1. In these by-laws

a) “Society” means The Rug Hooking Guild of Nova Scotia, hereinafter referred to as RHGNS.

b) “Registrar” means the Registrar of Joint Stock Companies.

c) “Special Resolution” means a resolution passed by not less than three-fourths of such members  entitled to vote as are present at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

d) “Annual General Meeting”, hereinafter referred to as AGM, shall be the general meeting held annually to transact the general business of the RHGNS.

e) “President” means the chairperson of the RHGNS.

f) “Vice president” means the vice chairperson of the RHGNS.

g) “Executive” means the Executive Committee of the RHGNS formed by officers and directors

h) “Officers” mean President, Vice President, Secretary, Treasurer and Past President.

i) “Directors” mean all elected officers and approved regional representatives selected by their region and approved at AGM to oversee the governance of the RHGNS. They are accountable to the whole membership.

a) Any person who subscribes to the Memorandum of Association and who pays an annual membership fee, or is a life or honorary member, shall be admitted to membership in accordance with these by-laws.

b) All regular and life members shall be entitled to attend and vote at any general meeting of the RHGNS.

c) Membership in the RHGNS shall cease upon death of a member; or, if a member ceases to pay the annual membership fees.

d) Life memberships may be granted to any member of the RHGNS for outstanding contributions to the RHGNS and shall receive free membership thereafter. Honorary membership may be granted to non-members who have made an outstanding contribution to the RHGNS or to the field of rug hooking.

The full rights, privileges, and responsibilities shall be extended to all members.

Membership fees shall be established by resolution at an AGM and shall be in effect until changed at a subsequent AGM.

a) The fiscal and membership year shall be from October 1 of one year to September 30 in the following year.
b) An annual budget shall be prepared by the finance committee and officers and accepted by the Board of Directors before presentation at the AGM where it shall be approved. It will serve as a guide for the financial activity of the year but regular reviews must be done to assure cash flow and expenses are developing as planned. Any and all expenditures over $100 must be approved by the Executive Committee and ratified by the Board at the next Board Meeting

a) There shall be one general meeting each year, known as the AGM, which shall be held on a Saturday in October at a time and place approved by the Board of Directors. The purpose of the AGM shall be to receive reports from officers, regional directors, and committees; for the purpose of electing officers, approving regional directors; appointing a financial reviewer and, for any other business that may arise.

b) Notice of meetings shall be given orally, electronically or in writing at least fourteen (14) days prior to the meeting date indicating the time and place. Notice of the Annual General Meeting shall be given orally, electronically or in writing thirty (30) days in advance of the meeting indicating time and place. Notice of any special resolution shall be specified with the meeting notices.

Any special general meetings of the Association may be called by the president or the directors at any time and shall be called by the directors, if requested, in writing by twenty-five percent (25%) of the members of the Association.

c) The Board of Directors shall meet three times per year. The first one shall be in the fall immediately following the AGM, one in the spring and one in the late summer. One or more may be held by virtual means.

A quorum at the AGM and any special meetings shall be 5% of the paid-up members. Ordinary resolutions shall be passed by a majority vote of those members present. A special resolution shall be passed by not less than three-fourths of the members present. Every member shall have one vote. There shall be no proxy voting. 51% of its members shall constitute a quorum at Executive and Board meetings.

a) Any member of the RHGNS shall be eligible to be elected and/or approved as a director of the RHGNS. Regional Directors shall be elected in their regions and approved as Directors of the Board at the RHGNS AGM. Directors shall be elected and/or approved at the AGM of the RHGNS.

Duties of Officers:
The officers of the RHGNS shall be President, Vice President, Treasurer, Secretary, and Past President.

