Memorandum of Association
For a Non-Profit Society
The name of the Society is the Recreation Facility Association of Nova Scotia.
On a volunteer and non-profit basis, the objectives of the society are:
- To foster professionalism in the recreation facility management field and help identify career paths for facility personnel.
- To develop, encourage and support professional development opportunities appropriate to the needs of recreation facility personnel.
- To represent the interests of the recreation facility sector through liaison with Government, other associations, industry and the public.
- To improve communication and co-operation between recreation facilities, providers of recreation supports, services and programs, recreation and sport governing bodies, various levels of Government and any other groups, organizations or companies that may impact the operation of recreation facilities in Nova Scotia.
- To promote the highest standards of safety and quality in the operation of recreation facilities and the services they deliver.
- To recognize best practices and specific contributions made by Members of the sector.
- To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property and to use and apply such property to the realization of the objects of the Society;
- To buy, own, hold, lease, mortgage, sell and convey such real and personal property as may be necessary or desirable in the carrying out of the objects of the Society.
- The society shall not carry on any trade, industry or business;
- All funds shall be used solely for the purposes of the Society and the promotion of its objects.
Upon dissolution of the Society and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to a non-profit organization in Canada having objects similar to those of the Society.
The activities of the Society are to be carried on in Nova Scotia.
The office of the Society shall be located at: 5516 Spring Garden Road, 4th Floor, Halifax, Nova Scotia, Canada B3J 1G6
BYLAW #1 Definitions
A) Society means Recreation Facility Association of Nova Scotia.
B) ‘Registrar’ means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
C) ‘Special Resolutions’ means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person or by proxy, at a general meeting of which specifying the intention to propose the resolution as a special resolution has been duly given.
D) Manager means: An individual who holds an administrative position within their recreation facility.
E) Recreation Facility Means: Any place used by the public for recreational or leisure pursuits that is staffed either on a full-time or seasonal basis.
F) Facility means: Any place.
G) Operation means: Day to day functions necessary in the running and/or maintenance of the recreation facility.
H) Management means: Direction and/or control of the functions necessary for the ongoing operation of a recreation facility in Nova Scotia.
BYLAW #2 Membership
A) Individual Membership
An individual voting member of the Society is a person primarily responsible for or assisting in the management and/or operation of a recreation facility in Nova Scotia.
B) Associate Membership
An associate member of the Society is a person who has an interest in the management and/or operations of a recreation facility and has paid their annual dues to RFANS Associate members shall have a vote in the affairs of the Society.
C) Corporate Membership
Individuals or businesses involved commercially with the operation of recreation facilities may become corporate members, but shall be entitled to a vote in the affairs of the Society.
A student member of the Society is a full-time student who has an interest in the management and/or operations of a recreation facility and has paid their annual dues to RFANS Student members shall have a vote in the affairs of the Society.
E) Facility Membership
Any recreation facility, organization or group involved in the management and/or operation of a recreation facility may be granted a facility membership. Facility memberships are divided into two categories and they are as follows:
- Group A Includes one (1) to three (3) facilities and are entitled to two votes in the affairs of the Society.
- Group B Includes four (4) or more facilities and are entitled to three votes in the affairs of the Society.
F) RFANS reserves the right to deny membership in the Society.
BYLAW #3 Officers and Directors
The management of the Society shall be vested in the Board of Directors, who shall consist of a President, Vice President, Secretary, Treasurer, Past President or Past President Elect, six (6) directors, one from each region as elected at regional meetings, one corporate representative, as elected by the corporate members and one (1) additional Director at Large may be appointed by the elected board.
Ex-officio — Board Members
A) One representative appointed by and from the Nova Scotia Sport and Recreation Commission.
B) The Executive Director
Ex-officio Board Members shall not be entitled to a vote in the affairs of the Society.
BYLAW #4 Annual & Special Meetings
A) Annual General Meeting
The annual meeting of RFANS shall be held once during the fiscal year on a day, time and place determined by the Board of Directors. A notice, in writing, of the annual general meeting shall be sent to all members at least ninety days prior to the date of the meeting.
B) Special General Meeting
A special general meeting of RFANS may be called by the Board of Directors or upon written request of twenty (20) members setting out the nature of the business to be discussed and the secretary/treasurer shall give notice in writing of the special meeting to all members of the RFANS at least fourteen (14) days prior to the meeting.
BYLAW #5 Memorandum Amendments
Memorandum amendments, additions thereto, or deletions therefrom may only be voted at an annual or special general meeting of the Society, upon notice of motion being presented in writing to the Board of Directors, at least two months prior to the meeting aforementioned, and shall require three-fourths (3/4) majority of the voting members in attendance at such a meeting.
The Board shall forward, to each member, notice of motion of any proposed memorandum amendments at least thirty (30) days prior to the annual or special general meeting.
BYLAW #6 Dissolution of the Association
The Society may only be dissolved after resolutions adopted by a majority of at least three-fourths (3/4) of the votes of all members. Postal votes will be permissible. In case of dissolution, all remaining assets will be distributed as agreed upon by the outgoing Board, subject to conditions of the Societies Act of Nova Scotia.
BYLAW #7 Fees
Due and payable on the 1st of April each year. Annual membership fees will be established by the general membership at the annual general meeting.
BYLAW #8 Fiscal Year
The fiscal year shall be April 1st to March 31st.
