By-Laws 2014-06-23T14:27:49+00:00

By-Laws for Horticulture Nova Scotia Association

Approved by Special Resolution At the Annual General Meeting of the Membership

January 28, 2013. Amendments approved at AGM on January 27, 2014.

BY-LAWS
HORTICULTURE NOVA SCOTIA ASSOCIATION

DEFINITIONS

In these by-laws unless there is something in the subject of context inconsistent herewith

a) “Association” means Horticulture Nova Scotia Association;

b) “Registrar” means the Registrar of the Joint Stock Companies appointed under the Nova Scotia Companies Act;

c) “Special Resolution” means a resolution passed by not less than three quarters of such members entitled to vote as are present in person at a general meeting of which notice specifying the intention to purpose the resolution has been duly given;

d) “Natural Products Act” means the act to provide for regulating the marketing of certain natural products;

e) “Producer Category” means one of the vegetable or strawberry/bramble/ highbush blueberry producers, including greenhouse vegetable, or strawberry/bramble/ highbush blueberry nursery stock or perennial vegetable nursery stock producers or any other crops recognized as commodities eligible for membership in the Association on the approval of the Association at the annual meeting (amended 2015);

f) “Producer Member” means any producer who meets the membership requirements as determined by the Board of Directors and approved by the Association at the annual meeting;

g) “Producer” means any individual, partnership or corporation engaged in the production of any product as designated in the Producer category;

h) “Affiliated Organization” means any marketing board under the Natural Products Act or other horticultural organization administered by the Association who pays a fee on behalf of its membership, by special agreement as set out in Article III of these by-laws

 

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 others, shall be members of the Association, and their names shall be entered in the Register of Members accordingly

2. Membership in the Association shall consist of any of the following who upholds the objects of the Association and contributes annually to the support of the Association a membership fee set by the Board of Directors and approved by the members at an annual meeting and appended to these By-laws as Schedule A:

a)      Producer members: Individuals, partnerships, or corporations engaged in the growing of vegetables or strawberries/brambles/ highbush blueberries, including greenhouse vegetable, or strawberry/bramble/highbush blueberry nursery plants, or other producer categories as set out in the Definitions (amended 2015);

b)      Agri-business member: Any person engaged in the manufacture or distribution of farm equipment, supplies, or services to the horticultural industry;

c)      Associate member: Any other person or group who has an interest in the horticulture of Nova Scotia, but is not engaged growing of vegetables and small fruit or grows less than one acre or is in an agri-business as defined in Schedule A;

d)      Honourary member: Any producer, individual, or organization who has been awarded a honourary membership for outstanding contributions to the Association or distinguished attainments in agriculture shall be a life member in good standing as determined by the Board of Directors.

3. For the purposes of registration the number of members in the Association is unlimited.

4.  Every member of the Association in good standing shall be entitled to attend any annual meeting and all other meetings  the Association and to hold any office, and any producer member shall be entitled to vote at any regular or annual meeting of the membership, but there shall be no proxy voting.

5. Membership in the Association shall be non-transferable.

6. No formal admission to membership shall be required and any entry in the Register of Members by the Secretary of the name and address of any individual or organization shall constitute an admission to membership in the Association.

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

8. All members in good standing shall be entitled to receive regularly such communications as may be sent out by the Association to its members from time to time, and any other services that the Association may provide or arrange.

 

Article II

MEMBERSHIP FEES

1. Fee schedules shall be determined by the Board of Directors with the consent of the general membership at a regular or annual general meeting and this decision shall be appended to these by-laws as Schedule A. Notice of a proposal to change dues shall be given at least 10 days previous to the meeting.

 

Article III

AFFILIATED ORGANIZATIONS

 

1.  The Board of Directors may accept application for affiliation from any marketing organization established under the Natural Products Act of Nova Scotia, or any horticultural organization, and said group may be admitted to the Association upon approval of the membership at an annual meeting;

2.  Any affiliated organization, upon being admitted to the Association shall pay an annual administration fee agreed to by both parties and approved by the Board of Directors;

3.  Any member of an affiliated organization may become a member of the Association as outlined in Article 1 of these by-laws;

4. An affiliated organization shall provide the Association annually with the names and addresses of all officers of the organization with the minutes of the annual business meeting of the organization. An affiliated organization shall also provide the Association with a copy of the Constitution of the organization and with a membership list, where applicable, and shall advise the Association annually of any revisions thereof;

5. Any affiliated organization must give notice of termination at an annual meeting and shall not withdraw until a minimum of 6 months have elapsed after the notice of termination.

