Proposed By

THE CHESTER MUNICIPAL HERITAGE SOCIETY

BY-LAWS

April 25, 2008

1. In these by-laws unless there is something in the subject or context inconsistent therewith:

(a) “Society” means Chester Municipal Heritage Society;

(b) “Board” means the Board of Directors of the Society, lawfully holding office and includes any proper quorum thereof;

(d) “Seal” means the corporate seal of the Society;

(e) “Societies Act” means the Nova Scotia Societies Act (Chapter 435 of the Revised Statutes, 1989, amended 1993, c. 42);

(f) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.

By-Law Number One--General

Article I--Membership

1. 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 Society, and their names shall be entered in the Registry of Members accordingly.

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. The following shall be admitted to membership in the Society: any individual over the age of 18 years who upholds the objects of the Society and contributes to the support of the Society an amount to be determined from time to time by the Board.

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 name and address of any organization or individual 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, he or she resigns his/her membership, or if he or she ceases to qualify for membership in accordance with these by-laws.

8. The membership of the Society shall consist of four classes:

(a) Honourary life members: shall be those persons designated by the Board in recognition of outstanding contributions or service to the Society.

(b) Individual members: shall be those persons who pay the annual individual membership fee that shall from time to time be determined by the Board.

(c) Family members: shall be those persons who pay the annual family membership fee that shall from time to time be determined by the Board.

(d) Corporate members: shall be a representative from any company that pays the annual corporate membership fee that shall from time to time be determined by the Board.

9. Privileges of Membership.

(a) All members in good standing of the Society shall have the right to attend and vote at all General Meetings of the Society, to attend all Board Meetings, and have such other privileges as may from time to time be determined by the Board.

(b) Any member of the Society shall be eligible to serve in any role on one or more committees and to be elected a Director of the Society.

(c) The privileges of the Society shall be withdrawn from all corporate, individual and family members of the Society who have not paid their annual membership fee by such date as may from time to time be determined by the Board.

10. Withdrawal and Removal of Members.

(a) Any member of any class may withdraw from the Society by notifying the Secretary.

(b) The Board by a three-quarters vote at any of its meetings may remove from the membership roll the name of any member of any class whose conduct, in the opinion of the Board, has been considered to be unsatisfactory, subject to a ratification by a simple majority of the members present at a General Meeting or specially called meeting.

Article II—Governance by the Board of Directors

1. The Governance of the Society shall be entrusted to the Board of Directors, from whom the Chair, the Vice Chair, the Director of Finance, the Secretary and the Program Chair shall also serve as Officers of the Society.

2. The Board shall be empowered to act in the name of the Society in any matter consistent with the powers vested in the Society by reason of the Societies Act, subject to such limitations therein contained and without limiting the generality of the foregoing:

(a) It shall have full power of authority as a Board to control and manage business and affairs of the Society;

(b) It shall enter into agreements, either oral or in writing for the better management or furtherance of the objectives of the Society as the Board shall from time to time deem wise.

(c) It shall have the power to accept gifts of all types of real and personal property, including money or kind, by and on behalf of the Society;

(d) It shall have general powers of borrowing as are defined in these by-laws;

(e) It shall supervise the performance of the duties of other officers and employees of the Society;

(f) It shall ensure that the aims and objectives of the Society are properly carried out and supervised;

(g) It shall ensure that the records required by the Societies Act are kept at all times and that suitable records of the items in charge of the Society shall be properly kept;

(h) It shall ensure that the assets of the Society are insured in such amount for such purposes and of such a type of insurance as it considers advisable and that real and personal property in the possession of the Society is insured in the sum and subject to such conditions as it deems advisable.

3. The Board Chair may delegate such duties as to the management of the Society to such persons who are members of the Board or members of the Society as he or she considers advisable.

Article III--The Board of Directors.

