ACTS MOA & By-laws

Antigonish Community Transit Logo

ACTS MOA & By-Laws – Download PDF (134 KB)

Name: Antigonish Community Transit society (ACTS)

Location: 133 Church Street, Unit 105, Antigonish, Nova Scotia, B2G 2E3

Incorporated: 2013

Preamble

On behalf of the Board of Directors, clients, employees and volunteers, welcome to Antigonish Community Transit Society (ACTS). ACTS is a non-profit, community-based organization governed by a volunteer Board of Directors and was incorporated in 2013. ACTS’s purpose is to address our communities’ need for accessible, affordable, and reliable transportation for all residents and visitors in the Antigonish area.

ACTS’s Memorandum of Association and By-laws, in addition to indicating the organization’s specific purpose, depicts the rules by which the organization will operate and the restrictions, powers, and duties of its officers and board members. It provides a framework to ensure uniformity in executing direction while establishing boundaries. It has been drafted in accordance with the Nova Scotia Societies Act and the requirements of the Registry of Joint Stock Companies. For the original incorporation document, please contact the ACTS office at (902) 867-0411.

This document is organized in the following sections:

  1. History
  2. Mission
  3. Objectives
  4. Values
  5. Accessibility Statement
  6. Activities
  7. By-laws
  8. ACTS Officers and Active Directors
  9. Primary Contacts

History

Starting in 2010 as a working group of the Antigonish Poverty Reduction Coalition (APRC), ACTS focused on researching the various transportation options available to residents of the Town and County. On the basis of substantial independent research and a number of focus groups by the initial volunteer working group, as well as a grant supported by the Nova Scotia Department of Energy, ACTS produced a document looking at rural transportation services and how one could be adapted to the Antigonish area. With excitement building at the prospect of bringing a transportation service to the area, ACTS received more funding to generate a feasibility study and business plan.

In October 2013, ACTS formed a society that is governed by a volunteer board of directors. Building on the business plan and feasibility study, ACTS began a pilot project in September 2014. Throughout the pilot project, ACTS learned about operating a transportation service, working with community organization and businesses to ensure the sustainability of the service, as well as the various transportation barriers people in the Antigonish Community face.

ACTS completed the pilot project in March 2015. With this success, ACTS has transitioned from a start-up operation to a full-fledged transportation service and has received continued support from the Province of Nova Scotia, The Municipalities of the Town and County of Antigonish, local businesses and community members.

Mission

To provide a green, sustainable, multimodal, community based transportation strategy that provides accessible, barrier-free, inclusive, efficient, reliable and safe travel for all residents and visitors in Antigonish Town and County.

Objectives

  • To increase awareness of the transportation deficiencies within the Antigonish area through advocacy and public awareness;
  • To coordinate multimodal transportation strategies within the Antigonish area;
  • To be environmentally conscious and aware of the impacts a transportation system can have on the environment;
  • To respond to people’s limited access to services, programs and community activities by facilitating more accessible, barrier-free, inclusive, affordable, efficient, reliable and safe transportation options for community members and visitors in the Antigonish area; and
  • To initiate a mechanism for the effective management and fundraising to establish, operate and sustain the ACTS organization.

Values

ACTS values being accountable to the entire Antigonish region, being environmentally sustainable, acknowledging the importance of sustainability-based analysis, creating and maintaining inclusive and reliable services for everyone, having services that are physically, financially, socially and culturally accessible to all community members and that ACTS’ services increase the options for travel around the Antigonish area.

Accessibility Statement

ACTS mission and objectives communicate our dedication to providing accessible transportation to all residents in the Town and County of Antigonish and our Accessibility statement of commitment establishes Our mission and objectives for achieving accessibility.

ACTS will achieve accessibility across transportation, client and customer service, information and communications, employment, education and the built environment. The related accessibility policies will be guided by the following principles:

  • Diversity – ACTS will provide service in a way that demonstrates respect for and appreciation of differences among people and their various accessibility requirements;
  • Adaptability – ACTS will provide service that is responsive to the diverse accessibility requirements of clients and adjust to changing circumstances, such as demographics and geography;
  • Dignity – ACTS will provide service in a way that allows persons requiring accessibility to maintain self-respect and the respect of other people;
  • Independence – ACTS recognizes that a person requiring accessibility is allowed to do things on their own without unnecessary help or interference from others;
  • Inclusion – to ensure the greatest possible level of social participation, ACTS will provide service in a way that allows persons requiring accessibility to benefit from the same services, in the same place, and in the same or similar way as other customers, unless a different way is necessary to enable them to access goods, services or facilities; and
  • Equitable opportunity – ACTS will provide service to persons requiring accessibility in such a way that they have an equal opportunity to access goods, services or facilities as what is given to others.

Statement of Commitment

ACTS is committed to meeting accessible transportation needs of persons with disabilities, seniors, other vulnerable populations, and the community at large in a timely manner. Towards this goal, ACTS has developed, implemented and maintains policies governing how the organization achieves or will achieve accessibility.

Policy

ACTS policies are or will be documented in written format and are or will be available to the public in accessible formats upon request, as well as to all employees, volunteers and members of the Board of directors.