 Article IV

MEETINGS

1. a)  An annual general meeting of the Association shall be held within three months after the end of each fiscal year of the Association at such time and place as may be designated by the Board of Directors;

b)   An extraordinary general meeting of the Association may be called by the President or by the Directors at any time, and shall be called by the Directors if requisitioned in writing by at least ten per cent (10%) of the members of the Association.

2. Ten 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 electronically and/or by sending it through the post in a prepaid letter addressed to each member at his or her last known address. Any notice shall be deemed to have been given at the time when the letter containing the same would be delivered in the ordinary course of post and in proving 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 of any member shall not invalidate the proceedings of any general meeting.

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

Minutes of the 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;

Election of Directors for the ensuing year;

Appointment of Auditors.

All other business transacted at any ordinary or annual 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 Association.

4. No business shall be transacted at any annual or regular meeting of the Association unless a quorum of members is present at the commencement of such business and such quorum shall consist of 15 members.

5. 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.

6.      a)      The President of the Association shall preside as Chairperson at every general meeting of the Association;

b)      If there is no President, or if at meeting s/he or he is not present at the time of holding the same, a Vice-President will preside as Chairperson;

c)      If there is no President or Vice-President or if at any meeting neither the President nor Vice-President is present at the holding of the same, the members shall choose someone of their number to be Chairperson.

7.  The Chairperson shall have no vote except in the case of an equality of votes; s/he shall have the casting vote.

8. The Chairperson 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.

9. At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the book of the proceedings of the Association 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.

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

 

Article V

VOTES OF MEMBERS

 

1.      a)   Each producer member is entitled to one vote and no more and there shall be no proxy vote;

b)   Agribusiness, Associate and Honorary members are not entitled to a vote at annual or regular meetings of the membership, but may hold any office in the Association and vote on issues related to said office, with the exception of those holding the position of Director, who by virtue of their office, shall have the right to vote at any general or regular meeting of the membership during their term of office.

 

Article VI

BOARD OF DIRECTORS

1.Unless otherwise determined by general meeting, the number of Directors shall be set at nine (amended 2004);

2. Any member of the Association shall be eligible to be elected a Director of the Association;

3. Three Directors shall be elected by the members at each ordinary or annual meeting of the Association for a three year term from nominations presented by the Nominating Committee or from the floor (amended 2004);

4. The Nominating Committee Shall consist of the two most recent Past Presidents who are current paid members of the Association and shall present an interim report to the Board of Directors no later than the end of November of each year previous to the annual meeting (amended 2004); 

5. Each Director can serve for a maximum of two consecutive three year terms (amended 2004);

6. In the event that a Director resigns his/her office or ceases to be a member in the Association, whereupon his/her office as Director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired term by the Board of Directors from among the members of the Association;

7. The Association may, by special resolution, remove any Director before the expiration of the period of the 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 s/he had not been removed;

8. Meetings of the Board of Directors shall be held as often as the business of the Association may require and shall be called by the President. A meeting of the Directors may be held at the close of every ordinary or annual general meeting of the Association 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 not invalidate the proceedings at any meeting of the Board of Directors (amended 2004).

9. No business shall be transacted at any meeting of the Board of Directors unless at least five in number of the Directors are present at the commencement of such business.

10. The Chairperson, or in his/her absence, a Vice Chairperson, or in the absence of all of them, any Director appointed from among those Directors present shall preside as Chairperson at the meetings of the Board;

11. The Chairperson shall have no vote except in the case of an equality of votes; s/he shall have the casting vote.

12. The immediate Past President shall be retained on the Board as an ex officio member. In the event of the death, resignation, or removal of a President, the most recent Past President may be retained as an ex officio member.

13. If a Director misses more than four consecutive Board meetings, at the Board’s discretion said Director may be notified to step down for replacement (amended January 07).

Article VII

POWERS OF THE DIRECTORS

1.  a)  The management of the activities of the Association 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 all such acts and things as may be exercised or done by the Association and are not hereby or by Statute expressly directed or required to be exercised to be done by the Association in general meeting;

b)      The Directors may appoint an executive committee, consisting of the officers and other such persons as the directors decide;

c)      The Directors may determine remuneration as is deemed appropriate for conduct of the activities of the Association.

