MEMORANDUM OF ASSOCIATION OF NOVA SCOTIA ALZHEIMER DISEASE AND OTHER DEMENTIAS CARE COURSE COMMITTEE March 2006
2 MEMORANDUM OF ASSOCIATION OF NOVA SCOTIA ALZHEIMER DISEASE AND OTHER DEMENTIAS CARE COURSE COMMITTEE 1. The name of the Society is Nova Scotia Alzheimer Disease and Other Dementias Care Course Committee. 2. On a volunteer and non-profit basis the Society will seek to achieve these objects: (c) (d) (e) (f) (g) To establish standards and content, review, evaluate and revise the Nova Scotia Alzheimer Disease and Other Dementias Care Course. To promote and monitor the delivery of the Nova Scotia Alzheimer Disease and Other Dementia Care Course. To identify issue related to the care of persons effected by Alzheimer Disease and other dementias, and forward recommendations to the appropriate bodies or individuals. To ensure that sufficient resources are in place to sustain the Nova Scotia Alzheimer Disease and Other Dementias Care Course. To generally promote the affairs of the Society. 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 the 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. 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.
3 PROVIDED further that if for any reason the operations of the Society are terminated or are wound up, or are 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 out in the Province of Nova Scotia and in any other place if such activities further the objectives of the Society. 4. The registered office of the Society is at: 2 Dartmouth Road, Bedford, NS B4A 2K7 We, the several persons whose names, addresses, and occupations are subscribed, desire to be formed into a Society, in pursuance of this Memorandum of Association. DATED at Bedford, this 10 th day of March A.D., 2006. Name Tim McAuley Donna Dill Pam Shipley Tamara Ballard Address 57 Broad Street Lunenburg, NS B0J 2C0 67 Wildwood Blvd. Dartmouth, NS B2W 269 24 Tracey Road Brookside, NS B3T 1T9 82 Oakhill Road RR#7 Bridgewater, NS B4V 3J5 Occupation Education Coordinator/Resident Advocate Registered Nurse Program Manager Geriatric Clinic Coordinator Debbie Fillmore 3303 Highway 209 Advocate Harbour, NS B0M 1A0 Recreation Coordinator Witness to the above signatures: Mary Anne Campbell of Halifax Regional Municipality, Province of Nova Scotia, Barrister
4 LIST OF DIRECTORS OF NOVA SCOTIA ALZHEIMER DISEASE AND OTHER DEMENTIAS CARE COURSE COMMITTEE The following are to serve as first directors from the date of incorporation until the first meeting of members. Dated at Bedford, Nova Scotia, this 10 th day of March, 2006. Name Tim McAuley Donna Dill Pam Shipley Tamara Ballard Address 57 Broad Street Lunenburg, NS B0J 2C0 67 Wildwood Blvd. Dartmouth, NS B2W 269 24 Tracey Road Brookside, NS B3T 1T9 82 Oakhill Road RR#7 Bridgewater, NS B4V 3J5 Occupation Education Coordinator/Resident Advocate Registered Nurse Program Manager Geriatric Clinic Coordinator Debbie Fillmore 3303 Highway 209 Advocate Harbour, NS B0M 1A0 Recreation Coordinator Tim McAuley Signed as Director
5 BY-LAWS OF NOVA SCOTIA ALZHEIMER DISEASE AND OTHER DEMENTIAS CARE COURSE COMMITTEE 1. In these by-laws unless there be something in the subject or context inconsistent therewith (c) Society means Nova Scotia Alzheimer Disease and Other Dementias Care Course Committee. Registrar means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act. 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 has been duly given. MEMBERSHIP 2. Unless otherwise determined by special resolution, the number of members shall not be less than five or more than fifteen. The subscribers to the Memorandum of Association of the Society shall be the first members of the Society, and their names shall be entered in the Registry 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. Votes may be cast either personally or by proxy in accordance with these by-laws. 5. Membership in the Society shall not be transferable. 6. Any individual over the age of 18 years residing in Nova Scotia who is nominated and admitted to membership in accordance with these by-laws shall be admitted to membership in the Society. 7. The Directors may appoint a Nominating Committee to consider nominations for membership in the Society and to make recommendations to the members of the Society regarding admission to membership. Nominations for membership may be made by any
