Vision Statement
St. Margaret’s Bay Stewardship Association seeks a democratic method of documenting and honouring common community values in the
 St. Margaret's Bay area as well as achieving effective stewardship of that which we all hold dear, including our waters and woodlands, 
our unique history and heritage, the rights of our residents and communities, and the effective management of change with respect to sustainability,
 vitality, prosperity and self-reliance of the region. 


Mission Statement
Based on the community values of the people who live in the St. Margaret's Bay area, the St. Margaret’s Bay Stewardship Association
 will attempt to identify common values, and to foster public awareness and consensus on land and water use, to advocate for sustainable development,
 and to help preserve and enhance the Bay's natural environment, its heritage, and its quality of life.

St. Margaret’s Bay Stewardship Association

BYLAWS 
DEFINITIONS 
1.	In these bylaws unless there be something in the subject or context inconsistent therewith:


a.	"Society" means the St. Margaret’s Bay Stewardship Association. 
b.	"Special Resolution" means a resolution passed by not less than three quarters (3/4) of such Members who are entitled to vote and are present
	 in person at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given a thirty (30) day notice. 
c.	"Member" means a member in good standing. 
d.	"General Meeting" shall include the Annual General Meeting, other General Meetings, Special Meetings. 
e.	"Director" means a Member who is elected at an Annual General Meeting, or who is appointed by the existing Board of Directors to fill a vacancy,
	 and who holds special responsibilities for the operations of the Society as defined in these by-laws or subsequent Business Plans approved by the membership. 
f.	"Officer" means those Board Members who serve as Chair, Vice-Chair, Secretary and Treasurer of the Board. 
g.	"Executive Committee" means the standing committee established pursuant to these by-laws consisting of the Chair, Vice-Chair, Secretary
	 and Treasurer of the Society. 
MEMBERSHIP 
2.	The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance with these bylaws, and none other, shall be members in good standing of the Society, and their names shall be entered in the Registry of Members accordingly.


a.	Membership is open to anyone 18 years or older, who upholds the objectives of the Society and pays his/her dues in accordance with these bylaws. 
b.	Youth membership is open to anyone under the age of 18, who upholds the objectives of the Society and pays his/her dues in accordance with these bylaws. 
	Youth Members shall have full voting privileges but will not be entitled to become a Director of the Society. 
3.	For the purposes of registration, the number of Members of the Society is unlimited. 
4.	Every Member in good standing shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold any office. 
	There shall be no proxy voting. 
5.	Membership in the Society shall not be transferable. 
6.	No formal admission to membership shall be required and the entry in the Register of Members by the Secretary of the Member’s name and address shall
	 constitute an admission to membership in the Society. 
7.	Membership in the Society shall cease upon the death of a Member, or if, by notice in writing to the Society, she/he resigns his/her membership,
	 or if she/he ceases to qualify for membership in accordance with these bylaws. 
8.	Membership dues shall be paid within 60 days of the new fiscal year. New Members may join throughout the year upon payment of a full year’s dues. 
9.	A list of Members in good standing shall be maintained. 
10.	Members of the Society shall not be remunerated for being Members of the Society or for carrying out the ordinary business of the Society in any capacity. 
MEMBER VOTING 
11.	Every Member of the Society shall have only one vote. 
12.	Ordinary business at General Meetings of the Society shall be dealt with by a vote of those present with decision by a simple majority. 
13.	Special Resolutions, at any Annual General Meeting or Special Meeting, shall be adopted upon acceptance by at least three quarters (3/4) of the Members
	 present and voting. 
14.	The Chair shall vote in all cases. In the case of a tie vote, the motion shall fail. 
15.	There shall be no voting by proxy. 
MEETINGS 
16.	The business of the Society shall be conducted at any one of the four following types of meetings: 
a.	The Annual General Meeting of the Society, which shall be held within three (3) months following the end of the fiscal year; 
b.	General Meetings of the Society, which shall be scheduled as required by the Directors and no less than once per year; 
c.	Special Meetings of the Society, which shall be scheduled as required to deal with any business requiring approval by Special Resolution or as requested
	 by the membership; 
d.	Meetings of the Board of Directors, which shall be scheduled regularly to act on behalf of Members in conducting the business of the Society. 
17.	Special Meetings of the Society may be called by the Chair or by the Board of Directors at any time, and shall be called by the Board of Directors
	 if requisitioned in writing by at least twenty-five per cent (25%) in number of the Members of the Society. A Special Meeting responding to the request
	 of the Members shall be held within thirty (30) days of receipt of the request. 
18.	All General Meetings of the Society require at least ten (10) days notice. Notice shall consist of publishing the day, hour and place of the meeting and,
	 in the case of Special Meetings, the agenda. Notice shall be given by email, facsimile, post or telephone based on the preference indicated by individual
	 Members. Notices may be supplemented by other means such as advertisements in local newspapers, written notice on the Society’s web site or notice posted in public facilities. Failure to receive notice by any Member shall not invalidate the proceedings at any General Meeting. 
19.	At each Annual General Meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:


a.	Adoption of the minutes of preceding Annual General Meeting; 
b.	presentation of the annual reports of the Chair of the Society and each active Committee; 
c.	presentation of the financial statements, including balance and operating statement and the report of the auditors; 
d.	election of the Board of Directors for the ensuing year; 
e.	election of the officers; and, 
f.	appointment of Auditors for the ensuing year. 
	All other activities transacted at an Annual General meeting shall be deemed to be special business and all business shall be deemed special that is transacted
	 at a Special Meeting of the Society. 
20.	No business shall be transacted at a General or Special meeting of the Society unless a quorum of at least twenty (20) Members is present. 
21.	21. If within thirty minutes from the starting time appointed for the meeting, a quorum of Members is not present, the meeting, if convened upon th
	 requisition of the Members, shall be dissolved. In any case, it shall stand adjourned to such time and place as a majority of the Members then present
	 shall direct, provided that at least one week's notice of the next meeting is provided to all members of the Society, and if at such adjourned meeting,
	 a quorum of members is again not present, the members there present shall be permitted to transact business of the Society provided, however,
	 that any resolutions passed at the adjourned meeting shall be ratified at the next meeting of the Society at which there is a quorum of members present. 
22.	The Chair of the Society may preside as Chair at every meeting of the Society. If there is no Chair, or if at any meeting she/he is not present, the Vice-Chair
	may preside as Chair or any Member of the board agreed to by Members present. 
23.	At any meeting, unless a poll is demanded by at least three (3) Members, declaration by the Chair that a resolution has been carried and an entry to that
	 effect has been made in the book of proceedings of the Society shall be sufficient evidence of the fact. 
24.	If a poll is demanded in the manner aforesaid, the same shall be held in a manner as the Chair may prescribe and the result of such poll shall be deemed
	 to be the resolution of the Membership. 
SPECIAL RESOLUTIONS 
25.	Matters related to the by-laws, general policy, organizational structure, and the performance of Directors, as well as any other issues as determined by the
	 Board of Directors, shall be dealt with by Special Resolution at a duly constituted Annual General Meeting or Special Meeting. 
26.	The Board of Directors is not empowered to incur a deficit or borrow funds except as approved by Special Resolution. 
BOARD OF DIRECTORS 
27.	The number of Directors shall be at least five and no more than than fifteen. The subscribers to the Memorandum of Society of the Society shall be
	 the first Directors of the Society. 
28.	Any Member of the Society who is over eighteen (18) years of age shall be eligible to be elected a Director of the Society. 
29.	At the Annual General Meeting, the Members shall elect Directors to fill vacant positions for a period of two years. 
30.	At the first Annual General Meeting of the Society, the Members shall elect an even number of directors, fifty (50) percent of whom shall fill a one (1) year term,
	 and fifty (50) percent shall fill a two (2) year term. At all subsequent Annual General Meetings, the Members shall elect Directors to serve for the full two year term. 
31.	At each Annual General Meeting of the Society, all the Directors whose term has expired shall retire from office but continue to hold office until the dissolution
	 of the meeting at which their successors are elected. 
32.	Retiring Directors shall be eligible for re-election and may serve for a maximum of three consecutive terms. 
33.	In the event that a Director resigns his or her office or ceases to be a Member of the Society, his or her office as a Director shall ipso facto be vacated. 
	The Board of Directors may fill the vacancy thereby created from among the Members of the Society for the unexpired portion of the term. 
34.	Meetings 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 at the request
	of the Chair. 
35.	No business shall be transacted at any meeting of the Board of Directors unless at least fifty (50) percent in number of the Directors are present. 
36.	A meeting of the Directors may be held at the close of a 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. 
37.	The Chair of the Board of Directors shall call a meeting of the Board in response to a written request by two or more Directors. The Chair will call
	 such meetings within seven days of the request. 
38.	The Chair or, in his/her absence, the Vice-Chair or, in the absence of both of them, any Director appointed from among those Directors present shall
	 preside as Chair at meetings of the Board. 
39.	The Chair shall vote in all cases. In the case of an equality of votes, the motion fails. 
POWER OF DIRECTORS 
40.	The business and affairs of the Society shall be managed by the Board of Directors or by the Executive Committee chosen for this purpose
	 by the Board of Directors from among its membership. 
41.	The Board of Directors is responsible for formulating policy, subject to ratification by the Members at the Annual General or at Special Meetings,
	 creating committees and assigning Directors and Members to committees as well as planning, assigning tasks and managing the affairs of the Society. 
42.	On behalf of the Society, the Board of Directors shall have the power to engage a manager, support staff, or engage other professionals as deemed
	 necessary, and to determine their duties and responsibilities. 
43.	The Board of Directors shall determine the dues payable by Members of the Society. 
