1. In these by-laws unless there be something in the subject or context inconsistent therewith:
  a) “Club” means Valley Gardeners Club.
  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 twelve (12) members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying resolution has been duly given.
  d) “Member” means a paid up member of the Club.
  e) “Trustees” means Board of Trustees of the Club.
  f) Singular includes plural and vice versa. Masculine includes feminine and vice versa.
2. Subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by laws, and no others, shall be members of the Club, and their names shall be entered in the Register of Members accordingly.
3. For the purpose of registration the number of members in the Club is unlimited.
4. Every member of the Club shall be entitled to attend any meeting of the Club and to vote at any meeting of the Club and to hold office, but there shall be no proxy voting.
5. Membership in the Club shall not be transferable.
6. No formal admission to membership shall be required and the entry in the Register of Members by either the Secretary or the Chairperson of the Membership Committee of the Club shall constitute an admission to membership in the Club.
 7. Membership in the Club shall cease upon the death of a member, or if, by notice in writing to the Club, he/she resigns his/her membership, or if he/she ceases to qualify for membership in accordance with these bylaws.
 8. Dues shall be approved at each Annual Meeting and if not approved at the Annual Meeting shall be set by the executive. Dues shall be payable at the first meeting of the fiscal year.
9. The fiscal year of the Club shall be the period from November 1st in any given year to October 31st in the year next following.
10. The general membership of the Club shall meet once a year, in the fall of the year.
11. The Executive shall meet as deemed necessary. Any three or more members of the Executive may call a special meeting.
12. All meetings shall be conducted according to Robert’s Rules of Order.
13. At each Annual Meeting of the Club, the following items of business shall be dealt with and shall be deemed to be ordinary business:
    Minutes of the preceding Annual Meeting.
    Consideration of the Annual Report of the President of the Club.
    Consideration of the financial statements, including balance sheet and
operating statement, and the report of the Auditor thereon.
    Consideration of reports by Committee Chairpersons.
    Election of Executive Officers, Trustees and Chairpersons of Committees.
    Appointment of an Auditor.
  All other business transacted at an 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 Club.
14. No business shall be transacted at any general meeting of the Club unless a quorum of members is present at the commencement of such business and such quorum shall consist of twelve members of the Club.
15. 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 is not present, it shall be adjourned sine die.
16. a) The President of the Club shall preside as Chairperson at every meeting of the Club.
  b) If there is no President or if at any meeting he/she is not present at the time of holding same, the Vice president shall preside as Chairperson.
  c) If there is no President or Vice president or if at any meeting neither the President nor the Vice President is present at the holding of the same, he members present shall choose one of their members to act as Chairperson
17. The Chairperson shall have no vote except in the case of an
equality of votes. In the case of an equality of votes he/she shall have a casting vote.
18. 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.
19. At a general meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried or has not been carried and an entry to that effect in the book of the proceedings of the Club 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.
20. If a poll is demanded in 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 Club in general meeting.
21. Only members whose dues are fully paid shall be entitled to a vote. Every member shall have one vote and no more.
22. The The Executive shall consist of a Past President, President, Vice President, Secretary, Treasurer, the Chair of the Program Committee and the Chair of the Communications and Promotions Committee..
23. The Executive shall be elected from the membership of the Club at the time of the Annual Meeting and shall not hold the same office for more than two consecutive years.
24. In the event that an Executive member resigns his/her office or ceases to be a member of the Club, his/her office shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Executive appointing a replacement
25. The Club may, by special resolution, remove any Executive Officer before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall hold office for the unexpired term of the officer so replaced.
26. The President of the Club shall act as Chairperson of the Executive and the Secretary of the Club shall act as Secretary of the Executive and shall keep and maintain a proper set of minutes of all meetings of the Executive, a copy of which shall be kept with the general records of the
27. The Executive shall meet at least once a year which may be following the Annual Meeting of the Club and may meet at other times as deemed necessary by the Chairperson of the Executive.
28. No business may be transacted at any meeting of the Executive unless at least one half of the said Officers are present at the commencement of such business.
29. The management of the day today activities of the Club shall be vested in the Executive, 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 Club and are not hereby or by Statute expressly directed or required to be exercised or done by the Club in general meeting. In particular, the Executive shall have power to engage one or more employees and to determine the duties, responsibilities, job descriptions and remuneration of such employees.
30. The Executive under the leadership of the President shall consider and make long term plans and goals for the Club and are responsible for the implementation of the plans and goals.
31. The President of the Club shall have general supervision of the activities of the Club and shall perform such duties as may be assigned to him/her by the Executive from time to time.
32. The President shall be ex officio member of all Committees.
33. The Vice President shall, at the request of the said Executive 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.
34. The Treasurer of the Club shall insure a set of books be maintained to accurately record income from every source and disbursements therefrom, subject to annual audit. This Officer shall present a complete report of the financial transactions of the preceding year and a statement of the assets and liabilities of the Club to the Annual Meeting of the Club; and such other duties as may be assigned from time to time.
35. The Treasurer of the Club shall deposit all Club funds in a chartered bank or trust company approved by the Executive. All Club spending shall be approved by the Executive.The signing Officers shall be any two of the following: President, Treasurer and/or Past President.
36. The Auditor of the Club shall be appointed annually by the members of the Club at the Annual Meeting, and on failure of the members to obtain an auditor, the Executive may do so. The Auditor shall make a written report to the members upon the balance sheet and operating account and in every respect, he/she shall state whether, in his/her opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Club and properly drawn up so as to exhibit a true and correct statement of the Club’s affairs, and such report shall be read at the Annual Meeting.
37. The Nominating Committee shall consist of three (3) members of the Club of which one shall be the Past President. The Committee shall be appointed by the Executive. The Nominating Committee shall present a slate of nominations for the Club Executive and the Programme Chairperson and shall present their report at each Annual Meeting.
38. The Executive may appoint Committees as required.
39. Preparation of the minutes, custody of the books and records and the custody of the minutes of all meetings of the Club and of the Executive shall be the responsibility of the Secretary.
40. The books and records of the Club may be inspected by any member at any reasonable time within two days prior to the Annual Meeting at the registered office of the Club.
41. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Club by the President or Vice President and the Secretary, or otherwise as prescribed by resolution of the Executive.
42. The borrowing power of the Club may be exercised by special resolution of the members.
43. The Club has authority to accept money in the form of a donation for the purpose of carrying out the objectives of the Club.
44. No member of the Club shall be personally liable for anything done by him/her on behalf of the Club except where there
is an active breach of trust on his/her part.
45. An amendment of this set of by laws requires a previous notice of sixty (60) days prior to a meeting of the Club.
46. At said meeting a two thirds majority vote of the Club shall effect any change.