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Wee Care Developmental Centre
Halifax, Nova Scotia

BY-LAWS OF THE SOCIETY

Last Updated April, 2006

  1. In these by-laws unless there is something in the subject or context inconsistent therewith:
    1. "Society" means Wee Care Developmental Centre
    2. "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.

   Membership

  1. Those persons as shall be admitted to membership in accordance with these by-laws, and none others, shall be members of the society.


  2. For the purposes of Registration the number of members of the Society is unlimited.


  3. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold any office, but there shall be no proxy voting.


  4. Membership on the Society shall not be transferable.


  5. The following should be admitted to membership in the society:
    1. Any parent or guardian of a child enrolled at the day care operated by the society, or
    2. Any other resident of Nova Scotia (except an employee of the Society) who applies for membership and is accepted as a member by the Society pursuant to paragraph 12(f) or paragraph 31.

    Note: By-Law 6 Amended AGM May 28, 2003:
    1. now reads " Subject to (b) " any parent.
    2. now reads after the words ( except an employee of the Society insert and any person who has been an employee of the Society in the six months preceding application for membership in the Society) who applies for…

  6. Membership in the Society shall cease upon:
    1. The death of a member,
    2. Resignation by the member,
    3. The member's child no longer being enrolled at the day care operated by the society {if admitted under by-law 6(b)},
    4. A resolution terminating membership that is supported by seventy-five per-centum (75%) of those members present at a meeting of the Society, or
    5. The membership ceasing to otherwise qualify for membership in accordance with these by-laws.

   Fiscal Year

  1. The fiscal year of the society shall be the period from the 1st day of January in any year to the 31st day of December in that same year.

   Meetings

  1. The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society.

    Note: By-Law 9 Amended AGM May 28 2003:
    to remove the words " within three months after the end of each fiscal year of the Society " and replace with " no later than May 31st of each year."


  2. An extraordinary general meeting of the Society may be called by the Chairperson or by the directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per-centum (25%) in number of the members of the Society.


  3. Three day's notice of a general 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 in writing shall be given:
    1. By hand delivery, or
    2. By sending it stamped and paid in a prepaid letter addressed to the member at his or her last known address. Any notice by mail shall be deemed to have been given at the time when the letter containing the same would be received in the ordinary course of post and in proving such service it shall be suffcient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.

  4. At each ordinary or annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
    1. Minutes of proceeding general meeting;
    2. Consideration of the annual report of the directors;
    3. Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors;
    4. Election of the directors for the ensuing year;
    5. Appointment of auditors;
    6. acceptance of new members into the society.
    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 Society.


  5. No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of five members.


  6. If within one-half hour from the time appointed for the meeting, a quorum of A member 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 present shall direct and if at such adjourned meeting a quorum is not present, it shall be adjourned sine die.


    1. The Chairperson of the Society shall preside as Chairperson at every general meeting of the society;
    2. If there is no Chairperson or if at any meeting he or she is not present at the time of holding the same, the Vice-Chairperson shall preside as Chairperson;
    3. If there is no Chairperson or Vice-Chairperson or if at any meeting neither the Chairperson nor the Vice-Chairperson is present at the holding of the same, the members present shall choose someone of there number to be Chairperson.

  8. The Chairperson shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he shall have a casting vote.


  9. The Chairperson 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 any business still unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.


  10. At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried and an entry to the effect in the minutes of the Society 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.


  11. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the general meeting.

   Votes of Members

  1. Every member shall have one vote and no more.

   Directors

  1. Unless otherwise determined by general meeting, the number of directors shall not be less than ten or more than twenty.


  2. Subject to paragraph 24, any member of the Society shall be eligible to be elected a director of the Society.


  3. Directors shall be elected by the members at each ordinary or annual general meeting of the Society.


  4. Unless otherwise determined by general meeting, at least five of the directors shall be members who are not parents or guardians of a child enrolled at the day care operated by Society.