44.	The Board of Directors, by a vote of not less than three-quarters (3/4) of the entire Board of Directors, may dismiss a Director before the expiration
	 of her/his term of office and may appoint another Member as a replacement to complete the term 
45.	45. The Board of Directors shall administer the Annual Budget as presented and approved by the membership at the Annual General Meeting. 
46.	Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by any two of the Chair,
	 Secretary and Treasurer as signing officers, or as otherwise prescribed by a resolution of the membership in a vote. 
OFFICERS AND EXECUTIVE COMMITTEE 
47.	Immediately following their election at an Annual General Meeting, the Board of Directors will elect from their number for a term of one year,
	 or until their successors are elected, the Officers of the Society including a Chair, Vice Chair, Secretary, Treasurer, and Membership Coordinator.
	 The offices of Treasurer and Secretary may be combined and delegated to one elected officer to be known as the Secretary-Treasurer.
	 These Officers shall form the Executive Committee and shall perform the duties prescribed by these bylaws and by parliamentary authority adopted by the Society. 
48.	The Chair shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to her/him by the Members
	 from time to time. 
49.	The Vice-Chair, at the request of the Board of Directors, shall perform the duties assigned to the Chair in the event of his or her absence, illness or incapacity
	or during any period at the request of the Chair. 
50.	The Secretary of the Society shall keep the minutes of the meetings, records of the Society, records of membership, and prepare and maintain a record of
	 correspondence; as well as perform such other duties as may be assigned to her/him by the Directors or Chair. 
51.	The Secretary shall file on an annual basis with the Registrar a list of Directors, with their addresses and dates of appointment or election, and a copy of
	 every Special Resolution within 14 days of any change to records required by the Registrar of Joint Stocks. 
52.	The Treasurer of the Society shall keep the records of the financial transactions of the Society and fulfill all accounting and financial responsibilities including
	 the preparation of cheques and meeting reporting requirements for the Society to the Province, funding sources, donors and to the Canada Customs
	 and Revenue Agency. 
53.	The Membership Coordinator will be responsible for maintaining the Registry of Members, ensuring that membership records are current, and that dues are paid. 
SPECIAL COMMITTEES 
54.	The Board of Directors may from time to time establish Special or ad hoc Committees and delegate to them the work of the Society, including but not
	 limited to the following matters: communications and the gathering and dissemination of information pertinent to the Society, environmental issues and
	 wildlife, government relations and regulatory affairs, heritage preservation, recreation, special projects, sustainable development, taxation, and transportation. 
55.	Each Committee shall be responsible for activities as approved by the Board of Directors. Committees can be comprised of both Members and 
	non-Members and shall have an elected Chair who will report to the Board of Directors. 
56.	Committees are responsible for developing and implementing strategies and action plans relative to the Objectives of the Society. The Committees
	do not have the authority to implement Action Plans without the approval of the Board of Directors. 
FISCAL YEAR and FINANCES 
57.	The fiscal year of the Society shall be the period from June 10, the Feast of St. Margaret’s in any year, to June 9th of the following year. 
58.	Funds of the Society shall be maintained in an account established in the name of the Society at a Chartered Bank. 
59.	The borrowing powers of the Society may be exercised only by Special Resolution of the Members. 
60.	Any Member may inspect accounting books, records and financial statements of the Society at any reasonable time within two days prior to the Annual
	 General Meeting at the Society’s registered office or at its accountant’s office. Request for inspection shall be made in writing to the Chair, who will
	 respond within seven (7) days of receipt of the request. 
AUDIT OF ACCOUNTS 
61.	An auditor of the Society shall be appointed annually by the Members of the Society at the Annual General Meeting and, on failure of the Members
	 to appoint an auditor, the Directors may do so. 
62.	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
	 a statement of Income and Expenses. Auditors shall make to the Members a written report on the balance sheet and operating account, and in every
	 such report, she/he shall state whether, in her/his opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the
	 Society and properly drawn up so as to exhibit a true and correct view of the Society's affairs, and such report shall be read at the Annual General Meeting. Copies of the balance sheet, showing the general particulars of the Society’s liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the Annual General Meeting in each year as required by law. 
AMENDMENT OF BYLAWS 
63.	These by-laws may be repealed or amended by a Special Resolution passed at any general meeting of the Society, provided that a copy of the proposed
	 changes has been sent to each Member of the Society at least thirty (30) days prior to the meeting, or without notice, at any general meeting of the Society by a three-quarters (3/4) affirmative vote. 
PARLIAMENTARY AUTHORITY 
64.	The rules contained in Robert’s Rules of Order (newly revised) shall govern the Society in all cases to which they are applicable and in which they are
	 not inconsistent with these bylaws. 


