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Writers' Federation of Nova Scotia By-laws

Amended and Adopted by the membership in Annual General Meeting, May 28, 1994. Revised June 7, 2008. These revised by-laws replace all others.

The Writers' Federation of Nova Scotia Memorandum of Association was signed on April 1, 1976 and registered with the Joint Stock Companies, Nova Scotia on September 1, 1976 and is copied here with amendments made in June and November 1979, and January 1990, and May, 1994.

• 1. Where used in these by-laws, unless there be something in the subject or context to indicate otherwise:
• (a) Federation means the Writers' Federation of Nova Scotia.
• (b) Registrar means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
• (c) Council means the Writers' Council of Nova Scotia as described in these by-laws.
• (d) Board means the Board of Directors as described in these by-laws.
• (e) Committee means the Executive Committee as described in these by-laws.

• 2. 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 Federation, and their names shall be entered in the Register of Members accordingly.
• 3. For the purposes of registration the number of members of the Federation shall be unlimited.
• 4. Every member of the Federation shall be entitled to attend any general meeting of the Federation and to vote at any such meeting of the Federation on the following matters:
• (a) Minutes of the preceding general meeting;
• (b) Consideration and approval of the annual financial statements and the report of the auditors thereon;
• (c) Consideration and adoption of the annual report of the Board;
• (d) Election of the Board, save that the nomination is restricted as hereinafter provided;
• (e) Assessment and assignment of annual membership fees.
• 5. Membership in the Federation shall not be transferable.

• 6. Membership in the Federation shall be open to any person who practises or is interested in writing, and the membership shall be designated under the classifications as follows:
• (a) General: a member who practises or is interested in writing who may or may not have achieved professional status.
• (b) Council: a member of the Federation who has been elected by the Board of the Federation to the Writers' Council, as hereinafter described, on the basis of professional achievement in the field of writing.
• 7. Payment of the fees assessed by the membership at the Annual General Meeting to support programs and services of the Federation, and entry of the name and address of any person in the Register of the Members shall constitute an admission to membership in the Federation.
• 8. Points listed below:
• (a) Membership in the Federation shall cease upon the death of a member; or if by notice of writing to the Federation, the member resigns; or if the member ceases to qualify for membership in accordance with these by-laws. Membership may be revoked by the Board upon failure to pay the annual dues by March 31, or for other reasons upon unanimous vote by the Board.
• (b) Discipline or removal of members: Any member whose conduct is considered by the Board to be contrary to the interests of the Federation, or who fails to accept the responsibilities of their commitments to the Federation shall be asked by the Board to explain or justify their actions. If the member is unwilling or unable to do so, the Board shall have the power to discipline, to request the resignation of, or to expel the member, subject to the right of appeal. Upon thirty days notice in writing to the member, the Board may pass a special resolution authorizing the disciplinary action or the removal of such member from the Register of Members of the Federation. At that time, such person shall, in the case of disciplinary action, be subject to the form of discipline, or, in the case of removal, cease to be a member of the Federation.
• (c) Right of Appeal: In the case of disciplinary action or removal, the right of appeal of such member shall be to an Appeal Committee of five appointed by the President.

• 9. The fiscal year of the Federation shall be the period from March 31 in any year to April 1 in the year next following.

• 10. Points listed below:
• (a) The Annual General Meeting of the Federation shall be held during each fiscal year of the Federation;
• (b) An extraordinary general meeting of the Federation may be called by the Chair of the Federation or by the Board at any time, and shall be called by the Board if requisitioned in writing by at least twenty per centum (20%) in number of the members of the Council.
• 11. Seven (7) 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 in writing and by sending it through the post in a prepaid letter addressed to each member at the member's 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 by any member shall not invalidate the proceedings of any general meeting.
• 12. At the Annual General Meeting of the Federation 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 reports of the Board;
• Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;
• Election of Board members for the ensuing year;
• Fees.
• All other business transacted at the 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 Federation.
• 13. No business shall be transacted at any general meeting of the Federation unless a quorum of members is present at the commencement of such business and such quorum shall consist of twenty (20) members which must include a quorum of Board members and ten (10) Council members.
• 14. If within one-half hour after the time appointed for the meeting, a quorum of members is not present, the meeting shall be dissolved. In that case, a new Annual General Meeting shall be called within six weeks.
• 15. Points listed below:
• (a) The President of the Federation shall preside as Chair at every general meeting of the Federation;
• (b) If there is no President or at any meeting the President is not present at the time of holding same, the Vice-president shall preside as Chair. In the absence of the Vice-president, the Board members present shall appoint one of their number to preside as Chair.
• 16. The Chair of the Board shall have no vote except in the case of an equality of votes. In the case of an equality of votes the Chair shall have the casting vote.
• 17. The Chair of the Board 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 the required notice of such new business is given to the members.
• 18. At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chair of the meeting that a resolution has been carried and an entry to that effect in the book of the proceedings of the Federation 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 taken in such manner as the Chair of the meeting may prescribe and the result of such poll shall be deemed to be the resolution of the Federation in general meeting.olution of the Federation in general meeting.

