Association of Friends of the Annapolis Royal Library
Memorandum of Association

The name of the Society is Association of Friends of the Annapolis Royal Library

On a volunteer and non-profit basis the objective of the Society is:

• To support the improvement and expansion of services and programs offered by the Annapolis Royal Library branch.

To realize its objective, the Society may raise funds and:

o Acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property.
o 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 object of the Society;

Provided that:

o The society shall not carry on any trade, industry or business,
o All funds shall be used solely for the purposes of the Society and the promotion of its object,
o If the Society is terminated, wound up or dissolved and, after satisfaction of all its debts and liabilities, there remains any property whatsoever, the same shall be paid to some other non-profit organization in Canada having objects similar to those of the Society.

Adopted by Association of Friends of the Annapolis Royal Library April 24, 2012
Submitted to Nova Scotia Registry of Joint Stock Corporations, May 2012
Revision to original Memo of Association, 2008

Association of Friends of the Annapolis Royal Library

As adopted Dec. 2008— with amendments adopted Oct 11, 2011


Article 1 Name
Article 2 Definitions
Article 3 Membership
Article 4 Directors
Article 5 Officers
Article 6 Members Meetings
Article 7 Finances
Article 8 Working Relationship with the AVRL system
Article 9 Amendments to By-Laws
Article 10 Dissolution


Article 1 Name

The name of the Society shall be
“The Association of Friends of the Annapolis Royal Library”.

Article 2 Definitions

In these by-laws:

b) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
c) “Director” includes trustee, Officer, member of an executive committee and any other person occupying such a position by whatever name called;
d) “Special Resolution” means a resolution passed by not less than three-fourths of such members entitled to vote, as are present in person at a general meetings of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
e) The Annapolis Valley Regional Library system shall hereinafter be referred to as “the AVRL system”.
f) The AR library means the Annapolis Royal branch of the AVRL system.
Article 3 Membership

1) The Society is ultimately accountable to the members of the Society.

2) Members in good standing in the Society shall consist of:
a) The minimum of 5 subscribers to the Memorandum of Association.
b) Any person interested in supporting the AR Library branch and the goals of the Society and who has paid the annual or lifetime membership fee determined by the Society at its annual general meeting.
c) Non-voting members as designated in Article 8.

3) The names of Members in good standing shall be maintained in the Registry of Members, by the secretary of the Society.

4) Membership in the Society is not transferable.

5) Membership in the Society shall cease:
a) If the Member ceases to qualify for Membership in accordance with these by-laws, or
b) Upon death of the Member, or
c) If the Member resigns by written notice to the Secretary of the Society, or
d) If by a two-thirds vote of the Members of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society is terminated for any cause which the Society membership may deem reasonable.

6) No funds of the Society shall be paid to or be available for the personal benefit of any Member, Officer or Director.

Article 4 Directors

1) The management of the Society is the responsibility of the Directors.
a) The function of the Board of Directors is to provide oversight of the activities of the Society on behalf of the membership and regularly review whether the society continues to fulfill its goals as stated in these by-laws.

2) Any voting Member of the society shall be eligible to be elected a Director at Large or Director/Officer.

3) The number of Directors shall be five.
a) A Director shall be elected from among the membership of the Society at a general meeting of the membership as a “Board Member at Large”, and shall serve as the Chair of the Board of Directors for a term of two years.
b) The Chair of the Board of Directors shall retire from the Board at the end of the general meeting held closest to two years after s/he is elected to the Board, and at which a new Member at Large/Chair of the Board of Directors has been elected by the general membership.
c) The four other Directors shall be those Members of the Society who are duly elected by the Society Members at the annual general meeting to the positions of President, Vice President, Secretary and Treasurer of the Society. These Director/Officers shall serve on the Board for a period which is concurrent with their term as elected Officers of the Society.
d) In the event of a vacancy on the Board of Directors, the remaining Directors may appoint an interim Director or Officer from among the membership of the society, to serve until the next general meeting of the Society.
e) Within fourteen days of election or appointment of new Directors, an updated list of all Directors/Officers with their full names, addresses, occupations and dates of appointment or election shall be sent to the Registrar.