 

Article VIII

OFFICERS

1. The officers of the Association shall be a President, First Vice-President, Second Vice President, Treasurer and Secretary. The offices of Secretary and Treasurer may be combined;

2. The Directors shall elect one of their members to be President of the Association. The President shall, when present, preside at all meetings of the Association and Board of Directors and shall decide all questions of order and make any suggestions as s/he may deem necessary in the interests of the Association and perform such duties as may be assigned to him/her by the Board of Directors from time to time. S/he shall be ex officio, a member of all committees appointed by the Association. S/he shall call general meetings of the Association and Directors or Executive meetings as the interests of the Association demand;

3. The Directors may also elect from their number a First Vice -President and a Second Vice President. The First Vice-President shall, at the request of the Board and subject to its directions, perform the duties of the President during the absence, illness or incapacity of the President, or during such period as the President may request him/her to do so, and failing the presence of the First Vice President, the Second shall perform such duties;

4.  a) There shall be a Secretary of the Association who shall keep the minutes of the meetings of members and Directors and shall perform such other duties as may be assigned to him/her by the Board. The Board shall appoint the Secretary and may also appoint the Treasurer of the Association to carry out such duties as the Board may assign. If the Directors think fit, the same person may hold both offices of Secretary and Treasurer;

b) The Directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws, be deemed to be Secretary;

c)  In lieu of a Secretary and/or a Treasurer, a Secretary-Treasurer to be known as the Executive Secretary may be appointed by the Board to be an ex officio clerk to the Board of Directors and shall not be entitled to vote. The Executive Secretary shall hold office at the pleasure of the Board and shall receive such remuneration as shall be determined by the Board. S/he shall attend meetings of the Association, its officers, Boardof Directors or Committees and record such facts and minutes of all proceedings in the books kept for that purpose, and shall keep proper books of account as Treasurer and of the financial position of the Association.

5. Ex-officio appointments shall be decided by the Board of Directors.

 

Article IX

COMMITTEES

1. The Board of Directors shall be responsible for appointing Chairpersons for Committees as deemed necessary to carry out the objectives of the Association and it shall be the responsibility of said Chairs to assure that Committees shall consist of at least three members (amended 2004).

(Article IX Section 2 removed by Spec. Resol. January 17, 2003)

 Article X

FISCAL YEAR

1. The fiscal year of the Association shall be the period from November 1st in any year to October 31st in the year next following.
Article XI

RECORDS

1. The Board of Directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are maintained.

 

Article XII

AUDIT OF ACCOUNTS

1. The auditor of the Association shall be appointed annually by the members of the Association at the annual general meeting and, on failure of the members to appoint an auditor, the Directors may do so.

2. The Association shall make a written report to the members as to the financial position of the Association 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, s/he shall state whether in his/her opinion the balance sheet is a full and fair balance sheet containing the particulars required by the Association and properly drawn up so as to exhibit a true and correct view of the Association’s affairs, and such a report shall be read at the annual meeting.

3. 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.

 

Article XIII

REPEAL AND AMENDMENT OF BYLAW

1. The Association has the power to repeal or amend these by-laws by special resolution passed by three quarters of voting 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.

 

Article XIV

MISCELLANEOUS

1. The Association shall file with the Registrar with its Annual Statement a list of its Directors with their civic and mailing addresses, occupations and dates of appointment or election, and within fourteen days of a change of Directors, notify the Registrar of the change.

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

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

4. Custody of books and records, and custody of the minutes of all the meetings of the Association and the Board of Directors shall be the responsibility of the Secretary.

5. The books and records of the Association may be inspected by any member at any reasonable time within two days prior to the annual meeting at the registered office of the Association.

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

7.The borrowing powers of the Association may be exercised by special resolution of the members.

Scientific Research and Experimental Development (Sr&ed) Tax Credits:

Horticulture Nova Scotia is the recognized agent of its members, acting on their behalf, on matters relating to SR&ED; so that SR&ED contributions made by Horticulture Nova Scotia will be considered by the Canada Customs and Revenue Agency as a direct payment from the members to the actual performers of the SR&ED. (Added by Spec. Resol. January 17,2003)

  

Appendix to the By-Laws – Horticulture Nova Scotia Association*

Schedule A

Membership Fees

(1) Producer Fees

Each producer shall pay a membership fee composed of the total of:

a)     Base rate of $57.50

plus

b)     $3.45 per producing acre

plus

c) a sliding scale (as below)based on the prior year’s gross farm income on eligible products.

To $50,000                                         – $11.50 per $10,000.00

Over $50,000 to $100,000             – $143.75

Over $100,000 to $250,000           – $287.50

Over $250,000 to $500,000           – $575.00

Over $500,000 to $1 million           – $862.50

Over $1 million                                   – $1,150.00

The maximum total membership fee is $2070.00

 

(d) The amount of such levies as are collected on strawberry plant sales from the previous fiscal year shall be deemed as pre-payment against an individual’s membership fees as determined above (added 2004);

 

(e) Those nursery plant producers who collect the levy on strawberry plant sales on behalf of the Association shall have a credit against their membership fee in the amount of 25% of the amount of levy collected(added 2004).

