Definitions

1. In these by-laws:
(a) “Society” means Prospect Road and Area Recreation 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 Rights and Responsibilities

2. The Society is ultimately accountable to the members of the Society.
3. Every member is entitled to attend any members’ meeting of the Society.
4. Every member may vote at any members’ meeting of the Society.
5. Any member of legal age, or with their guardian’s written consent, is entitled to hold any office.
6. Membership in the Society shall consist of:
(a) the minimum of 5 subscribers to the Memorandum of Association,
(b) those who support the objects of the Society,
(c) those whose name and address is written in the Register of Members thru the secretary,
(d) those who pay an annual fee in an amount to be determined by the Society, and/or
(e) those who reside in the geographic area of Goodwood through West Dover in District 22 of HRM.
7. Membership in the Society is not transferable.
8. Membership in the Society shall cease:
(a) upon death, or
(b) if the member resigns by written notice to the Society, or
(c) if the member ceases to qualify for membership in accordance with these by-laws, or
(d) if, by a vote of the majority of members of the society or a majority vote of the Directors of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society has been terminated.
9. The members may repeal, amend, or add to these by-laws by a special resolution. No bylaw or amendment to by-laws shall take effect until the Registrar approves of it.
10. No funds of the society shall be paid to or be available for the personal benefit of any member.

Members’ Meetings

11. Every member, subject to by-law 4, shall have one vote and no more and there shall be no voting by proxy.

12. A general or special meeting of the members may be held at any time and shall be called:
(a) if requested by the chair, or
(b) if requested by a majority of directors, or
(c) if requested in writing by 3 of the members.

13. Notice to members is required for general or special meetings. The notice must:
(a) specify the date, place, and time of the meeting,
(b) be given to the members seven (7) days prior to the meeting,
(c) be given to the members by newsletters, newspapers, television, radio, e mail, telephone, fax and/or other electronic means,
(d) specify the nature of business, such as the intention to propose a special resolution, and
(e) the non-receipt of notice by any member shall not invalidate the proceedings.

14. An annual general meeting shall be held within three months after every fiscal year end and notice is required which must:
(a) specify the date, place, and time of the meeting,
(b) be given to the members thirty (30) days prior to the meeting,
(c) be given to the members by newsletters, newspapers, television, radio, e mail, telephone, fax and/or other electronic means,
(d) specify the intention to propose a special resolution, and
(e) the non-receipt of notice by any member shall not invalidate the proceedings.

15. At the annual general meeting of the Society the following items of business shall be dealt with and shall be deemed ordinary business and all other business transacted shall be deemed special business:
(a) minutes of the previous annual general meeting,
(b) consideration of the annual report of the directors,
(c) consideration of the annual financial report of the Society,
(d) election of directors,

16. Quorum shall consist of 4 members. No business shall be conducted at any meeting unless a quorum is present to open the meeting and, upon request, before any vote.

17. (a) If a meeting is convened as per by-law 12(a) or 12(b) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be adjourned to such time and place as a majority of the members present shall decide. Notice of the new meeting shall be given and at the adjourned meeting the members present shall constitute quorum only for the purpose of winding up the Society.
(b) If a meeting is convened at the request of the members as per by-law 12(c) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be dissolved.

18. The Chair, or in his/her absence, the Vice-Chair, or in the absence of both of them, any member appointed from among those present, shall preside as Chair at members’ meetings.

19. Where there is an equality of votes the chair shall have a casting vote in addition to the vote he/she has as a member.

20. The Chair may, with the consent of the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.

21. At any meeting a declaration by the Chair that a resolution has been carried is sufficient unless a poll is demanded by at least three members. If a poll is demanded, it shall be held by show of hands or by secret ballot as the Chair may decide.

Directors

22. Any member of the society shall be eligible to be elected a director of the Society and a director of the society shall be a member
.
23. The number of directors shall be a maximum of 12 (not less than 5). The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

24. Directors shall retire from office at the end of each annual general meeting at which their successors are elected. Retiring directors shall be eligible for re election. Directors shall be elected to two-year terms, with one half of the directors elected each year.

25. If a director resigns his/her office or ceases to be a member in the Society, his/her office as director shall be vacated and the vacancy may be filled for the unexpired portion of the term by the board of directors from among the members of the Society

26. The members may, by special resolution, remove any director and appoint another person to complete the term of office.

27. The management of the Society is the responsibility of the directors. In particular, the directors may engage a General Manager, and determine his/her duties, responsibilities and remuneration.

28. The directors may appoint an executive committee and other committees as they see fit.

29. Directors who have, or could reasonably be seen to have, a conflict of interest have a duty to declare this interest. The declaration should be made to the members
(a) upon nomination, and
(b) if serving as a director, when the possibility of a conflict is realized.
30. A conflict of interest does not prevent a member from serving as a director provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.