4) A conflict of interest does not prevent a Member from serving as a Director or Director/Officer provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.
a) Directors who have, or could reasonably be seen to have, a conflict of interest have a duty to declare this interest. The declaration should be made to the Members upon nomination and at the point when the possibility of conflict is realized.

5) The Board of Directors shall meet at least once a year.
a) The Board of Directors shall meet after the annual General Meeting to review the audited financial report and the on-going operation of the society.
b) For this meeting and all other Board meetings notice of the meeting is required. Notice must specify the date, time, place of the meeting, and must be delivered by telephone or email/mail one week prior to the meeting.
c) Quorum shall consist of three of the Directors, one of whom must be the Board Member at Large/Chair of the Board of Directors. No business shall be conducted at any meeting of the Board of Directors unless a quorum is present to open the meeting and upon request, before any vote.
d) At Directors’ meetings each Directors casts one vote. Where there is an equality of votes the motion shall be lost.
e) The Chair of the Board of Directors shall chair a nominating committee which will propose a slate of candidates for election to the Offices of the Society by the general membership at the annual general meeting.
Article 5 Officers

1) The elected Officers shall conduct the day to day operation of the society.

2) The elected Officers shall be President, Vice-President, Secretary and Treasurer.

3) The elected Officers shall serve as the Executive Committee of the Society.

4) Any Member in good standing in the Society is eligible to be nominated and elected to serve as an Officer of the Society.

5) Officers shall be elected by a majority vote of those Members present at the Annual General Meeting.
a) Officers shall be nominated by a nominating committee chaired by the Chair of the Board of Directors and two other Members of the society elected at the previous general membership meeting.
b) Officers shall be elected for the term of one year and can be nominated for
re-election at subsequent Annual General Meetings.

6) The elected Officers shall serve concurrently on the Board of Directors of the society for the period of their elected term of office.

7) The President of the Society shall;
a) Preside at all executive committee and general membership meetings.
b) Be the liaison between the society, the AVRL Board, the Regional Librarian and the Library branch manager.
c) Together with the Treasurer and the Vice President, shall have joint signing authority on all disbursements.
d) Represent the society before any group requesting the presence of the society, or delegate a representative.
e) Prepare and present an annual report on the activities of the society to the general membership.

8) The Vice President shall,
a) In the absence of the President, preside at meetings,
b) In the absence of the President, perform the other duties of the chair, including having alternate signing authority for approved disbursements.
c) Perform other duties as requested by the Executive

9) The Treasurer shall
a) Keep and maintain the financial records of the society.
b) Deposit monies received to the bank account of the society.
c) Make all approved disbursements, signing cheques together with the President or Vice President as required.
d) Make regular financial reports to the executive committee.
e) Prepare and present an annual fiscal report to the membership at the annual general meeting.
f) Ensure an annual audit is performed on the society’s financial records.
g) Prepare and submit required annual financial statements to the Registry of Joint Stock Companies of Nova Scotia, and, should charitable status be acquired, to the Canada Revenue Agency.

10) The Secretary shall;
a) Record, prepare, maintain and distribute the minutes of all formal meetings of the Directors, Executive Committee and General Membership.
b) Keep a list of the current paid up membership complete with addresses, occupation, phone and email information.
c) Conduct the correspondence of the Society as directed by the of the Board of Directors and by the President.
d) Post in the Library and circulate via email, or via written mail or telephone if requested, all notices of Meeting and notices of motion to the Members or Executive, as required by these bylaws.
e) Maintain the Minute Books and Records of the Society.
f) Hold the Seal of the Society, which may be affixed to any document upon resolution of the Executive Committee, should such a seal be acquired.
g) File with the Nova Scotia Registrar of Joint Stock Companies:
i) Within fourteen days of their election or appointment, a list of Directors/Officers with their full names, addresses, occupations and dates of appointment or election.
ii) A copy of any special resolution, within fourteen days of the resolution being passed.
h) Other duties as determined by the Executive Committee and the Board.

