Pubcap - By-laws

BY-LAWS OF THE
PUBNICO COMMUNITY ACCESS PROGRAM ASSOCIATION

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

(a) "Society" means PUBNICO COMMUNITY ACCESS PROGRAM ASSOCIATION.

(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 has 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 other, shall be 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, but there shall be no proxy voting.

5. Membership in the Society shall not be transferable.

6. The following shall be admitted to membership in the Society:

- Any individual, organisation or association who upholds the objectives of the Association and contributes to the support of said association.

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 organisation 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 or by notice using electronic mail to the Society, he resigns his membership, or if he ceases to qualify for membership in accordance with these by-laws.

FISCAL YEAR

9. The fiscal year of the Society shall be the period from January 1st in any year to December 31st, of the same year.

MEETINGS

10. (a) 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.

(b) An extraordinary general meeting of the Society may be called by the Chairperson or by the directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five (25%) in number of the members of the Society.

11. 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 deemed to have been given if a notice advertising the meeting has been published in a local newspaper or broadcast on a local radio station at least seven days prior to the said meeting.

12. 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:

(a) Minutes of preceding general meeting;

(b) Consideration of the annual report of the directors;

(c) Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;

(d) Election of directors for the ensuing year;

(e) Election of officers;

(f) 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. 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 five members.

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 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 Chairperson of the Society shall preside as Chairperson at every general meeting of the Society;

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

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

16. The Chairperson 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 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;

18. At any 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 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 held such in a manner as the Chairperson 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. Unless otherwise determined by general meeting, the number of directors shall not be less than four or more than ten. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

22. Any member of the Society shall be eligible to be elected a director of the Society.

23. Directors shall be elected by members at each ordinary or annual general meeting of the Society.

24. At the first ordinary or annual general meeting of the Society and at every succeeding ordinary or annual general meeting, all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.

25. In the event that a director resigns his office or ceases to be a 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.

26. 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.

27. 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 not invalidate the proceedings at any meeting of the Board of Directors.

28. No business shall be transacted at any meeting of the Board of Directors unless at least one-third in number of the directors is present at the commencement of such business.

29. The Chairperson or, in his absence, the Vice-Chairperson or, in the absence of both of them, any director appointed from among those directors present shall preside as Chairperson at meetings of the Board.

30. The Chairperson 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 he is entitled as a director.

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