31. The board of directors shall meet no less than 6 times each year.

32. A meeting of directors may be held at the close of every annual general meeting without notice for the purpose of electing officers. For all other board meetings, notice is required and must:
(a) specify the date, place, and time of the meeting,
(b) be given to the directors seven (7) days prior to the meeting,
(c) be given to the directors by newsletters, radio, public bulletin boards, e mail, telephone, fax and/or other electronic means,
(d) the non-receipt of notice by any director shall not invalidate the proceedings.
(e) notice can be waived for board meetings with the unanimous approval of the Board.

33. Quorum shall consist of 4 of the directors. No business shall be conducted at any meeting of the board of directors unless a quorum is present to open the meeting and, upon request, before any vote.

34. The Chair or, in his/her absence, the Vice-Chair or, in the absence of both of them, any director appointed from among the directors shall preside as Chair of the Board.

35. At directors’ meetings, where there is an equality of votes the Chair shall have a casting vote in addition to the vote he/she has as a member.

Officers

36. The officers shall be elected by the directors and shall be a Chair, a Vice Chair and a Secretary.

37. One of the officers shall be the Chair. The Chair shall be responsible for the effectiveness of the board and shall perform other duties as assigned by the members or the directors.

38. One of the officers shall be the Vice-Chair. The Vice-Chair shall perform the duties of the Chair during the absence, illness, or incapacity of the President, or when the Chair may request him/her to do so.

39. One of the officers shall be the Secretary. The Secretary shall:
(a) have responsibility for the preparation and custody of all books and records including:
1. the minutes of members’ meetings,
2. the minutes of directors’ meetings,
3. the register of members, and
4. filing the annual requirements with the office of the Registrar, and
(b) have custody of the seal, if any, which may be affixed to any document upon resolution of the board of directors.
(c) file with the Registrar:
1. within fourteen (14) days of their election or appointment, a list of directors with their addresses, occupations, and dates of appointment or election.
2. a copy of every special resolution within fourteen days after the resolution is passed, and
(d) be responsible for taking minutes of all board and members’ meetings.

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

Finance

41. The fiscal year end of the Society shall be the last day of March.

42. The directors shall annually present to the members a written report on the financial position of the Society. The report shall be in the form of
(a) a balance sheet showing its assets, liabilities, and equity, and
(b) a statement of its income and expenditure in the preceding fiscal year.

43. A copy of the financial report shall be signed by two directors.

44. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting

45. An auditor of the Society may be appointed by the members at the annual general meeting and, if the members fail to appoint an auditor, the directors may do so.

46. The Society may only borrow money as approved by a special resolution of the members.

47. The members may inspect the annual financial statements and minutes of membership and directors’ meetings at the registered office of the Society with one week’s notice. All other 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.

48. 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/her duties .

49. The Society shall not make loans, guarantee loans, or advance funds to any director.

ADMINISTRATIVE ORDER NUMBER 2019-005-ADM
RESPECTING THE ESTABLISHMENT AND USE OF COMMUNITY AREA RATES IN
THE HALIFAX REGIONAL MUNICIPALITY

WHEREAS subsection 96(1) of the Halifax Regional Municipality Charter permits the Council of the Municipality to spend money in an area, or for the benefit of an area, for any purpose for which the Municipality may expend funds or borrow;

AND WHEREAS subsection 96(2) of the Halifax Regional Municipality Charter permits the Council of the Municipality to recover annually from the area the amount required or as much of that sum as the Council considers advisable to collect in any one fiscal year by an area rate of so much on the dollar of the assessed value of the taxable property or occupancy assessments in the area;

AND WHEREAS subsection 96(4) of the Halifax Regional Municipality Charter permits the Council to levy a uniform charge on each taxable property assessment or each dwelling unit in the area, in lieu of levying an area rate;

AND WHEREAS Regional Council wishes to promote transparency, clear accountability between the public and community associations, and effective governance;

BE IT RESOLVED AS AN ADMINISTRATIVE ORDER of the Council of the Halifax Regional Municipality under the authority of the Halifax Regional Municipality Charter, as follows:

Short Title
1. This Administrative Order may be known as the Community Area Rates Administrative Order

Interpretation
2. In this Administrative Order,
(a) “area rate” means an area rate set pursuant to subsection 96(2) of the HRM Charter;
(b) “community organization” means a community group incorporated as a society pursuant to the Societies Act, R.S.N.S. 1989, c. 42, as amended;
(c) “contribution agreement” means an agreement that outlines the amount, purpose, conditions, duration and any other terms for a transfer of funds or a grant;
(d) “Council” means the Council of the Halifax Regional Municipality;
(e) “HRM Charter” means the Halifax Regional Municipality Charter, S.N.S. 2008, c. 39, as amended;
(f) “Municipality” means the Halifax Regional Municipality;
(g) “rate” means an area rate or uniform charge for local community recreation or sidewalks;
(h) “staff” means staff of the Municipality’s Finance Department; and
(i) “uniform charge” means a uniform charge levied pursuant to subsection 96(4) of the HRM Charter.

