Part B

By-laws of the Atlantic Agricultural Hall of Fame

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

(a) “Society” means The Atlantic Agricultural Hall of Fame.

(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-fourths of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution had been duly given.

MEMBERSHIP

2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none others, shall be members of the Society, and their names shall be entered in the Register of Members accordingly.

3. For the purposes of registration, the number of members of the Society is unlimited.

4. 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.

5. Membership in the Society shall not be transferable.

6. See Nos. 3 and 4 in Part A.

7. 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.

8. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he resigns his membership, or if he ceases to qualify for membership in accordance with these by-laws.

FISCAL YEAR

9. See No. 5 in Part A.

MEETINGS

10. See No. 6(a) in Part A.

11. See No. 8 in Part A.

12. At each ordinary or annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

• Minutes of preceding general meeting;
• Consideration of the annual report of the directors;
• Consideration of the financial state- ments, including balance sheet and operating statement and the report of the auditors thereon;
• Election of a nominating committee; Election of directors for the ensuing year;
• Appointment of Auditors.
• All other business transacted at an ordinary or annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.

13. See No. 6(a) in Part A.

14. If, within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.

15.

(a) The Chairman of the Society shall preside as Chairman at every general meeting of the Society.

(b) If there is no Chairman or if at any meeting he is not present at the time of holding the same, the Vice Chairman shall preside as Chairman.

(c) If at any meeting neither the Chairman nor the Vice Chairman is present at the holding of the same, the members present shall choose someone of their number to be Chairman.

16. The Chairman shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he shall have a casting vote.

17. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be trans- acted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.

18. At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chairman that a resolution had been carried and an entry to that effect in the book of the proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.

19. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairman may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.

VOTES OF MEMBERS

20. Every member shall have one vote and no more.

DIRECTORS

21. See No. 9(a) in Part A.

22. See No. 9(b) in Part A.

23. See No. 9(c) in Part A.

24. See No. 9(c) in Part A.

25. See No. 9(a) in Part A.

26. In the event that a director resigns his office or ceases to be a regis- tered member in the Society, whereupon his office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society (See 9(f) in Part A.)

27. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held office if he had not been removed.

28. 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. A meeting of directors may be held at the close of every ordinary or annual 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 invalidate the proceedings at any meeting of the Board of Directors.

29. See No. 9(e) in Part A.

POWERS OF DIRECTORS

30. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the directors shall have power to engage a co-ordinator and to determine his duties and responsibilities and his remuneration. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide. See also No. 10 in Part A.

OFFICERS

31. See No. 10 in Part A.

AUDIT OF ACCOUNTS

32. The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.

33. 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 operating account. The auditors shall make a written report to the members upon the balance sheet and operating account and, in every such report, he shall state whether, in 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 meeting. A copy of the balance sheet, showing the general particulars of its 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 meeting in each year, as required by law.

REPEAL AND AMENDMENT OF BY-LAWS

34. The Association has power to repeal or amend any or all of these by-laws by a special resolution passed by three-quarters ofvoting delegates present at a meeting duly called and the intent of the special resolution has to be circulated to all members at least ten days before the Annual or Special Meeting.

MISCELLANEOUS

35. The Society shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of directors, notify the Registrar of the change.

36. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.

37. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.

38. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and the Board of Directors shall be the responsibility of the Secretary.

39. The 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.

40. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chairman or the Vice-Chairman and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.

41. The borrowing powers of the Society may be exercised by special resolution of the members.