BYLAW #9 Officers and Directors
A) Terms of Office
The President, Vice President, Treasurer and the Secretary shall hold office for two years. The Past President shall remain on the board for two years. Regional Directors shall hold office for two years. South Shore, Central and Valley Regional Directors shall be elected in even years and Fundy, Highland and Cape Breton in odd years. The Corporate Representative and Director at Large shall hold office for a two-year term.
Any officer or director may only hold the same office for a maximum of two (2) consecutive terms.
- To call and preside at meetings of the Board of Directors
- To establish committees and appoint Chairpersons
- To cast the deciding vote in case of a tie at any of the Society meetings
- To have general supervision over all matters affecting the interest of the Society
- To be an ex-officio member of all committees
- To chair the annual meeting
2) Vice President
- To perform the duties of the president in the absence of the President
- To perform such duties as are delegated to him/her by the Board of Directors
- To chair the Membership Committee
- To serve as a member of the Education Committee
- To have responsibility for the custody of all funds and securities of the Society
- Prepare annual budget submission
- Report a financial statement for Board meetings
- To keep an accurate record of the proceedings at all meetings of the Society and submit same to the Executive Director
- To keep a record of all correspondence
4) Regional Directors
- All Regional Directors shall work in their respective regions in promoting and developing the Association and its aims.
- Prepare a written report for each full Board meeting
5) Past President/Past President Elect
- To chair the Education Committee
- To chair the Awards Committee
BYLAW #10 Meetings
A) Meetings of the Board of Directors shall be held quarterly or upon request, in writing, of any seven (7) of the Board.
B) A majority of the Directors shall constitute a quorum at any meeting of the Board of Directors
C) In the event that a Board member is unable to perform their duties for any reason, the Board of Directors has the right to appoint a member from that region and failing that, to appoint a member from any other region in the province to stand until the next A.G.M.
BYLAW #11 Duties of the Board of Directors
The Board of Directors shall manage the affairs of RFANS until such time as their successors are elected.
A) Appoint or employ such agents or employees, to perform such permanent, temporary or special services, either by itself or in association with any Government, Corporation, Organization or person, as it may from time to time, and determine the powers and duties of the employees, and affix their salaries or emoluments.
B) Remove, dismiss or suspend its agents or employees.
C) Appoint such standing or special committees as the Board of Directors deem necessary to carry on its work and determine the composition and powers of such committees and the term of appointment of members to such committees.
D) Enter into any contract on behalf of RFANS
E) Invest, re-invest and deal with any money of RFANS not immediately required for the purpose of RFANS upon such security and in such a manner as agreed upon by the Board of Directors.
BYLAW #12 Reimbursements
The members of the Board of Directors shall be reimbursed for expenses incurred in carrying out the business of the Society, upon presentation of proper statement to the Board and under such conditions as established by the Board.
BYLAW #13 Annual General Meeting
A) An annual general meeting shall be held in accordance with By-law #4 of the Memorandum.
B) Order of Business – The agenda for the annual general meeting shall be arranged by the Board and set forth in the official program for such meeting.
C) Representation – Each member of RFANS is entitled to one vote on each issue.
D) No business shall be transacted at any annual general meeting or special general meeting of RFANS unless a quorum of members is present. Such a quorum shall consist of fifteen (15) members.
E) Proxy – Voting by proxy at any meeting of RFANS may be permitted under special circumstances upon prior approval of the Board of Directors.
F) If within one-half hour from the time appointed for the commencement of the annual general meeting a quorum of members is not present, the meeting shall stand adjourned to such time and place as may be determined by the Board of Directors.
BYLAW #14 Standing Committees
A) Membership Committee
The chairperson of the Membership Committee shall be the Vice-president of RFANS who may appoint up to an additional three members to the Committee.
B) Awards Committee
The chairperson of the Awards Committee shall be appointed by the President of the Society who shall appoint up to two additional members to the Committee.
C) Education Committee
The Education Committee shall be established at the conclusion of each certificate course to serve till the conclusion of the following certificate course.
The President of R.F.A.N.S shall appoint the chairperson of the Education Committee.
Other members shall be:
- Vice President: RFANS
- President, or their delegated representative, of each provincial Recreation Facility Association which participated in the most recent certificate course.
- Other relevant members appointed by the Board of RFANS as deemed necessary.
- Course Coordinators as agreed to with the host institution.
- Ex-officio member to be the RFANS liaison representative of the Nova Scotia Sport and Recreation Commission.
D) Conference Committee
The Board of Directors may establish conferences and award the hosting of such a conference to a region. The Regional Director will set up a Conference Committee in the host region. This Committee shall be responsible to the Board of Directors.
E) Nominating Committee
The Board of Directors shall appoint the Nominating Committee.
BYLAW #15 Parliamentary Authority
Robert’s Rules of Order will be followed for all meetings of the Society and of the Board.
BYLAW #16 Amendments to By-laws
The By-laws may be made, amended or repealed by a three-fourths (3/4) majority vote on a formal motion seconded, from the floor of any general meeting.
BYLAW #17 Regions
The Regions referred to in this Memorandum and By-laws are the regions of Nova Scotia as designated by the Nova Scotia Sport and Recreation Commission and as existing at the first 1992 general meeting.
BYLAW #18 Registration under Societies Act of Nova Scotia
The RFANS Board of Directors shall ensure that the Executive Director forwards the RFANS financial statement, a list of Board members, their addresses and occupations will be provided to the Registrar of Joint Stock Companies, P.O. Box 1529, Halifax, Nova Scotia, B3J 3Y4. This is to be done following each annual general meeting.