1) The President of the RHGNS shall preside as chairperson of every general meeting of the RHGNS; shall have general supervision of the activities of the RHGNS and shall perform such duties as may be assigned by the members from time to time.
2) The Vice President shall perform the duties of the chairperson during the absence, illness or incapacity of the President or when asked to do so by the President and shall be a member of the RHGNS Rug School Committee.
3) The Secretary of the RHGNS shall keep the minutes of meetings of the RHGNS and shall perform such other duties as may be assigned by the members. In the custody of the secretary shall be the RHGNS seal, copies of minutes, books and records. The secretary must file with the Registrar all annual requirements within fourteen (14) days following each annual meeting. This must include a list of directors with their civic addresses, occupations and dates of election and a copy of every single resolution.
4) The Treasurer shall carry out such duties as the members assign. The Treasurer shall present regular written reports to the RHGNS showing a balance sheet and operating account. A copy of the Annual Financial Statement signed by a financial reviewer must be filed with the Registrar within fourteen (14) days after each annual meeting.
5) The Past President shall chair the Nominating Committee and also chair the RHGNS Rug School Committee.
The Board of Directors shall manage the activities of the RHGNS according to the authority of these by-laws; and, perform any such and all duties as vested in them by the AGM or by resolution at any meeting of the Board of Directors, providing no activity shall contravene the Memorandum of Association of the RHGNS. The Board shall hold office until the dissolution of the meeting at which their successors are elected.
a) If an officer resigns or ceases to perform the duties of the office during the two-year term (or longer) as defined by these by-laws and the Guidelines of Officers/Directors and Executive, the officer shall be removed by resolution and another appointed from among the membership to carry out the duties of this office for the unexpired portion of the term.
b) The Executive Committee shall be the President, Vice-President, Secretary, Treasurer, Past President, Director of Archives, Membership Director, Magazine Director, Publicity Director, Website Director, Heritage Rug Registry Director, Fairs and Exhibitions Director, Rug School Director and Teachers Branch President or Vice President.
c) Executive members, with three exceptions, shall be elected for a two-year term at the AGM of the Guild and, except for the Officers, may be re-elected for an additional two-year term. The exceptions are: 1) Director of Archives may be reappointed ; 2) Teachers Branch President shall have been elected at the Teachers Branch AGM; and 3) Magazine Director may be reappointed. The job descriptions of all Board members shall be described RHGNS Guidelines.

Officers and Directors will not receive remuneration; but they will be reimbursed for travel, accommodations and clerical expenses as approved by the Board of Directors.

Standing committees shall be: awards, finance, magazine, nominating, publicity, heritage hooking registry, and such ad hoc committees as may be required to carry out the mandate of the RHGNS. Membership of committees shall be approved by the Board of Directors.

All committees shall be made up of a minimum of three members with the president ex officio on all with voice and vote. Committee members shall not serve on the same committee for more than two years. However, in some circumstances, they may be reappointed for a maximum of two more years.

The RHGNS shall hold an annual Rug School(s) known as the Rug Hooking Guild of Nova Scotia Rug School.

The RHGNS shall sponsor a Teachers Branch.

The RHGNS shall publish a magazine adhering to magazine policy which will have been approved at the AGM.

The accounts of the Guild shall be reviewed annually by a bona fide arm’s length, non-member, who shall be approved at the AGM. If an approved financial reviewer resigns or dies after appointment at the AGM, the Board of Directors shall appoint a financial reviewer for that year.

Contracts, deeds, bills of exchange and other instruments and documents shall be executed on behalf of the RHGNS by the president and secretary. If an official seal is ever deemed necessary, it too, shall be affixed to any official documents. Cheque signing officers shall be any two of four of the Treasurer, Secretary, Vice president and President.

a) The books and records of the RHGNS may be inspected by any member at any reasonable time within two days (2 days) prior to the AGM.

b) Borrowing powers of the RHGNS shall only be exercised by special resolution of the members at the AGM.

c) The RHGNS shall file information with the Registrar within fourteen days (14) of any changes including

1) its annual financial statement and financial review; 

2) a list of its directors with their full residential addresses, occupations and dates of appointment or election;

3) any change of directors at any time;

4) any special resolution;

5) any other information required by the Registry.

These by-laws may be amended by a three-fourths vote of the members in attendance at a duly qualified AGM. Notice of any amendments shall be distributed to all members at least thirty days before the AGM.

The rules of procedure of the RHGNS shall be Robert’s Rules of Order.