Memorandum of Association
of the Yarmouth Art Society
as revised at AGM May 1, 2022
1.The name of the society is The Yarmouth Art Society (hereinafter referred to as YAS).
2. The objects of the YAS are:
a)To bring together visual artists (both amateur and professional) and persons interested in the visual arts to exchange information and ideas;
b) To promote art in the community by regular exhibitions, workshops and programs, and special events open to the public;
c) To encourage and support youth and senior art activity.
Nothing herein contained shall permit the YAS to carry on any trade, industry, or business with purpose of gain of any member of the YAS. However, It may support projects which do so. Any surplus of the YAS shall be used solely for the purpose of the YAS and the promotion of its objects.
If for any reason the operations of the YAS shall be wound up, or are dissolved, and there are remains at that time, after satisfaction of its debts and liabilities, any property whatsoever, the same shall be transferred to some other registered organization in Canada having objects similar to those of the YAS.
The activities of the YAS are to be carried on in public meeting places deemed suitable by the membership.
By-Laws of Yarmouth Art Society
1.Definitions
In these by-laws
a)“Society” means the Yarmouth Art Society, hereinafter referred to as YAS.
b)“Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
c)“Special Resolution” means a resolution passed by not less than three-fourth of such members entitled to vote as are present at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
d)“Annual General Meeting”, hereinafter referred to as AGM, shall be the general meeting held annually to transact the general business of the YAS.
2.Membership
a)Any person who is over the age of eighteen years and who resides in Digby, Shelburne or Yarmouth Counties,and, who subscribes to the Memorandum of Association of the YAS and who pays an annual membership fee, or who is a Life and/or Honorary member, shall be admitted to membership in accordance to these by-laws.
b) All Members shall be entitled to attend and vote at any general meeting of the YAS. The shall have no vote except in the case of an equality of votes. In the case of an equality of votes, the President shall have a casting vote.
c) Membership in the YAS shall not be transferable and shall cease upon the death of a Member, or if the Member resigns, or ceases to qualify for membership, or ceases to pay the annual membership fee.
d)There shall be three four classes of membership:
1. Regular: those adult persons paying the annual membership fees.
2. Student: a person enrolled full time in a recognized educational program including home schooling.
3. Life: any Member may be granted a life membership by outstanding contributions to the YAS and/or to the field of visual arts. Life Members shall not pay an annual fee.
4. Honorary: any non-members may be granted an honorary membership for having made outstanding contributions to the YAS and/or to the field of visual arts. Honorary Members shall not pay an annual fee.
3) Rights, Privileges, Responsibilities
The rights, privileges and responsibilities shall be extended as follows:
a) To Regular, Student and Life Members the full rights, privileges and responsibilities of membership;
b) To Honorary Members the full rights, privileges and responsibilities, except the right to vote or to hold office.
4) Membership Fee
Membership fees shall be established by resolution at an AGM and shall be in effect until changed at a subsequent AGM. Regular and Student membership rates may be set a different levels reflecting a student discount.
5) Fiscal Year
The fiscal year of the YAS shall be the period from January 1 of one year to December 31 of the same year.
6) Meetings
a) There shall be one General meeting per year known as the AGM, which shall be held within three months after the end of each fiscal year of the YAS. The purpose of the AGM shall be:
1. To receive reports from officers and committees;
2. To elect officers;
3. To receive the review of financial records by a person independent of the Officers/Board of Directors;
4. For any other special business that may arise.
b) An extraordinary General Meeting of the YAS may be called by the President or by the Directors at any time and shall be called by the Directors if requested in writing by at least twenty-five per cent (25%) of the Members of the YAS.
c) Monthly Meetings open to the Members of YAS shall be held at least ten month each year excluding July and August.
d) Notice of a General or Monthly Meeting shall be given seven (7) days before the 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 provided to Members at their e-mail address of record, as a Post on the YAS web site, and on other appropriate social media locations. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
e) A quorum at the General Meeting and a Monthly Meeting, shall not be less than five percent of the members in good standing. If within one-half hour from the time appointed for the meeting, a quorum of members is not present the meeting shall be adjourned to such time and place as a majority of the members is then present.
f) The Officers/Board of Directors shall meet as necessary to carry out actions necessary to the maintain the organization between General or Monthly Meetings. Any Member of the YAS may attend these meeting with freedom to speak but not vote.
7) Officers/Board of Directors
a) The Officers/Board of Directors shall manage the activities of the YAS according to the authority of these by-laws and shall perform any duties vested in them by the AGM or by resolution at any other General or Monthly Meeting of the Members providing no activity shall contravene the Memorandum of Association of the YAS. All officers and directors shall hold office until the end of the meeting at which their successors are elected.
b) If an Officer or Director resigns, or ceases to perform the duties of the office during the term of office as defined by these by-laws and the Guidelines of Officers and Directors, the person shall be removed by resolution and another appointed to carry out the duties for the unexpired portion of the term. The Officers shall be the President, the Vice President (president elect), Secretary and Treasurer, Past President and from five to fifteen Directors elected at the AGM.
c) Responsibilities
- The President of the YAS shall preside at all meetings of the YAS and its Executive.
2. The Vice-President shall perform the duties of the President when the President is absent. If both the President and the Vice-President are absent the Members at the meeting shall appoint someone to preside at the meeting.
3.The past president shall chair the Nominating Committee.
4.The secretary shall:
i.Keep the minutes and records of all meeting;
ii. Mail notices as required;
iii. Assist the president in compiling the agenda for all meetings;
iv. Be the custodian of all books and records. and seal. In the absence of the Secretary from any meeting a temporary Secretary shall be appointed.
5.The treasurer shall:
i.Keep transparent financial records open to the Membership for review;
ii. Maintain a bank account;
iii. Prepare and submit regular financial statements at each meeting;
iv. Be responsible for disbursements for payment of legitimate expenses approved by the Officers/Directors;
v. Assure that an independent review of the financial records is performed prior to the AGM.
8) Remuneration
Officers and Directors will not receive remuneration but they may be reimbursed for clerical and operational expenses.
9) Committees
Standing Committees shall be:
a) Exhibition
b) Membership
c) Publicity (social media, marketing etc.)
d) Fund Raising/Community Outreach(workshops, grants etc.)
10) And such ad hoc committees as may be required to carry out the mandate of the YAS. Membership of Committees shall be approved by the membership at an AGM or monthly meeting
11) Review of Accounts
The accounts of the YAS shall be reviewed annually by person not an Officer or o n the Board of Directors prior to the AGM. The reviewer is to be appointed by the Officers/Directors.
12) Miscellaneous
a) The books and records of the YAS may be inspected by any member at any reasonable time within two (2) days prior to the AGM at a mutually agreed upon public location or on-line.
b) Borrowing powers of the YAS shall only be exercised by special resolution of the members at the AGM.
c) The YAS shall file with the Registrar:
1. Its annual financial statement;
2. A list of Officers and Directors with their civic addresses, occupations and dates of appointment or election;
3. Within fourteen days of a change of Officers or Directors notify the Registrar of the change;
4. Shall file with the Registrar a copy in duplicate of every special resolution within fourteen (14) days after the resolution is passed.
13) Amendments
These by-laws may be repealed or amended by a three-fourth vote of the members in attendance at a duly qualified AGM. Notice of any such resolution shall be distributed to all members at least thirty (30) days before the AGM.