Purpose
3. The purpose of this Administrative Order is to establish criteria for the creation of rates that support local community recreation activities or sidewalks and are requested by a community, and to establish a framework for the use of the monies raised by the rate.

General Provisions
4. Unless otherwise stated, a uniform charge under this Administrative Order is levied on each taxable property assessment in the catchment area.
5. Council delegates to the Chief Financial Officer the ability to create procedures to support the administration of rates under this Administrative Order and to enter into a Contribution Agreement in accordance with section 31.
6. Nothing in this Administrative Order requires Council to pass a rate, pass a rate at a certain amount, or restricts Council’s ability to impose, set, charge, or terminate a rate.
7. For greater certainty, this Administrative Order does not apply to rates imposed by Council for private roads in accordance with Administrative Order 2018-003-ADM, Respecting Private Road Maintenance, or for business improvement districts in accordance with Administrative Order 47, the Business Improvement District Administrative Order.

Part I – Establishment of Community Rates

Establishment of Community Rates
8. A community organization may submit a proposal to the Municipality for the establishment of a rate in its community during the Municipality’s annual business plan process.
9. The proposal shall include:
(a) the purpose for which the rate is to be established;
(b) the anticipated duration of time during which the rate will be applied;
(c) the proposed amount of the rate;
(d) the method by which the rate is proposed to be levied, which shall be as a uniform charge by dwelling unit or by taxable property assessment in the catchment area;
(e) the proposed catchment area for the rate boundary and an explanation as to why that boundary is appropriate; and
(f) a proposed financial plan for the use of the funds, including:
(i) how the funds will be expended; and
(ii) any other sources of revenue to be combined with the funds.
10. Upon receiving a proposal for a rate from a community organization, staff shall:
(a) review the proposal for completeness;
(b) confirm that the proposal complies with this Administrative Order including, as applicable, subsection 33(2);
(c) conduct public consultation in the area affected by the proposed rate; and
(d) prepare a report to Regional Council.

Public Consultation
11. Staff shall conduct public consultation prior to the:
(a) proposal for a rate being forwarded to Council; or
(b) where section 19 applies, prior to a change of the rate being forwarded to Council.
12. The Chief Financial Officer for the Municipality shall establish a procedure for conducting public consultation.
13. The report to Council shall include the process used for public consultation and the results thereof.

Rate Imposed by Council
14. Council may accept, decline, or modify the proposal for a rate, and may impose conditions on the expenditure thereof.
15. The area will be set annually by resolution of Council, at its sole discretion, pursuant to the HRM Charter.
16. Approval of a rate for a subsequent taxation year is at the discretion of the Council.
17. The rate set by Council shall be sufficient to meet the proposed budget.

Part II – Renewal of Community Rates

18. The community organization shall submit to staff annually for consideration by Council in accordance with the Municipality’s annual business planning process:
(a) an annual business plan; and
(b) a detailed budget.

19. Where a community organization proposes a change to items listed in clauses 9(a), (b), (d) or (e) or an increase to item 9(c), additional public consultation shall be required.

20. Once a rate has come to the end of its duration as set out in the community organization’s proposal as required by section 9, the community organization may submit a new proposal and follow the process set out in this Administrative Order for the establishment of a community rate.

Part III – Governance

Eligibility
21. To be eligible to submit a proposal for a rate, the community organization shall be a non profit organization, incorporated under the Societies Act, R.S.N.S. 1989, c. 435.

Membership
22. All owners of property subject to the rate shall be eligible for membership in the community organization.
23. All members of the community organization shall be entitled to vote.

Meetings

24. Meetings of the community organization that relate to the rate shall be open to any member of the public.
25. Minutes of meetings that relate to the rate shall be available to any member of thepublic.
26. The community organization shall hold an annual meeting, at which meeting the majority of the members present shall review and approve the annual budget plan and detailed budget for the rate for the following year.
27. Any changes to the amount of the rate requested by the community organization requires majority approval at the annual meeting, or at a special meeting of the community organization that is called to determine the level of support for the rate.
28. The community organization may, by special meeting or at the annual meeting, elect to request that Council terminate the rate, and Council may consider such request.

Reporting and Procedures

29. The community organization shall provide to the Municipality annually its financial statements and an accounting for the funds expended from the rate.
30. The community organization shall comply with all required financial procedures as established for it by the Municipality.

