasonable living expenses of the officers, delegates, directors and members of committees, when attending meetings in the interests of the Association, may be defrayed out of the funds of the Association at the discretion of the Board.
4.14 The Annual Convention and Annual General Meeting shall take place after the fiscal year end; place and date at the discretion of the Board.
- EXECUTIVE COMMITTEE
5.1 The Executive Committee shall consist of the Past President, President, Vice President, Treasurer, Director-at-large and Executive Director (non-voting).
6.1 Voting: Each member of an Association Committee is entitled to one vote on that Committee.
6.2 Other committees may be set by the Board of Directors as required.
7.1 One auditor shall be appointed annually. The Auditor shall examine and report upon the books, accounts and financial statements of the Association.
- FISCAL YEAR
8.1 The fiscal year shall end on July 31.
9.1 At least two weeks’ notice shall be given naming the time and place of the Annual General Meeting. Notice may be given through the public press email, the NSFGA newsletter sent via email or post, or by circular letter mailed to each member by the Executive Director. General membership meetings may be arranged where required at the discretion of the Board of Directors, or by petition from twenty-five voting members of the Association.
9.2 A Directors’ meeting shall be called by emailing, mailing or faxing each officer and director, at least five days before the date of the meeting.
9.3 An Executive Committee meeting may be called by the President at any time deemed necessary.
9.4 Twenty (20) voting members at any general membership meeting shall constitute a quorum to transact business of the Association.
9.5 One delegate shall regularly be appointed for the annual general meeting of the Nova Scotia Federation of Agriculture; and any other delegate as from time to time may be necessary.
- VIEWS OF ANY MEMBER
10.1 The views of any member of the Association or Board of Directors not present at a meeting, shall be considered if his/her written views on any definite subject under discussion are filed for the purpose with the Executive Director.
- CANADIAN HORTICULTURAL COUNCIL
11.1 The Association, being a member of the Canadian Horticultural Council, agrees to pay the required annual membership fee.
- NOTICE OF MOTION
12.1 All alterations and amendments to the By-Laws must be effected by way of special resolution and it shall be necessary that Notice of Motion be presented at the Annual General Meeting one year in advance.
- SCIENTIFIC RESEARCH AND EXPERIMENTAL DEVELOPMENT (SR&ED) INVESTMENT TAX CREDITS
13.1 The Association is the recognized agent of its members, acting on their behalf, on matters relating to SR&ED; so that SR&ED contributions made by the Association will be considered by the Canada Revenue Agency as a direct payment from the members to the actual performers of the SR&ED.