1. The Board shall be composed of the following five elected Officers/Directors:

(a) Chair of the Board

(b) Vice Chair

(d) Secretary

(e) Program Chair

(f) Such further elected Directors at large as may be elected by a majority of the members present at the Annual General Meeting, but not to exceed fifteen in number including the elected officers/directors

(g) Such further appointed directors at large as may be appointed by the Board of Directors and approved by the Board, but not to exceed five in number.

2. All elected Board members, including any elected directors at large, shall hold office for a term of one year, or until replaced in accordance with the by-laws. At every Annual General Meeting of the Society all of the Directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected. New directors, nominated by a Nominating Committee appointed by the Board of Directors are elected by a majority of members present at the Annual General Meeting of the Society.

3. Retiring Directors shall be eligible for re-election at any Annual General Meeting.

4. All appointed Directors at large shall hold their positions for a length of time to be mandated by the Board, the duration of which shall be at the pleasure of the Board.

5. In the event of a vacancy occurring amongst the elected Directors of the Board a replacement may by appointed by the Board to hold office until the next Annual General Meeting.

6. Any member of the Board wishing to resign must give written notice to the Secretary.

7. A member of the Board may be removed by a three-quarters majority of the Society members in attendance at a General Meeting of the Society.

Article IV—Election of Officers of the Society

1. The Chair of the Board, the Vice-Chair, the Secretary, the Director of Finance and the Program Chair shall be elected by a majority of the members present and voting at the Annual General Meeting.

2. Should the Board of Directors deem it advisable, an Executive Director may be nominated by the Chair and approved by the Board and may be paid such salary, honourarium or emolument, if any as determined by the Board.

3. The Executive Director shall hold office for such length of time and upon such terms as the Board may from time to time determine, understanding that the Board has the final say.

Article V--Executive Committee.

There shall be an Executive Committee which shall consist of the Chair of the Board, Vice-Chair, Secretary, Director of Finance, and Program Chair. The Executive Committee shall have the power to transact all regular business of the Society during the interim between Board meetings, provided that any action which it may take shall not conflict with the objectives and policies of the Society, and that it shall refer all matters it considers to be of major importance to the Board for discussion and decision. Should any matter of urgency arise between the regular meetings of the Board it shall be the duty of the Executive Committee to request the Chair to call a special meeting of the Board to deal with such matter.

Article VI—Standing Committees.

1. The Board shall have the power to appoint such standing committees as they deem necessary to carry out the aims and objectives of the Society.

2. There shall be the following permanent standing committees, the membership of which shall be determined by each respective committee Chair, who shall in turn be appointed by the Board. The Chair of each committee shall at the Annual General Meeting table the reports of their committee activities during the past year.

(a) The Nominating Committee, which shall consist of a Chair who shall be a Director plus two or more Society members who shall, at the Annual General Meeting, propose names of candidates for election to any vacant positions on the Board;

(b) The Financial Committee, which shall consist of the Director of Finance and two or more Society members and shall advise the Board with regard to all financial matters including fund-raising, campaigns, budgets and financial statements;

(c) The Program Committee, which shall consist of the Program Chair and such members of the Society and other persons as the Program Chair may appoint, and which shall initiate and direct periodic programs in which the public is invited to participate and which will keep the objectives of the Society constantly within the public’s eye.

3. Nothing in the foregoing shall prevent the Committee Chair from seeking the assistance of a non-member to assist with matters pertaining to his or her committee.

4. Retiring Committee members shall be eligible for re-appointment.

5. A member of a Committee shall have the right to resign at any time or may be removed by a majority vote at a Committee meeting, subject to subsequent ratification by the Board.

6. The Board may create additional committees for any purpose that it deems necessary for such periods of time as it deems necessary.

By-Law Number Two-- Duties of Members of the Board and Officers.

Article I--Chair of the Board.

The Chair shall:

(a) preside at meetings of the Board and Society

(b) have charge and supervision of the Society and its conduct and operation

(c) ensure proper execution of the by-laws and shall perform such other duties as the Board may from time to time assign to him or her

(d) be, ex-officio, a member of all committees.

