TFPG Constitution

MEMORANDUM OF ASSOCIATION

(February 1, 1984, revised June 13, 2009, March 24, 2015, April 26, 2016, and May 19, 2024)

1. The name of the Society is The Friends of the Public Gardens.

2. The objects of the Society are:

• To encourage and support the mission of TFPG to protect, preserve, promote, and celebrate the Halifax Public Gardens for the ongoing enjoyment of the general public, in recognition of its uniqueness as a national resource and as a National Historic Site (1984).

• To promote the preservation and protection of structures of historical and aesthetic significance in the immediate environs of the Public Gardens.

• 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 this 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.

• To raise funds to further the objects of the Society;

• To exercise any additional powers vested in the Society under the Societies Act, R.S.N.S., 1989, Chapter 435;

PROVIDED that 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, and that 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 FURTHER that if for any reason the operations of the Society are terminated, wound up, or dissolved, and there remains at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada having objects similar to those of the Society.

3. The activities of the Society are to be carried on in Halifax, Nova Scotia.

4. The Society's mailing address is P.O. Box 36013, 5665 Spring Garden Road, Halifax, NS, B3J 3S9.

THE FRIENDS OF THE PUBLIC GARDENS

BY-LAWS

(February 1984, amended Feb 20, 1996, June 13, 2009, March 24, 2015, April 26, 2016, and May 19, 2024)

Definitions

1. In these by-laws:

(a) “Society” means The Friends of the Public Gardens;

(b) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova
Scotia Companies Act, and includes the Deputy Registrar and a person authorized
under that Act to perform the duties of the Registrar in his (sic) absence;

(c) “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 meeting of
which notice specifying the intention to propose the resolution as a special
resolution has been duly given.

(d) “Member(s)” means member(s) in good standing.

(e) “Good standing” means having paid the membership fee in an amount determined
by the Society and being recorded in the Register of members.

Fiscal Year

2.     The fiscal year of the Society begins on the first day of April in any year and ends on the
last day of March of that following year.

Governance

3. The Society is ultimately accountable to the members of the Society.

Members

4. Membership in the Society shall comprise:

a)  Those who support the objects of the Society; and

(b)  Those in good standing.

5.     Every member is entitled to attend any members’ meeting of the Society.

6.     Every member may vote at any members’ meeting of the Society.

7.     There shall be no limit on the number of members, and membership in the Society is not
transferable.

8.     A member’s membership in the Society shall cease upon:

(a)  Death of the member; or(a)  Written resignation by the member to the Society; or

(b)  The member ceasing to qualify for membership in accordance with these by-laws; or

(c)   A majority vote of the directors to terminate a member’s membership at a meeting
duly called and for which notice of the proposed action was given.

9.     Members may repeal, amend or add to these by-laws by a special resolution. No by-law
or amendment to by-laws shall take effect until the Registrar has approved it.

Honorary Members

10.    The directors may confer honorary memberships.

11.     An honorary member shall be exempt from the membership fee.

12.     An honorary member is entitled to attend any members’ meeting of the Society.

13.     An honorary member is not eligible to vote or hold office in the Society.

Directors

14.     The directors are responsible for the management of the Society.

15.     The directors may employ staff and determine their duties, responsibilities, and
remuneration.

16.     Any member of the Society shall be eligible to be elected a director of the Society.

17.     The number of directors shall be not less than five and not more than fifteen.

18.  Directors shall be elected for a term of two years.

19.  Directors shall retire from office at the end of the Annual General Meeting at which their
successors are elected.

20.  Retiring directors shall be eligible for re-election at the same Annual General Meeting.

21.  If a director resigns, or otherwise ceases to be a member of the Society, the remaining
directors may appoint another member of the Society to complete the remainder of that
director’s term.

22.  A director who fails to attend three consecutive directors’ meetings without cause
approved by the President shall be deemed to have retired.

23.  The members may, by special resolution, remove any director and appoint another
member to complete that director’s term of office.

24.  Directors who have, or reasonably could be seen to have, a conflict of interest shall
declare this interest. The declaration shall be made:

(a)  To the members at the Annual General Meeting when the member is nominated as a
director; and

(b)  To the other directors whenever the possibility of a conflict arises while carrying out
duties of the Society.