Contribution Agreement

31. (1) A contribution agreement may be negotiated and executed by the Chief Financial Officer on behalf of the Municipality.
(2) A contribution agreement shall include provisions respecting:
(a) the payment and the acceptable uses of funds by the community organization;and
(b) whether advance payment of funds may be made by the Municipality to the community
organization after Council has adopted its budget.

Part IV– Expenditure of Funds

Approved Uses of Rate Funds

32. A rate administered under this Administrative Order shall be spent for the benefit of the area for which it is collected.
33. (1) Subject to section 32, rate funds may be used for:
(a) community events;
(b) community accessories, including signage, picnic tables, benches, and garbage cans;
(c) community beautification and clean-up;
(d) maintenance of recreation infrastructure, including local recreational infrastructure on municipal lands where the maintenance is procured directly by the Municipality;
(e) recreation and leisure costs, including programming and equipment;
(f) establishment and maintenance of seasonal recreation infrastructure such as outdoor skating rinks;
(g) operation of small, local community centres;
(h) grants where there is a contribution agreement in place between the community organization and a non-profit organization to provide for items (a) through (g), provided that such an agreement is approved by Council, unless:
(i) the amount of the grant to the non-profit organization is two thousand dollars or less; and
(ii) the cumulative grants that have been provided to the non-profit organization in the current fiscal year is four thousand dollars or less, in which case no contribution agreement is required;
(i) subject to subsection (2), construction or enhancement of
(i) local recreational infrastructure on municipal land including parks, trails, sport fields, play lawns, playgrounds, landscaping, paths and trails, and related accessories; or,
(ii) sidewalks outside of the Urban Area as established by Council; and
(j) administrative costs associated with items (a) to (i).
(2) Funds used for those items listed in subsection (1)(i) may only be used if the following conditions have been met:
(a) a needs assessment completed or approved by the appropriate business unit supports the proposed infrastructure;
(b) the proposed siting for such infrastructure is suitable;
(c) there is a maintenance plan, including identification of any annual funding;
(d) the proposed infrastructure is procured directly by the Municipality;
(e) Council has approved the project in the Municipality’s capital budget; and
(f) the expenditure conforms to the Municipality’s procedures for capital budget expenditures.

Covid-19

33A. Notwithstanding the purpose and sections 33 and 34 of this Administrative Order, for the 2020-2021 fiscal year, grants may be provided by the community organization without a contribution agreement or approval of Council if:
(a) the cumulative amounts of the grants do not exceed $5,000; and
(b) the recipient of each grant is either a non-profit organization registered with the Registry of Joint Stock Companies, or a registered Canadian charitable organization.

Prohibited Uses of Rate Funds

34. Rate funds shall not be used for the following:
(a) the purchase of real property;
(b) infrastructure and activities that are generally not open or of benefit to the public;
(c) regional infrastructure, including community centres and other facilities that are designed to attract individuals from outside the area rate’s catchment area;
(d) construction of indoor recreation facilities, including ice rinks and gymnasia;
(e) political activity; and
(f) grants to individuals and businesses

Disbursement of Rate Funds 

35. (1) Subject to subsection (2), funds collected by the Municipality shall be disbursed to the community organization by payment of invoices for expenses incurred by the community organization in accordance with this Administrative Order.
(2) Advance payment of funds may be made to the community organization if such payments are permitted in the Contribution Agreement.

Use of Surplus upon Wind-up

36. Notwithstanding section 33, if the rate applicable to the community organization rate is not renewed by Council and the organization has a surplus at the end of its last fiscal year, the organization may recommend Council use the surplus funds:
(a) to contribute to a municipal service or capital project in the area;
(b) to be used for future maintenance of any public asset it has been used to construct;or
(c) any other expenditure that benefits the area for which the funds were collected.

Transition and Repeal

37. The Recreation Area Rate Policy adopted by Council on December 12, 2000, and the Interim Area Rate Guidelines adopted by Regional Council on January 11, 2000, and all amendments thereto, are repealed.
38. (1) Rates established under the Recreation Area Rate Policy and the Interim Area Rate
Guidelines, or previously, continue in effect unless otherwise directed by Council.
(2) Subject to direction by resolution of Council, such rates are not required to follow the process to be established as set out in Part I of this Administrative Order.
(3) Such rates shall be required to comply with the remainder of this Administrative Order.
39. This Administrative Order shall come into force on September 1, 2019. Done and passed in Council this 13th day of August, 2019.

I, Kevin Arjoon, Municipal Clerk of the Halifax Regional Municipality, hereby certify that the above noted Administrative Order was passed at a meeting of Halifax Regional Council held on August 13, 2019.