Article II--Vice Chair of the Board.

The Vice Chair shall:

(a) be a member of the Board

(b) act as Chair in the absence of the Chair

Article III--Director of Finance.

The Director of Finance shall:

(a) have charge and supervision over all general financial operations of the Society

(b) maintain an up-to-date and accurate Register of members of the Society

Article IV--Secretary.

The Secretary shall:

(a) record the minutes of all regular and special meetings of the Board of Directors, the Executive Committee, and the Society, and shall keep and maintain a timely and accurate record of the proceedings and results of all such meetings

(b) perform such other duties as the Board may from time to time assign to him or her.

(c) have custody of the seal of the Society, which may be affixed to any document upon resolution of the Board of Directors, shall be in the custody of the Secretary.

Article V—Program Chair.

The Program Chair shall:

(a) have charge and supervision of the Program Committee

(b) ensure that a variety of programs in which the public can participate are periodically presented to the community at large.

Article VI--Executive Director.

1. The duties, responsibilities and hours of work of the Executive Director shall be laid down according to such agreement as the Chair, with the approval of the Board, may enter into by an instrument in writing.

2. The Executive Director:

(a) shall be responsible for the day-to-day operation of the Society and generally supervise the day-to-day activities of the Society

(b) may, with the approval of the Board, hire employees to work for the Society

By-Law Number Three—Meetings and Procedures.

Article I--Meetings.

1. The Board and members of the Society shall meet regularly (such meeting is called a General Meeting) at least eight times during each year, at such times and places as the Chair or Vice-Chair may determine.

2. The Board may call other meetings of the Board and members for any specific purpose.

3. Meetings of the Board may be called at any time by the Chair or upon receipt of a written request, in electronic or other form, from any three Directors.

4. Extraordinary meetings of the Board may be called by the Chair, or three other Directors, or if requisitioned in writing, electronically or in other form, by at least ten members, without the usual notice.

5. Following the end of each fiscal year the Annual General Meeting for that year shall be held on or before July 31^st of the following year.

6. At each General Meeting and at the Annual General Meeting the Director of Finance shall present an up-to-date written report as to the financial position of the Society. Such statement is to include a balance sheet and account of operations.

Article II--Quorum.

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

2. A quorum at an Executive Committee meeting shall consist of the Chair and/or Vice-Chair and at least two other members of the Executive Committee.

3. A quorum at a General Meeting shall consist of the Chair and/ or Vice-Chair, at least one half plus one of other member of the board and, including the former persons, any other members of the Society present who may or may not be members of the Board.

3. A quorum at the Annual General Meeting shall consist of the Chair and/or Vice-Chair, at least three other members of the Board, and, including the former persons, a total of at least twenty members of the Society who may or may not be members of the Board.

Article III--Voting.

1. .At a General Meeting each Society member in good standing, present in person, shall have one vote, on each and every resolution under consideration, and such resolutions shall be carried by majority of affirmative votes, except where a special resolution is required, the passage of which shall be subject to the provisions of the Societies Act.

2. .At the Annual General Meeting each Society member in good standing, present in person, shall have one vote, on each and every resolution under consideration, and such resolutions shall be carried by majority of affirmative votes, except where a special resolution is required, the passage of which shall be subject to the provisions of the Societies Act. A special resolution requires a three fourths approval by the members present at the meeting.

3. Unless the meeting decides otherwise, voting will be by show of hands or a verbal response of “aye”.

Article IV--Fiscal Year

The Fiscal Year of the Society shall be the period from the first of January to the thirty-first day of December of each year.

Article V--Notice of Meetings.

1. Notice for a meeting of the Board shall be given in electronic or other form to each member of the Board seven days in advance of the meeting and shall include the time and the place of the meeting, provided however, that it shall be within the sole discretion of the Chair to waive the notice and to call a meeting of the Board under such circumstances as he or she deems advisable.