 

(2) Agribusiness Membership Fees

 

Per business: $115.00. If the owner of a business is also a grower, the grower fee must be paid. Each business shall designate one person to whom member benefits shall apply.

 

(3) Associate Member Fees

 

(a) Individual: $57.50 per individual. This is for individuals interested in the horticultural industry but not a group or business (students, researchers, retired farmers, members of other commodity groups, etc). Producers of 1 acre or under of eligible horticultural produce may choose to apply as an associate member.

 

(b) Group: $115.00 per group. This is for recognized groups interested in the horticultural industry. Each group shall designate one person to whom member benefits shall apply.

  

Memorandum of Association

Name

1. The Association shall be known as HORTICULTURE NOVA SCOTIA ASSOCIATION.

 

2. The object of the Association shall be to enhance collaborative efforts among members, which will strengthen and provide leadership to a sustainable horticultural industry.

a) by Information dissemination: to maintain a system suitable for accumulating and communicating timely information to the membership;

b) by Special promotions. To identify and develop special promotions as required;

c) by Liaison with government and other organizations: To liaise, promote unity and cooperation with agricultural groups, government agencies, and other organizations, to represent the interests of the organization;

d) by Research: To promote unity and cooperation with the research community and to facilitate the identification of research priorities and specifically directed research designed to benefit the horticultural industry;

e) by Education and awareness: To upgrade the level of awareness of horticulture, its needs and its issues;

f) by an Annual conference: To organize, promote and deliver an annual conference to encourage unity, provide information and promote communications between membership and others interested in the horticultural industry. An annual meeting of the membership may be included in the conference agenda or held separately as decided by the Board of Directors;

g) 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 object of the Association;

h) 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 Association.

PROVIDED that nothing herein contained shall permit the Association to carry on trade, industry or business and the Association shall be carried on without purpose of gain to any of the members and that any surplus or any accretions of the Association shall be used solely for the purposes of the Association and the promotion of the objects.

PROVIDED, further, that if for any reason the operations of the Association 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 Association.

 

Location

3. The activities of the Association are to be carried on in Nova Scotia;

4. The Registered office of the Association is situated at Blair House, Agricultural Centre, 32 Main St., Kentville, NS B4N 1J5

Schedule BThe products eligible for producer membership in Horticulture Nova Scotia are as follows:
  • Berries
    • Blackberries
    • Raspberries
    • Strawberries
    • Highbush blueberries
  • Vine Crops
    • Cantaloupe (Muskmelon)
    • Honeydew
    • Watermelon
  • Vegetables
    • Artichoke
    • Asparagus
    • Beans (fresh market):
    • Green or yellow wax beans
    • Shell beans
    • Dried beans
    • Broad and lima beans
    • Beets
    • Broccoli
    • Brussels sprouts
    • Cabbage:
      • Cabbage, Green
      • Cabbage, Red
      • Cabbage, Savoy
      • Cabbage, Chinese
    • Carrots
    • Cauliflower
    • Celeriac
    • Celery
    • Chinese vegetables
    • Corn
    • Cucumber, table (field grown & greenhouse)
    • Cucumber, pickling
    • Eggplant (aubergine)
    • Fennel
    • Greens (potherbs):
      • Dandelion
      • Cardoon
      • Collards
      • Kale
      • Mustard
      • Spinach
      • Swiss Chard
    • Greens (salad):
      • Chicory
      • Cress
      • Endive
      • Escarole
      • Lettuce
      • Ground cherry
    • Herbs, culinary, (field grown):
      • Basil
      • Chervil
      • Ginseng
      • Marjoram
      • Mint
      • Parsley
      • Sage
      • Savory
    • Other
    • Kohlrabi
    • Leeks
    • Okra
    • Onion:
      • Bulb onions
      • Scallions (green onions)
      • Garlic
      • Shallot
    • Parsnip
    • Peas (fresh market)
    • Peas, edible podded
    • Peppers, sweet (field grown & greenhouse)
    • Peppers, hot (field grown & greenhouse)
    • Pumpkin
    • Radish
    • Rapini
    • Rhubarb
    • Rutabaga
    • Salsify
    • Squash, Summer
    • Squash, Winter
    • Sweet Potatoes
    • Tomatoes, (field grown & greenhouse)
    • Tomatillos
    • Turnip, white summer
  • Nursery Crops
    • Asparagus crowns
    • Blackberry canes
    • Raspberry canes
    • Rhubarb crowns
    • Strawberry plants
    • Highbush blueberry plants