Effective Date:   May 27, 2003

Geoff  LeBoutillier, President

Ruth Ann Moger, Secretary/Treasurer


St. Margaret’s Bay Stewardship Association

MEMORANDUM OF ASSOCIATION 

ARTICLE I : NAME
The name of the Society: The St. Margaret’s Bay Stewardship Association 

ARTICLE II : PURPOSE
To preserve and enhance the Bay’s natural environment and its heritage. 

ARTICLE III : FOCUS AREA
The focus of the Society shall be the St. Margaret's Bay area including but not limited to the communities of Peggy’s Cove, Indian Harbour,
 Hackett’s Cove, Glen Margaret, Seabright, French Village, Glen Haven, Lower Tantallon, Upper Tantallon, Head of St. Margaret’s Bay, Boutilier’s Point, Ingramport, Black Point, Queensland, Hubbards, Fox Point, Mill Cove, Birchy Head, The Lodge, Northwest Cove, Southwest Cove, Backman’s Head, Aspotogan, and Bayswater. 

ARTICLE IV : OBJECTIVES
The objectives of the Society are: 
a. To assist with stewardship of the culture, heritage, wildlife, and water resources in the St. Margaret’s Bay area;
b. To engage in research related to the Society’s mission, and report findings to the public;
c. To protect and enhance the quality of life in the St. Margaret’s Bay area; 
d. To acquire by way of grant, gift, purchase, bequest, device or otherwise, real and personal property and to use and apply such property
	 to the realization of the objects of the Society; and; 
e. 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. 
Provided, nothing herein contained shall permit the Society to carry on any trade, industry, or business and the Society shall be carried on without purpose
 of gain to any of the members. Any surplus or any accretions of the Society shall be used solely for the purposes of the Society and the promotion of its objects. 

Provided, if for any reason the operations of the Society are terminated, or are dissolved and there are remaining assets, the satisfaction of all debts and liabilities will be met in the whole or equitably. Any remaining property, surplus or assets shall be transferred to an agreed charitable organization in Canada, having objectives similar to those of this Society.