2. Notice for a General Meeting shall be given in electronic or other form to each local member of the Society at least seven days before the date of the General Meeting. Such notice shall include the time and place of such meeting, as well as the names of any invited speakers

3. Notice for the Annual General Meeting shall be given in electronic or other form to each local member of the Society at least fourteen days before the date of the Annual General Meeting and shall be inserted into the two issues of a local newspaper which are published during the two weeks immediately preceding the date of the Annual General Meeting and the board may determine other modes of announcement. Such notice shall include the time and place of such meeting, as well as the names of any invited speakers.

4. The inadvertent non-receipt of any notice by any member shall not invalidate the proceeding of any meeting.

Article VI--Amendment of By-Laws.

1. The By-Laws of the Society may be amended or repealed by a special resolution passed at any General Meeting of the Society. Notice of motion to make, amend or repeal by-laws must be in the hands of the Secretary three weeks prior to such a meeting. The Secretary shall cause to be forwarded, at least two weeks in advance, by electronic or other form, along with the notice of meeting, notice of the proposed addition, amendment or repeal of a by-law, to society members.

2. Upon a motion to amend a by-law being presented, with due notice, at a General Meeting the motion must be passed by a majority of three-quarters of the members present.

Article VII--Inspection of Books and Records.

All books and records of the Society may be inspected by any Society member at the office of the Society during normal business hours.

By-Law Number Four

Article I--Execution of Documents.

1. Contracts, debts and bills of exchange and documents of the Society generally shall be executed by any two of the following: the Chair, the Vice-Chair, Director of Finance, Executive Director, Program Chair, or by such other persons as the Board, by resolutions, may appoint for that purpose.

Article II--Gifts and Loans.

1. Gifts:

(a) No gifted property to the Society shall be accepted without approval of the acceptance having been passed by resolution of the Board.

(b) All gifts where practical shall be donated by evidence in writing on a form approved by the Board and signed by the donor.

(c) No gift, with conditions other than the standard conditions stated on the gift form, shall apply to any donation without the Board approving such condition by resolution.

(d) All solicitations for donations in money or kind shall be made in the name of the Society with the approval of the Board of Directors.

2. Loans:

(a) No member of the Society shall accept on behalf of the Society any loan of any item, article or money without the approval of the Chair of the Board.

(b) The loan of such item or article shall be evidenced in writing signed by the lender(s) and the Chair of the Board in a form approved by resolution of the Board; such writing shall, among other terms as are considered advisable, include:

(i) that the loan shall be for such period as may be required or agreed upon by the Chair of the Board;

(ii) that the loan shall be terminated by death of the lender or by at least three months’ notice in writing given either by the lender(s) to the Chair of the Board or by the Chair to the lender(s);

(iii) that the Board shall have the right to terminate the loan by resolution and to return the loaned item or article at any time during which it is in the custody of the Society without the Chair of the Board giving three months’ notice in writing to the lender(s);

(iv) The Society shall not be responsible for any damage to or loss of the item loaned except where such loss or damage is occasioned by the willful misconduct or neglect of an officer or employee of the Society.

(v) The Society shall report semi-annually on acquisitions and de-acquistions.

(vi) The Society reserves the right to refuse potential loans or acquisitions which do not fit with our vision for the museum or which may pose excessive liability on the part of the Society.

By-Law Number Five--Authorization of the Directors to Borrow and Give Security.

Article I

1. The Board of the Society is hereby authorized from time to time:

(a) to borrow upon the credit of the Society in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdrafts or otherwise;

(b) to mortgage, hypothecate or give security in any manner whatever upon all or any of the property, real or personal, immovable or moveable, undertaking and rights of the Society present and future to secure any money borrowed or to be borrowed, or any option of liability of the Society present or future;

(c) to issue debentures against or mortgage any real property it may acquire from time to time to secure the payment of any money borrowed by it;

(d) to designate to an Officer of the Society the authority to carry out any decision of the Board, to such extent and in such manner as the Board may by resolution determine, on behalf of the Society and pursuant to the above.