6 individual or organization. The Nova Scotia Alzheimer Society and the Nova Scotia Department of Health may each nominate one (1) individual for membership in the Society. 8. An individual shall be admitted to membership in the Society upon the approval of a majority of the members in general meeting. Where an individual's admission to membership is approved by a majority of the members in general meeting, the Secretary shall enter the name and address of the individual in the Register of Members, which entry shall constitute a formal admission to membership in the Society. 9. Members shall be admitted for a maximum three (3) year term. Membership may be renewed for one additional maximum three (3) year term upon the approval of a majority of the members in general meeting. 10. Membership in the Society shall cease upon: (c) (d) (e) the expiry of the member's term of membership, or, where the member's term of membership has been renewed in accordance with these by-laws, the expiry of the member's renewal term; the death of a member; the resignation of the member, by notice in writing to the Society; the member ceasing to qualify for membership in accordance with these by-laws; or the removal of a member from membership by Special Resolution. 11. The Nova Scotia Association of Health Organizations may nominate one (1) individual, who may be the Care Course Administrator or any other individual, as a non-voting member of the Society (the "NSAHO Representative"). The NSAHO Representative shall be entitled to attend meetings of the members and directors, and shall be eligible for election as a director and officer of the Society, but shall not be entitled to vote at any meeting of the members or directors of the Society. 12. A member, or an individual nominated for membership, who has or could reasonable be seen to have a conflict of interest, has a duty to declare this interest. The declaration should be made to the members: in the case of an individual nominated for membership, upon nomination; and in the case of a member, when the possibility of a conflict is realized.
7 13. A conflict of interest does not prevent an individual from being a member of the Society provided that he withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes. PROXIES 14. Every member entitled to vote at a meeting of the Society may, by means of a proxy, appoint a proxyholder, who shall be a member of the Society, as that member's nominee to attend and act at the meeting, to the extent and with the authority conferred by the proxy. 15. A proxy shall be in writing and executed in the following form: I, of being a member of Nova Scotia Alzheimer Disease and Other Dementias Care Course Committee hereby appoint of as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Society, to be held on the day of, and at any adjournment thereof, or at any meeting of the Society which may be held prior to [insert specified date or event]. Signed: 16. A member or his proxyholder shall deposit a proxy executed by the member at the registered office of the Society at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or with the chair of the meeting on the day of the meeting or an adjournment thereof. 17. A member may revoke a proxy by depositing an instrument in writing executed by the member at the registered office of the Society at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or with the chair of the meeting on the day of the meeting or an adjournment thereof. FISCAL YEAR 18. The fiscal year of the Society shall be the period from April 1 to March 31.