11) The Executive Committee shall hold meetings and conduct the business of the Society between General Membership meetings as required.

a) The Executive Committee will decide and act upon such matters as it deems to be in the general interest of the Society in the periods between General Meetings.
b) The Executive Committee shall include the President, Vice President, Secretary, Treasurer and the Chairs of any committees established by the Executive Committee.
c) The immediate past President shall be a non-voting Member of the executive.
d) An AVRL representative appointed by the Regional Librarian shall be a non-voting Member of the executive committee.
e) All Members of the society may attend executive meetings as non-voting participants.
f) Three executive Officers shall constitute a quorum for meetings of the Executive Committee.
g) Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the President (or the Vice-President), and the Secretary, as prescribed by resolution of the Executive Committee.

12) No remuneration shall be paid to Directors or Officers. However, upon the vote of the Executive Committee, Directors, including Officers, and any other Member of the Society may be reimbursed for significant expenses incurred in carrying out duly approved activities on behalf of the Society.
Article 6 Members Meetings

1) A general or special meeting of the Members may be held at any time and shall be called:
a) If requested by the Chair of the Board of Directors,
b) If requested by a majority of the Directors, or
c) If requested in writing by five Members of the Society.

2) Notice to all Members is required for all general or special meetings. The notice must:
a) Specify the date, place and time of the meeting,
b) Specify the nature of business to be conducted, including notice of motion for special resolutions to be put to the membership.
c) Two weeks notice is required for the annual general meeting or meetings to deal with a special resolution to change the by-laws. All other general membership meetings require a five day notice.
d) Notice shall be via telephone or email and by notice on the Society’s notice board in the Library branch.
e) The non-receipt of notice by any Member shall not invalidate the proceedings.

3) An annual general meeting shall be held during the month of January, to elect a new executive and shall include, but not be restricted to, as agenda items:
i) minutes of the previous annual meeting,
ii) annual reports from the Chair of the Board of Directors, and the President and all committee heads
iii) the annual financial report of the society, presented by the Treasurer
iv) nomination and election of Directors/ Officers for the coming year.

4) Additional general membership meetings may be called by the Executive Committee as needed, through-out the year to bring speakers or programs of interest to the general membership, to canvas the opinions of membership on new projects or to recognize staff and volunteers at the Library branch.

5) Additional general membership meetings shall be called by the Chair of the Board, or the President in response to a written request of five Members to bring a specific issue to the membership for discussion and/or decision.
a) Notice of motion signed by at least two Members must be included in the call for the meeting and the meeting shall deal only with the matters for which the meeting was called.

6) Every Member is entitled to attend general or special membership meetings and has one vote on any motion at any duly constituted meeting. A family membership entitles each family member over the age of consent to one vote.

7) Proxy voting is not allowed.

8) Quorum at all general or special membership meetings shall be not less than six Society Members.

a) If a quorum for the Annual General meeting or a general or special membership meeting called by the Chair of the Board, President, or a majority of the Executive is not met within one-half hour of the time appointed for the meeting, no business shall be conducted by the assembled Members and the meeting shall be adjourned to such time and place as a majority of the Members present shall decide. One week’s notice of the rescheduled meeting shall be given to the membership.
b) For any other general membership meeting, if a quorum is not present within one-half hour from the time appointed for the meeting, it shall be dissolved.

9) The President, or his/her designate, shall preside as chair at all Members’ meetings.
a) The President shall have no vote except in the case of an equality of votes, in which case she/he shall cast a vote.
b) The President may, with the consent of the meeting, adjourn any meeting to a later date. No business shall be transacted at the subsequent meeting other than unfinished business unless notice of such new business is given to the Members.

Article 7 Finances

1) A major goal of the Society is to organize projects to raise money from the community or from other sources to support the programs, services and equipment needs of the Library branch in such manner as it’s membership directs.

2) The fiscal year for the society shall be the calendar year.

3) All monies received from membership fees, fund raising projects, gifts and memorials, net of reasonable expenditures, shall be expended to support the Library branch, its programs and services.

