MEMORANDUM OF ASSOCIATION
OF
DANCE NOVA SCOTIA

Article 1.         The name of the society is “Dance Nova Scotia” (DANS).

Article 2.         The Major objective of Dance Nova Scotia is to promote, encourage and stimulate dance as an educational, cultural, recreational, professional and healthful activity.

Article 3.         The basic objectives of Dance Nova Scotia are:

(a)  To develop public awareness of the variety of dance activity available in Nova Scotia.

(b)  To increase the availability of dance to Nova Scotians of all ages, abilities and walks of life, notwithstanding race, national or ethnic origin, religion, age, sex or disability.

(c)  To provide administrative support and services to member organizations.

(d)  To assist in the organization, development and implementation of dance programs by member organizations.

(e)  To promote and develop cooperation between Local, Provincial and Federal governments, school and park authorities, municipal councils, recreation commissions, arts organizations, private business and individuals in providing resources to the  dance community.

(f)  To promote excellence in dance by assisting members in the recognition and development of talented individuals and groups and in the promotion of their participation in festivals, workshops, conferences, performances and competitions at the Regional, Provincial, National and International level.

(g)  To acquire, by way of grant, gift, purchase, bequest, devise, or otherwise, real and personal property and to use and apply such property to the realization of the objectives of Dance Nova Scotia.

(h)  To buy, own, hold, lease, mortgage, sell, and convey such real and personal property as may be necessary or desirable in the carrying out of the objectives of Dance Nova Scotia.

PROVIDED that nothing herein contained shall permit Dance Nova Scotia to carry on any trade, industry or business or that Dance Nova Scotia shall be carried on without purpose of gain to any of the members or that any surplus or any accretions of Dance Nova Scotia shall be used solely for the purposes of Dance Nova Scotia and the promotion of its objectives.

PROVIDED, further, that if for any reason the operations of Dance Nova Scotia are terminated or are wound up, or are dissolved and there remains, at the time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada, having objectives similar to those of Dance Nova Scotia.

Article 4          The activities of Dance Nova Scotia are to be conducted in the Province of Nova Scotia.

Article 5          The registered office of Dance Nova Scotia is 1113 Marginal Rd., Halifax, Nova Scotia, B3H 4P7

Article 6          The Register of Membership, Minute Book, and Seal of Incorporation will be held at the registered office of DANS, in the province of Nova Scotia and may be examined by authorized persons through appointment with the Executive Director.

DANCE NOVA SCOTIA  BY-LAWS (2005)
Amended January 24, 2019

BY-LAW I     MEMBERSHIP

1. 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 Society and their names shall be entered in the Register of Members accordingly.
2. Membership in the Society shall not be transferable.
3. Membership in Dance Nova Scotia is open to any person, organization or business that supports the objectives of the Society and has paid the appropriate membership fee. Membership shall include the following categories and sub-groups within the categories is permitted, as the Society considers appropriate:
   Individual
   Organization – such as Not-For-Profit groups, dance schools and businesses
4. Membership in Dance Nova Scotia includes one vote per individual or organization at Annual or Special General Meetings.  Each member organization shall appoint from its own membership, an official representative who shall have one vote at all general meetings of the Society.
5. A Director is a member who has been elected or appointed to the Board of Directors. (See III 5)
6. Honorary Membership shall be granted to individuals who in the opinion of the Board have made outstanding contributions to the development of dance.
7. Membership may be withdrawn by a majority vote of the Board of Directors when it has been determined that a member has: 1) abused or harassed a member of DANS, a DANS staff member, or anyone involved in an activity sponsored or conducted by DANS; 2) demonstrated conduct or actions that discredit DANS or its objectives, as per the MOA; 3) misrepresents his/her position or authority within DANS.

BY-LAW II     FEES AND FISCAL YEAR

1. The annual dues for Individual and Organization membership in DANS shall be set and approved at the Annual General Meeting with application being effective in January.
2. Honorary Membership, when granted, will be without payment of dues.
3. The fiscal year of DANS has been set from April 1st in any year to March 31st in the year following. The board can elect to change this without a special resolution from the membership.

BY-LAW III     BOARD OF DIRECTORS

1. The policy of DANS shall be set by the Board.
2. The Board shall consist of not more than fifteen (15) Directors.
3. The directors shall be elected by the membership.
4. a) All Directors shall remain Members of the Society for the duration of their terms.
   b) In the case of an official representative of an Organization Member being elected to the Board, the Organization Members shall appoint a new official representative.
5. A Director may be removed from the Board by a majority vote of the Board for misconduct, dereliction of duty, or missing three meetings within a Board year (Annual General Meeting to Annual General Meeting).  The Board shall, by reason of above, or due to the resignation of a person, appoint a new director for the balance of the term or until the next Annual General Meeting.
6. The Board shall meet at least twice (2) a year.
7. The Board members shall serve without remuneration.
8. The Board may compensate individual Directors for expenses, incurred in carrying out the business of DANS, upon presentation of proper receipts and/or statements.
9. The Board may invite to meetings such persons they deem advisable to act as consultants.
10. The Board shall appoint or elect such officers or persons as may be authorized by a special resolution of the Board to execute all contracts, deeds, bills of exchange and other instruments and documents on behalf of DANS. The officers may seal the said documents with the DANS seal.
11. In addition to the fifteen (15) Directors, there shall be an Executive Director who should attend all meetings.
12. A nomination committee consisting of two Board members who have served at least one year on the Board shall bring in new Directors at the Annual General Meeting.
13. After the Annual General Meeting, DANS shall file with the Registrar with its Annual Statement, a list of its officers with their addresses, occupations and dates of appointment or election, and will notify the Registrar within fourteen (14) days of a change of officers.