2. Any party acting in good faith on behalf of the Society, upon receiving a copy of the resolution certified by the Chair of the Board or Executive Director of the Society, under seal, such action shall be binding upon the Society, unless the third party has received written notice from the Chair or Vice-Chair of the Board that the resolution has been repealed.

By-Law Number Six--General Banking and Finance.

Article I--Banking.

1. All general funds or money of the Society shall be deposited in a Chartered Bank or Credit Union to the credit of an account or accounts in the name of the Society. Any two of the following, the Chair or Vice-Chair of the Board, the Director of Finance or the Executive Director or such other persons as the Board by resolution may authorize shall be empowered to act as signing officers with respect to such account or accounts.

Article II--Audit.

An audit of the Society’s finances shall be conducted yearly in such manner and by such persons as the Board may by resolution direct.

Article III--Drafts on Debtors.

Drafts on debtors of the Society may be drawn in the name of the Society upon the signature of the Director of Finance or such other person as the Board may from time to time authorize.

Article IV--Negotiable Instruments Payable to the Society.

1. Every cheque, draft, note, money order or other negotiable instrument payable to the Society shall:

(a) be suitably endorsed for deposit in, or collection through the Society’s Bank,

(b) be deposited in, or lodged with, that bank.

2. Subject to the requirements of the Bank, endorsements under sub-article 1 above need not bear the signature of any Officer, member, or employee of the Society.

3. No Officer, member, or employee of the Society shall:

(a) convert into cash any item mentioned in sub-article 1 above, or

(b) cash, out of the Society’s funds, any cheque or bill of exchange by him or her alone, or

(c) take into Society funds in lieu of currency any item mentioned in sub-article 1 above, drawn, made or accepted by him except where authorized by the Board, or

(d) borrow from the Society except as authorized by the Board.

By-Law Number Seven--Material Loans to Other Institutions.

Article I.

1. Items owned by the Society may be lent to other appropriate institutions for public exhibition, subject to the terms and conditions that the Board may by resolution approve. Without limiting the generality of the foregoing, such loan is to be executed by an agreement in writing between such Officer of the Society as may be designated by the Board and the borrower and shall include the following:

(a) a list of the items to be borrowed, and

(b) the value or estimated value of each item, and

(c) the conditions under which the loan is to be made as to assumptions of the cost of packing, unpacking, mounting or re-mounting and repair of the items loaned, and

(d) the person responsible for cartage and shipping or transportation charges, both to and from the known place of storage, of such items to such places as the borrower may designate, and

(e) the details of insurance, the pledging of security and guarantees of payment relating to the items(s) borrowed, and

(f) the date on which the item is to be loaned and the period it shall be in the possession of the borrower.

2. Except where the Board otherwise approves, no item shall be lent until the borrower has obtained at his own expense and delivered to the Chair of the Board or the Executive-Director a policy of insurance sufficient in the opinion of the Board to cover loss or damage to the item loaned.

Article II.

1 It shall be the duty of the Chair of the Board or the Executive-Director or such person as the Board may designate to inform a potential borrower of the conditions under which items may be loaned to them, and they shall be informed that the board reserves the right to select the person by whom any repairs to the item(s) loaned shall be effected should the item(s) be damaged, and reserves the right to refuse to accept the item when it is repaired , if in the opinion of the Board, the item has not been restored to its original value, or such value as the Board considers acceptable.

2. In the event of damage, the repairs of which are unacceptable to the Board, or in the event of loss, the Board reserves the right to take such action against the person borrowing for the cost of repairs or the value of the item, subject to such depreciation in value as seems reasonable, by way of demand or legal process.

By-Law Number Eight--Registration

Article I.

1. The Society shall file with the Registrar, with its Annual Statement, a list of its Directors with their civic addresses, occupations, and dates of appointment of election, and within fourteen day 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.