• 20. Every member present shall have one vote and no more.

• 21. The Board of Directors shall consist of not fewer than eight and not more than twelve members. A maximum of two may come from the general membership, and the remainder shall come from Writers' Council. The immediate Past President shall be a non-voting ex-officio member of the Board of Directors.
• 22. Members of the Board shall be elected by the members of the Federation at each Annual General Meeting of the Federation.
• 23. Points listed below:
• (a) A nominating committee consisting of the immediate past-president, a member of the Board, and a general member shall present a slate of proposed directors to the Board prior to the Annual General Meeting.
• (b) Nominations of members of the Board may be made by any member of the Federation at any Annual General Meeting.
• 24. The term of office of the members of the Board shall be two years. Approximately half of the Board members will be replaced each year. A director may serve a maximum of two consecutive terms.
• 25. In the event that a Board member resigns from office or ceases to be a member of the Federation, whereupon that office shall ipso facto be vacated, the vacancy thereby created shall be filled for the unexpired portion of the term by the Board. If four or more directors resign within a thirty day period, an Extraordinary General Meeting shall be called within six weeks to replace them.
• 26. Meetings of the Board shall be held as often as the business of the Federation may require and shall be called at the direction of the Chair of the Board. A meeting of the Board may be held at the close of every Annual General Meeting of the Federation without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each Board member within a reasonable time before the meeting is to take place, but non-receipt of such notice by any Board member shall not invalidate the proceedings at any meeting of the Board.
• 27. No business shall be transacted at any meeting of the Board, unless the President or his/her appointed deputy is present plus (including the Chair) at least a majority of the Board.
• 28. Only in the absence of the President and the Vice-president shall another Board member be appointed from among those present to preside as Chair at meetings of the Board.
• 29. The President, as Chair of the Board, is entitled to cast the deciding vote in the case of a tie. Otherwise the Chair shall not have a vote.
• 30. Points listed below:
• (a) The management of the activities of the Federation shall be vested in the Board, which in addition to the powers and authorities specified by these by-laws, or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Federation in general meeting. In particular, the Board members shall have power to engage an Executive Director and to determine his or her duties and responsibilities and remuneration.
• (b) The Board may appoint committees to deal with administrative affairs of the Federation, and such committees will be chaired by a Council member, and the committees may be composed of both general and Council members. A non-member may be invited to serve on a committee to provide special expertise.

• 31. A decision of the Board may be reversed, upon resolution made at any Annual General Meeting or extraordinary general meeting by virtue of a vote of two-thirds of the voting members present.
• 32. The Board shall be empowered for cause, to declare any office vacant on the Board. Such clauses will include: conduct prejudicial to the best interests of the Federation, refusal to accept responsibilities, and failure to attend two or more consecutive meetings of the Board, except for reasons the Board considers good and proper. A member of the Board whose office is declared vacant will have the right of appeal as provided for in these by-laws. Proper notice must be given of a motion to remove a person from office and the individual concerned shall be given an opportunity to speak before such a motion is put to a vote.

• 33. The officers of the Federation shall be a President, a Vice-president, a Treasurer, and a Secretary. The offices of Treasurer and Secretary may be combined. The Executive Committee shall be composed of these officers.
• 34. The Board members shall elect one of their number to be the President of the Federation. The President shall have general supervision of the activities of the Federation and shall perform such duties as may be assigned by the Board from time to time.
• 35. The Board members shall also elect from their number a Vice-president. The 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 the Vice-president to do so.
• 36. The Board members shall also elect from their number a recording secretary of the Federation, who shall keep the minutes of the meetings of the Board and shall perform such other duties as may be assigned by the Board. The Board may appoint a temporary substitute for the secretary, who shall, for the purpose of these by-laws, be deemed to be the secretary.
• 37. The Board members shall also elect from their number a treasurer of the Federation to carry out such duties as the Board may assign.
• 38. Points listed below:
• (a) The following are Standing Committees:
• i. Nominating
• ii. Education
• iii. Awards
• iv. Ways and Means
• v. Freedom of Expression
• vi. Personnel
• vii. Cultural Federations of Nova Scotia
• (b) A member of the Board will serve on each committee and report on the committee's activities to the Board.