8 19. The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society. An extraordinary general meeting of the Society may be called by the Chair or by the director's at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Society. 20. Seven days' notice of a 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 given in writing, by facsimile, by email, or by sending it through the post in a prepaid letter addressed to each member at his last known address. Any notice shall be deemed to have been given by facsimile or email at the time of transmission, and by post at the time when the letter containing the same would be delivered in the ordinary course of post and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting. 21. At each ordinary or annual 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 statements, including balance sheet and operating statement and the report of the auditors thereon; Appointment of members; Election of officers; Appointment, or waiver of 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. 22. No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of 60% of the membership, or: If the membership of the Society is 6, quorum shall consist of 4 members; If the membership of the Society is 7, quorum shall consist of 4 members;
9 If the membership of the Society is 8, quorum shall consist of 5 members; If the membership of the Society is 9, quorum shall consist of 5 members; If the membership of the Society is 11, quorum shall consist of 7 members; If the membership of the Society is 12, quorum shall consist of 7 members; If the membership of the Society is 13, quorum shall consist of 8 members; and If the membership of the Society is 14, quorum shall consist of 8 members. 23. 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 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. 24. (c) The Chair of the Society shall preside as Chair at every general meeting of the Society; If there is no Chair or if at any meeting he is not present at the time of holding the same, the Vice-Chair shall preside as Chair; If there is no Chair of Vice-Chair or if at any meeting neither the Chair nor the Vice-Chair is present at the holding of the same, the members present shall choose someone of their number to be Chair. 25. The Chair 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. 26. The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted 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. 27. At any meeting, unless a poll is demanded by at lease three members, a declaration by the Chair that a resolution has been carried and an entry to the effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favor of or against such resolution. 28. If a poll is demanded in manner aforesaid, the same shall be held such in a manner as the Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
10 VOTES OF MEMBERS 29. Every member shall have one vote and no more. DIRECTORS 30. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society. 31. Only a member of the Society shall be eligible to serve as a director of the Society, and every member of the Society shall be deemed to be elected a director of the Society. 32. Meetings of the 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, shall be given in accordance with paragraph 12 of these by-laws, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the directors. 33. No business shall be transacted at any meeting of the directors unless a quorum of directors are present at the commencement of such business. Quorum shall be determined in accordance with the formula described in paragraph 13 of these by-laws. 34. The Chair or, in his absence, the Vice-Chair or, in the absence of both of them, any director appointed from among those directors present shall preside as Chair at meetings of the directors. 35. The Chair may be entitled to vote as a director and, in the case of equality of votes, he shall have casting vote in addition to the vote to which is entitled as a director. 36. The directors may transact business via e-mail, provided that any motions approved by the directors via email: (c) are approved by a quorum of the directors as determined in accordance with paragraph 30 of these by-laws; are ratified by a majority the directors present at the following meeting of directors; and are noted in the in the minutes of the following meeting of directors as a motion passed by email and subsequently ratified by a majority of the directors present at the meeting.
11 37. Directors and officers shall serve without remuneration and shall not receive any profit from their positions. However, a director or officer may be paid reasonable expenses incurred in the performance of his duties. POWERS OF DIRECTORS 38. 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 any be exercised or done by the Society and are not hereby of 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. OFFICERS 39. The officers of the Society shall be Chair, a Vice-Chair, a treasurer and a secretary. The offices of treasurer and secretary may be combined. 40. The members shall elect one of their number to be the chair of the Society. The Chair shall have general supervision of the activities of the Society and shall perform such duties as maybe assigned to him by the members from time to time. 41. The members may also elect from their number a Vice-Chair. The Vice-Chair shall, at the request of the members and subject to its directions, perform the duties of the Chair during the absence, illness or incapacity of the Chair, or during such period of the Chair may request him to do so. 42. There shall be a secretary of the Society who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him by the members. The members shall appoint the secretary and may also appoint a treasurer of the Society to carry out such duties as the members may assign. If the members think fit, the same person may hold both offices of secretary and treasurer. The directors may appoint a temporary substitute for the secretary who shall, for the purposes of these by-laws, be deemed to be the secretary.
12 AUDIT OF ACCOUNTS 43. The auditor of the Society may 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. 44. The Society shall make a written report as to the financial position of the Society and the report shall contain a balance sheet and operating account. Where an auditor has been appointed, the auditor 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, and signed by the auditor or two directors of the Society, as applicable, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law. 45. The Society has power to repeal or amend any of these by-laws by special resolution passed in the manner prescribed by law. INDEMNIFICATION 46. Every director or officer, former director or officer, or person who acts or acted at the Society s requires as a director or officer of the Society, a body corporate, partnership or other association of which the Society is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Society against, and it shall be the duty of the director out of the funds of the Society to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such directors, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is make a party by reason of being or having been a director or officer of the Society or such body corporate, partnership or other association, whether the Society is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Society and have priority over all claims.
13 MISCELLANEOUS 47. 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. 48. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed. 49. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the directors. 50. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the directors shall be the responsibility of the Secretary. 51. 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. 52. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chair of the Vice-Chair and the Secretary, or otherwise as prescribed by resolution of the directors. 53. The borrowing powers of the Society may be exercised by special resolution of the members.