Accessibility Plan

As part of ACTS commitment to achieving accessibility, we will develop, implement, maintain and document a multi-year accessibility plan, outlining our strategies to ensure the prevention and removal of barriers to accessibility across transportation, client and customer service, information and communications, employment, education and the built environment. Once developed, we will maintain the accessibility plan by means of a review and update every 2 years. Review and update will be conducted in consultation with clients, persons with disabilities, seniors, employees/volunteers, community members, partners, and the Municipalities of the Town and County of Antigonish. The accessibility plan will be made available on the ACTS website, along with yearly status updates that will highlight how we addressed current accessibility barriers, as well as how we plan to ensure the prevention and removal of future barriers. The accessibility plan will be made available in other accessible formats upon request.

Education and Training

All ACTS employees, volunteers, Board of Directors, persons involved in developing ACTS policies, and all persons who provide good, services or facilities on behalf of ACTS will receive accessibility education and training. This will include, but will not be limited to: regulations/standards of the Nova Scotia Accessibility Act, relevant sections of the NS Human Rights Act, safe and appropriate assistance techniques for persons with disabilities and seniors, appropriate and respectful language use while providing access, and so forth, that is appropriate to their responsibilities with ACTS; across transportation, client and customer service, information and communications, employment, education and the built environment. ACTS will provide any education and training in respect of any changes to the policies as outlined in the accessibility plan status updates on an ongoing basis.

Activities

Some of our activities include operating a transportation service, advocacy surrounding the role of transportation as a key component in addressing the social determinants of health, researching Active Transportation, promoting the integration of transportation services and other transportation options, such as carpooling and ride-sharing. We approach these activities always taking into consideration the social, economic, and environmental impacts.

By-Laws

Incorporated: 2013

Definitions:

  1. In these by-laws:

In reference to Antigonish Community Transit Society

(a)  “Society” means Antigonish Community Transit society

(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:

  1. The Society is ultimately accountable to the members of the Society.
  2. Every member is entitled to attend any members’ meeting of the Society
  3. Every member may vote at any members’ meeting of the Society after they have attended at least one (1) previous members’ meeting.
  4. Any member of legal age, or with their guardian’s written consent, is entitled to hold any office.
  5. Membership in the Society shall consist of:

(a)  the minimum of five (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 by 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 Antigonish Town and County,

and/or

(f)  other: an individual who is elected as a director, so long as they hold their office or appointment

 

  1. Membership in the Society is not transferable.
  2. 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 the 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.

  1. The members may repeal, amend or add to these by-laws by a special resolution. No by-law or amendment to by-laws shall take effect until the Registrar approves of it.

 

  1. No funds of the society shall be paid to or be available for the personal benefit of any member.

Members’ Meetings:

  1. Every member, subject to by-law 4, shall have one (1) vote and no more and there shall not be proxy voting

 

  1. 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 the directors, or

(c)  if requested in writing by 25 % of the members.

 

  1. 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.

 

  1. An annual general meeting shall be held within three (3) 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.

 

  1. 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)  the appointment of auditors for the ensuing year, and

(e)  election of directors

 

  1. Quorum shall consist of seven (7) of members. No business shall be conducted at any meeting unless a quorum is present to open the meeting and, upon request, before any vote.

 

  1. (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.

 

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

 

  1. Where there is an equality of votes the motion shall be lost.

 

  1. 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.

 

  1. 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 )3) members. If a poll is demanded it shall be held by show of hands or by secret ballot as the Chair may decide.

Directors:

  1. 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.

 

  1. The number of directors shall be not less than five (5). The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

 

  1. 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 (2) year terms, with one-half of the directors elected each year.

 

  1. 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.

 

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

 

  1. 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.

 

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

 

  1. 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.

 

  1. 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.

Directors’ Meetings:

  1. The board of directors shall meet no less than six (6) times each year.

 

  1. 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.

 

  1. Quorum shall consist of five (5) 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.

 

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

 

  1. At directors’ meetings, where there is an equality of votes the motion shall be lost.

Officers:

 

  1. The officers shall be elected by the directors and shall be a President, a Vice-President, a Treasurer and a Corporate Secretary. The offices of Treasurer and Corporate Secretary may be combined.

 

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

 

  1. One of the officers shall be the Vice-President. The Vice-President 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.

 

  1. One of the officers shall be the Corporate Secretary. The Corporate 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, and

(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 (14) days after the resolution is passed, and

(d)  have other duties as assigned by the board.

 

  1. The directors may also appoint a Recording Secretary

(a)  who is responsible for taking minutes of all board and members’ meetings, and

(b)  who need not be a director.

 

  1. One of the officers shall be the Treasurer. The Treasurer shall have responsibility for the custody of all financial books and records of the Society, and carry out all other duties as assigned by the board.

 

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

Finance:

 

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

 

  1. 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.

 

  1. A copy of the financial report shall be signed by the auditor or by two (2) directors.

 

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

 

  1. 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.

 

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

 

  1. 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 (2) days prior to the annual general meeting at the registered office of the Society.

 

  1. 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.

 

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

 

ACTS Officers and Active Directors (as of March 31, 2017)

Executive officers

Kim MacDonald, Chairperson

Marie Feltmate, Vice-Chairperson

Rachel MacFarlane, Treasurer

Dana Mason, Secretary

 

Directors

Karen Armstrong (on leave)

Angus Gillis

Cynthia Henderson

Gerard MacNeil

Gary Mattie

Shannon Thornhill (interim)

 

Primary Contacts

Dale Bogle, General Manager, (902) 867-0411

Kim MacDonald, Chairperson, (902) 870-7782