• 39.1 The Executive Director of the Federation shall be hired by the Board and be responsible in all matters pertaining to his/her business/responsibilities to WFNS. He/she shall implement the decisions of the Board in regard to the business of the Federation. This business and responsibility shall include, without limiting the generality of the foregoing:
• (a) Operations and office management;
• (b) Financial management;
• (c) The planning and coordination of projects and activities;
• (d) Liaison and communication with the Federation membership;
• (e) Liaison and communication with the Writers' Council;
• (f) Liaison and communication with the government and other external institutions, organizations and agencies;
• (g) Membership development and maintenance;
• (h) Program development and execution;
• (i) Public relations and information;
• (j) Otherwise carrying out the policies and directives of the Board and ensuring that the Board is informed;
• (k) Acting as an ex-officio non-voting member of the Board and all Committees of the Board;
• 39.2 The Executive Director shall as part of his/her responsibilities and duties, advise and draw to the attention of the Board all matters pertaining to the welfare and continued existence of the Federation.

• 40. The purpose of the Writers' Council shall be to designate those writers who are in the opinion of the Board professional writers. Members of Council may perform the following or additional functions at the request of the Board or the Executive Director acting on its behalf:
• (a) Provide professional advice to the Board or the Executive Director in the day-to-day conduct of the affairs of the Federation;
• (b) Form ad hoc committees to further the aims of the Federation;
• (c) Act individually, with or without payment, as advisers to members of the Federation who require professional assistance;
• (d) Act as an advisory body to the general membership.
• 41. The Writers' Council shall appoint a Standards Committee of not less than five Council members which shall recommend candidates for Council membership to the Board. Any member of the Federation may apply to the Council Standards Committee to be considered for Council membership. The nominations of this Committee shall be approved by a majority vote of the Board. The Chair of the Board may vote in the case of a tie.
• 42.1 All applicants to Council must be Canadian citizens or landed immigrants and must enclose for the Standards Committee a complete curriculum vitae with copies of published work and/or evidence of same through bibliographic listings to show:
• (a) That the applicant has had a prose book (fiction or non-fiction) or a book of poetry professionally published or a full-length play, or five one-act plays professionally produced or published, or broadcast by a national or regional network broadcast medium; or
• (b) That the applicant has had professionally published, broadcast, and/or anthologized articles, columns, reviews, features, fiction, radio or film scripts of an aggregate 30,000 words, or a body of poetry ruled professional by the Standards Committee; or
• (c) That the applicant is a full member in good standing of The Writers' Union of Canada, the League of Canadian Poets, the Playwrights Union of Canada, the Professional Writers Association of Canada, the Writers Guild, the Canadian Association of Journalists, or CANSCAIP (the Canadian Society of Children's Authors, Illustrators and Performers), provided that the criteria for full membership in such organizations equals the criteria specified above in 42.1 (a) and (b).

• 42.2 The Standards Committee will
• (a) consist of five members of Council and the five Council members whenever possible will be members in good standing of one of: the Writers' Union of Canada, the League of Canadian Poets, the Playwrights' Union of Canada, the Periodical Writers Association of Canada, the Writers Guild, the Canadian Association of Journalists, or CANSCAIP;
• (b) review applications and samples of qualifying material as the need arises;
• (c) report its majority view to the Board, through its Chair; however, any member of the group who is not in favour of the vote may prepare a minority report to the Board;
• (d) have as an ex-officio member, without a vote, a member of the Board, preferably the Chair of the Writers' Council. The Chair of the Writers' Council will chair the Standards Committee.

• 42.3 Those persons born in, or who have resided in, or who are now residing in, Nova Scotia who have produced a body of writing over a number of years and whose achievements have received national or international recognition are eligible for honourary membership on an individual basis. Suggestions for such appointments shall be made by the Chair of the Writers' Council to the Board.

• 43. The auditor of the Federation shall be appointed annually by the members of the Federation at the Annual General Meeting. On failure of the members to appoint an auditor, the Board may do so.
• 44. The Treasurer shall make a written report to the members as to the financial position of the Federation and the report shall contain a balance sheet and operating account and, in every such report, the treasurer shall state whether in his or her opinion, the balance sheet is a full and fair statement of the Federation's affairs. Such report shall be read at the Annual General Meeting. A copy of the balance sheet, showing the general particulars of the liabilities and assets and a statement of income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days of the Annual General Meeting in each year, as required by law.

• 45.1 The Federation has the power to repeal or amend any of these by-laws by a resolution passed in the manner prescribed by law.

• 46. The Federation shall file with the Registrar with its annual statement a list of its Board members with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of Board members, notify the Registrar of the change.
• 47. The Federation shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
• 48. The seal of the Federation shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board.
• 49. Preparation of minutes, custody of books and records, and custody of the minutes of all the meetings of the Federation and of the Board shall be the responsibility of the Secretary.
• 50. The books and records of the Federation 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 Federation.
• 51. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Federation by the Chair or the Vice-Chair and the Secretary, or otherwise as prescribed by resolution of the Board.
• 52. The borrowing powers of the Federation may be exercised by the Board in accordance with Section 8 of the Societies Act.