25.  A conflict of interest does not prevent a member from serving as a director provided
that the member recuses themselves from the decision pertaining to that interest. The
recusal shall be recorded in the minutes.

Officers

26.  The officers are the President, Vice President, Treasurer and Secretary. The offices of
Treasurer and Secretary may be combined.

27.     The officers shall be elected by the directors.

28.     The directors shall hold a meeting to elect the officers at the close of every Annual
General Meeting.

President

29.     The President shall serve a term of two years, renewable by re-election by the directors
for one additional term. 

30.     The President shall be responsible for the effectiveness of the Society, preside over all
members’ and directors’ meetings, and direct the order and conduct of business at
those meetings.

31.     The President shall preside at all meetings of the Executive Committee.

32.     The President shall be ex-officio member of all Society committees except the
Nominating Committee.

33.     The President shall perform other duties as assigned by the directors.

Vice President

34.  The Vice President shall exercise the authority and fulfill the duties of the President
when the President so requests, or when the President is absent or unable to perform
the duties of the President.

35.     The Vice President shall perform other duties as assigned by the directors.

Secretary

36.  The Secretary shall have responsibility for the preparation and custody of all non-
financial books and records including:

(a)  The minutes of members’ meetings;

(b)  The minutes of directors’ meetings; and

(c)   The register of members.

37.  The Secretary shall file with the Registrar within fourteen (14) days after their election
or appointment, a list of directors with their address, occupations, and dates of
appointment or election

38.  The Secretary shall file with the Registrar a copy of every special resolution within
fourteen (14) days after the resolution is passed.

39.  The Secretary shall perform other duties as assigned by the directors.

Treasurer

40.  The Treasurer shall have responsibility for the custody of all financial books and records
of the Society and shall maintain complete and accurate books of accounting in
accordance with standard charities accounting policies.

41.    The Treasurer shall also:

(a)  Report to the directors, as directed, the financial position of the Society;

(b)  Sign appropriate documents and instruments as required; and

(c)   Present a true account of the Society’s finances to each Annual General Meeting of
the Society.

42.  The Treasurer shall perform other duties as assigned by the directors.

Signing Officers

43.     Contracts, deeds, bills of exchange and other instruments and documents may be
executed on behalf of the Society by any officer, or otherwise as prescribed by
resolution of the directors.

44.     Officers shall not act as a signing officer for their own expenses incurred through the
performance of their duties.

Standing Committees

45.  The standing committees of the Society are the following:

(a)  Archives Committee

(b)  Bursary Committee

(c)   Communications Committee

(d)  Events Committee

(e)  Finance Committee

(f)   Membership Committee

(g)  Operations Committee

46.     The directors shall report to the membership at the next Annual General Meeting of the
Society actions taken to establish or dissolve standing committees.

47.     Each member of a standing committee must be a member of the Society.

48.     The directors shall appoint a director or an alternative representative to chair each
standing committee.

49.     The directors may establish ad hoc committees as they see fit.

50.     Standing committees and ad hoc committees shall report annually to the members at
the Annual General Meeting, and also to the directors when requested.

Nominating Committee 

51.  At least eight (8) weeks prior to the Annual General Meeting, the directors shall appoint
a Nominating Committee of at least three (3) people that shall include a director not
seeking re-election, a director not eligible for re-election, and a member who is not a
director.

52.  The directors shall appoint the chair of the Nominating Committee.

53.  The Nominating Committee shall canvass the membership of the Society for at least
five, and up to fifteen, nominees for directors.

54.  The Nominating Committee shall circulate to the membership, with the notice of the
Annual General Meeting, the names of individuals who have agreed to be nominated,
and said notice shall include their address, occupation, and brief personal statement
written by each nominee.

Members’ Meetings  

55.     A general or special meeting of the members may be called at any time and shall be
held within thirty (30) days:

(a)  If requested by the President; or

(b)  If requested by a majority of the directors; or

(c)   If requested in writing by at least five (5) members.

56.     Notice to members is required for general or special meetings. The notice must:

(a)  Specify the date, place and time of the meeting;

(b)  Be given to the members at least seven (7) days prior to the meeting by regular mail,
email, or other means; and

(c)   Specify the nature of business, such as an intention to propose a special resolution.