BY-LAW IV     OFFICERS AND EXECUTIVE COMMITTEE

1. The officers of DANS shall consist of a President, Vice-President, Secretary and Treasurer.
2. The officers shall be elected by the Board from among its Directors at the Board Meeting directly following the Annual General Meeting.
   
3. a) The term of Board members shall be for two (2) years, or until they have been re-elected or succeeded, to a maximum of six (6) consecutive years.
   b) Officers of Dance Nova Scotia may serve a maximum of eight (8) consecutive years on the Board of Directors.
4. The President shall normally preside at all Board Meetings and General Meetings, be ex-officio member of all committees, and be official DANS representative in conjunction with the Executive.
5. The Vice President shall assist the President in the performance of his/her duties.
6. The Secretary shall be responsible; in conjunction with the Executive Director, for recording the minutes of all meetings, carrying on the necessary correspondence of DANS, and keeping record of same.
7. The Treasurer shall be responsible, in conjunction with the Executive Director, for recording and keeping all financial transactions of DANS and to assist the Auditors when necessary.
8. The above officers and the Executive Director shall constitute the Executive Committee and be responsible for management of the affairs of DANS.
9. The Executive Committee shall meet at the request of the Executive Director.

BY-LAW V      EXECUTIVE DIRECTOR

1. The Board shall, represented by the officers, appoint or engage an Executive Director, determine duties and power of the same and affix salary or emoluments.
2. The Executive Director shall perform such permanent, temporary or special services, either by himself or in association with any government, corporation, organization or person as deemed necessary for the business of DANS.
3. The Executive Director is responsible to the Executive committee for the administration of DANS and shall make recommendations to the Executive Committee about other DANS employees.
4. The Executive Director is a member ex-officio to all committees and shall coordinate all meetings for DANS, its’ Board and Executive.
5. The Executive Director shall be the liaison representative for DANS between the Cultural Federations of Nova Scotia, Province of Nova Scotia or any other organization deemed appropriate by the Board.

BY-LAW VI     GENERAL AND SPECIAL MEETINGS

1. DANS shall hold at least one (1) General Meeting during its fiscal year.
2. Special Meetings of DANS may be called by the President or in his/her absence, by the Vice President, upon written request by at least five (5) Voting members of DANS.
3. A minimum of fourteen (14) days’ notice in writing of each General or Special Meeting shall be given to each member of DANS.
4. The President, or in his/her absence, the Vice President shall preside at the Annual General or any other General or Special Meeting.

BY-LAW VII    VOTING

1. a) At every General Meeting, every voting member shall have one vote and no more, except the President, who shall not vote except to break a tie.
   b) At every Board Meeting, every Director shall have one vote and no more except the President who shall not vote except to break a tie.
2. The Executive Director shall not be entitled to vote at Board or General Meetings.
3. Quorums:
   a) Three (3) Officers shall constitute a quorum at each Executive Committee Meeting.
   b) A Quorum at Board Meetings shall be fifty percent plus one (50% + 1) of the current number of Directors.
   c) The Quorum of voting members at a General Meeting shall be the same as the quorum of a Board Meeting, i.e. fifty percent plus one (50% +1) of the current number of Directors
4. No proxy votes shall be accepted at any meeting.

BY-LAW VIII   BANKING, AUDITORS AND BORROWING POWERS

1. The Board shall arrange for the opening of a bank account in some chartered bank or trust company, in which funds for DANS shall be deposited, and withdrawals made by cheque, signed by two (2) signatories, one of which is a Board member.
2. The Executive Committee through the Board shall be responsible for the payment of regular current accounts.
3. The Board shall appoint as Auditor or Auditors annually and an audit shall be made before the Annual General Meeting, or as often as the Board deems necessary.
4. DANS shall not borrow or incur any liability in excess of any approved budget, without the approval and sanction of a special resolution.

BY-LAW IX    SPECIAL RESOLUTIONS AND AMENDMENTS

1. The Memorandum and the By-Laws may be amended by an amendment or a special resolution proposed by a voting member of DANS.
2. The proposed amendment requires three quarters (3/4) of the voting members who are in attendance to pass.
3. The Voting member who makes the proposal is responsible for providing “due notice” in writing within 14 days, or in accordance with the Societies Act, specifying the intention of the special
4. The special resolution/amendment by a voting member or members shall be submitted, in writing, to the Executive Committee within twenty-eight (28) days to be considered before being submitted to a Special or Annual General Meeting of Dance Nova Scotia.
5. DANS shall file with the Registrar a copy in duplicate of every special resolution, with a certified letter from the Secretary, within fourteen (14) days after the resolution is passed.