  5. At every ordinary or annual general meeting, all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.


  6. In the event that a director resigns his or her office or ceases to be a member of the Society, whereupon his or her office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.


  7. Meeting of the Board of Directors shall be held as often as the business of the society 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 society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.

    Note: By-Law 27 Amended AGM May 28 2003:
    to include after the words "…. the business of the Society may require " then insert " and in any event shall be held no less frequently than monthly during September through to and including June and shall be called by the Secretary….

    Note: Motion AGM April 18 2006:
    that the following proposed Amendment be placed in the By-Laws and numbered as By-Law 27 (a):
    1. By-Law 27 (a) Where a member of the Wee Care Board of Directors ("the Board" ) fails to attend three consecutive regular meetings of the Board with no notification to the Chair or to the Executive Director prior to the Meeting, and without reasonable excuse satisfactory to the Board, the Board shall declare that the member ceases to be a member of the Board and the Secretary will send a letter to that effect to the member.

  8. No business shall be transacted at any meeting of the Board of Directors, unless at least one-third in number of the directors is present at the commencement of such business.


  9. The Chairperson, or in his/her absence, the Vice-Chairperson 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.


  10. The Chairperson shall be entitled to vote as a director and, in the case of an equality of votes, he shall have a casting vote in addition to the vote to which he is entitled as a director.

   Power of Directors

  1. The management of the activities of the Society 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 Society and are not here by the society in general meeting. In particular, the directors may accept into the Society new members who have applied pursuant to paragraph 6(b).

   Officer

  1. The officer's of the Society shall be a Chairperson, a Vice Chairperson, a Treasurer and a Secretary. The Offices of Treasurer and Secretary may be combined.


  2. Officers shall be elected by the members at each ordinary or annual general meeting of the Society.


  3. Unless otherwise determined by general meeting, the officers must also be directors of the Society.


  4. In the event that an officer resigns his or her office or ceases to be a member of the Society, whereupon his or her office as officer shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Board.


  5. The Chairperson shall have general supervision of the activities of the Society and shall perform such duties of the as may be assigned to him or her by the Board of Directors from time to time.


  6. The Vice-Chairperson shall, at the request of the Board and subject to its directions, perform the duties of the Chairperson during the absence, illness or incapacity of the Chairperson or during such period as the Chairperson may request him or her by the board.


  7. The Secretary shall keep the minutes of the meetings of the members, directors, and officers and shall perform such other duties as may be assigned to him or her by the Board.


  8. The directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws, be deemed to be the Secretary.


  9. The Treasurer shall keep the books and records of the Society, and shall perform such other duties as may be assigned to him by the Board.

   Power of the Officers

  1. In addition to the powers and authorities by these by-laws conferred upon them, the officers may be vested with such powers and authorities as the Board of Directors see fit. This may include the management of the activities of the Society.

   Audit of Accounts

  1. The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.


  2. The Society may waive the appointment of an auditor by a resolution that is supported by seventy-five per-centum (75%) of those members present at the ordinary or annual general meeting of the Society.


  3. The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year shall be filed with the Registrar within fourteen days after the annual meeting in each year, as required by law.

   Repeal and Amended of By-Laws

  1. The Society has the power to repeal or amend any of these by-laws by resolution passed in the manner prescribed by law.

   Miscellaneous

  1. The Society shall file with the registrar with its Annual Statement a list of its directors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of directors, notify the registrar of the change.


  2. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.


  3. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.


  4. Preparation of the minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.


  5. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.


  6. Contracts, deeds, bill of exchange and other instruments and documents may be executed on behalf of the Society by the chairperson or the Vice-Chairperson and the Secretary, or otherwise is prescribed by resolution of the Board of Directors.


  7. The borrowing powers of the Society may be exercised by special resolution of the members.


  8. These By-Laws repeal and replace By-Laws agreed to on the 15`h day of February, A.D., 1973.