57.     The non-receipt of notice by any member shall not invalidate the proceedings.

58.     The directors shall determine in advance the quorum for members’ meetings.

59.     The President or, in the President’s absence, the Vice President or, in the absence of
both of them, any director appointed from among the directors shall preside as chair.

60.     Every member present shall have one vote on any motion, resolution, or question put to
the meeting.

61.     There shall not be proxy voting.

62.     Where there is an equality of votes the motion shall be lost.

63.     The chair may, with the consent of the meeting, adjourn any meeting. No business shall
be transacted at the subsequent meeting other than the business left unfinished at the
adjourned meeting, unless notice of such new business is given to the members.

64.     At any meeting a declaration by the chair that a resolution has been carried is sufficient
unless a poll is demanded by at least three (3) members. If a poll is demanded it shall be
held by show of hands or by secret ballot, as the chair may decide.

Directors’ Meetings 

65.     The directors shall meet no less than six (6) times each year.

66.     Directors’ meetings shall be called by the President.

67.  A special meeting of the directors may be called at any time and shall be held within
thirty (30) days if requested by a majority of the directors.

68.  For all other directors’ meetings, notice is required and must:

(a)  Specify the date, place and time of the meeting; and

(b)  Be given to the directors seven (7) days prior to the meeting by telephone, regular
mail, email, or other means.

69.  Notice for directors’ meetings can be waived with the unanimous approval of the
directors.

70.  Non-receipt of notice by any director shall not invalidate the proceedings.

71.  The President or, in the President’s absence, the Vice President or, in the absence of
both of them, any director appointed from among the directors shall preside as chair.

72.  Quorum shall consist of a majority of the directors, including at least one officer.

73.  No business shall be conducted at any meeting of the directors unless a quorum is
present to open the meeting and, upon request, before any vote.

74.  Where there is an equality of votes the motion shall be lost.

Annual General Meeting

75.  An Annual General Meeting shall be held within three months after each fiscal year end.

76.     Notice of an Annual General Meeting is required which shall:

(a)  Specify the date, place and time of the meeting;

(b)  Be given to the members thirty (30) days prior to the meeting by regular mail, email,
or other means; and

(c)   Specify an intention to propose a special resolution.

77.     The non-receipt of notice by any member shall not invalidate the proceedings.

78.     No business shall be conducted at the Annual General Meeting unless a quorum of
sixteen members is present to open the meeting and, upon request, before any vote.

79.     The following items of business shall be dealt with and deemed ordinary business at the
Annual General Meeting of the Society:

(a)  Minutes of the previous annual general meeting;

(b)  Acceptance of the annual report of the directors;

(c)   Acceptance of the annual financial report of the Society; and

(d)  Election of directors.

Finance

80.     The members may appoint an auditor of the Society at the Annual General Meeting.
If the members fail to appoint an auditor, the directors may do so.

81.     The Treasurer shall present to the members at the Annual General Meeting a written
report on the financial position of the Society. The report shall include:

(a)  A balance sheet showing its assets, liabilities and equity; and

(b)  A statement of its income and expenditure in the preceding fiscal year.

82.     A copy of the financial report shall be signed by the auditor or by two directors.

83.  A signed copy of the financial report shall be filed with the Registrar within fourteen (14)
days after each Annual General Meeting.

84.  The Society may only borrow money as approved by a special resolution of the
members.

85.  The Society shall not make loans, guarantee loans or advance funds to any director.

Remuneration

86.  No funds of the Society shall be paid to, or be available for the personal benefit of, any
member.

87.  Members may be reimbursed for expenses incurred on behalf of the Society and
approved by the directors.

88.  Directors and officers shall serve without remuneration and shall not receive any profit
from their positions.

89.  A director or officer is entitled to be reimbursed for reasonable expenses incurred in the
performance of their duties.

Inspection of Society Records

90.  Any member may inspect the annual financial statements and minutes of members’ and
directors’ meetings at the registered office of the Society with seven (7) business days’
notice.

91.  Any member may inspect all other books and records of the Society at the registered
office of the Society within two (2) days prior to the Annual General Meeting.

Parliamentary Authority

92.  The rules contained in the current edition of “Robert’s Rules of Order Newly Revised”
shall govern the Society in all applicable cases where they are not inconsistent with the
Memorandum of Association or these by-laws.