4) Any expenditures of monies on behalf of the Society must be approved by majority vote of the Executive committee.

a) The President, Vice President and Treasurer shall be joint signing Officers for the Society, with any two of their three signatures being required on any financial transactions on behalf of the Society.
b) At the end of each fiscal year, the Treasurer shall forward a letter to the Town of Annapolis Royal and to the AVRL Regional Librarian, outlining all capital purchases and other contributions made to the Library branch by the Society during the preceding fiscal year.

5) The borrowing powers of the Society may be exercised by the Board of Directors only when directed by a special resolution of the Members.

6) The Directors shall present to the Members a written report on the financial position of the Society at the Annual General Meeting. The report shall be in the form of:
a) A balance sheet showing its assets, liabilities and equity, and a statement of its income and expenditures in the preceding fiscal year.
b) A copy of the financial report shall be signed by the auditor or by two Directors.
c) The books, accounts and records of the society shall be audited once each fiscal year by a duly qualified accountant or by two Members of the society elected for that purpose at the annual meeting.

7) Members may inspect the annual financial statements and minutes of general membership, Directors and executive committee meetings at the registered office of the Society with one week’s notice. All other 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.

8) Directors, Officers and Members shall serve the Society without remuneration and shall not receive any profit from their position or membership.
a) The Society shall not make loans, guarantee loans or advance funds to any Director or Member.
b) However, a Director or Officer or any Member may be paid reasonable expenses incurred in the undertaking of tasks on behalf of the Society which have the prior approval of the executive committee.

Article 8 Working Relationship with the AVRL system

1) In fulfilling its goals the Society will work cooperatively with the Town of Annapolis Royal, the Municipality of the County of Annapolis and the AVRL Board and staff.

2) Communication between the Society and the AVRL system is vital to ensure success in their common goal of providing quality library service in Annapolis Royal.
a) The Library Branch Manager and the Regional Librarian will be Non-voting Members of the Society and will thereby receive notice of all Society meetings, plans and purposes and changes in Officers.
b) the Regional Librarian and/or the AVRL Board shall be given prior notice of all major projects and fund raising appeals undertaken by the Society.
c) Any public relations activities undertaken on behalf of the Library branch by the Society must be approved by the Regional Librarian or designate.

Article 9 Amendments to By-laws

1) The Members may repeal, amend or add to these by-laws, for the conduct and management of its activities and affairs, by a special resolution.

2) Special Resolution to amend the by-laws shall be proposed directly by the Executive Committee or may be submitted in writing to the Executive committee by five Members.

3) When a Special Resolution to amend the by-laws is received, the Executive Committee shall call a Special Membership Meeting at which the resolution shall be discussed and given consideration.
a) The special membership meeting must be held within thirty days of receiving any Special Resolution.
b) Members shall be notified in writing of the calling of a Special Membership Meeting and given written notice of motion via email or regular post of the Special Resolution to repeal, amend or add to these by-laws at least two (2) weeks prior to the Special Membership meeting.
i) Such notice shall detail the alteration, amendment, variation or addition and shall be signed by two Members presenting the motion.
c) A Special Meeting to amend the by-laws shall deal only with the matter(s) for which the meeting is called and for which notice is given.
d) Special Membership Meetings shall follow the voting and quorum bylaws outlined in article 7, above.

4) Any duly voted new by-law or amendment to these by-laws shall be filed with the Registrar within fourteen days after the resolution is passed.

Article 10 Dissolution

1) At any time, upon due consideration of the views of the Membership and the goals of the Society, the Board of Directors or a group of five Members can propose a Special Resolution to dissolve the society. Such a special resolution to dissolve must be voted on by the membership at a Special Membership Meeting called, with due written notification specifically to address dissolution of the Society.

2) Upon dissolution of the Society, after satisfaction of all liabilities including costs of dissolution, any assets of the Society shall become available to the AVRL system for application to the needs of the Annapolis Royal Library branch.
The original By-laws were duly voted on and adopted at a general meeting of the Association of Friends of the Annapolis Royal Library , on December 2, 2008, at Annapolis Royal, N.S., Canada.



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