1.01 The name of this Society shall be "The Halifax Estate Planning Council" (hereinafter referred to as "the Council")
2.01 The membership of the Council shall consist of not more than 150 members, in total, with members from each of the following five categories comprised of individuals who are practising estate planning:
(a) Life Insurance - employees, representatives or agents of life insurance companies or their subsidiaries or affiliates holding the chartered life underwriter (CLU) designation;
(b) Corporate Trusteeship - employees of trust companies or their subsidiaries or affiliates;
(c) Accountancy - members in good standing of the Institute of Chartered Accountants of Nova Scotia or the Certified General Accountants Association of Nova Scotia;
(d) Law - members in good standing of the Nova Scotia Barristers' Society;
(e) Financial Planning - Employees, representatives or agents of financial services companies or their subsidiaries or affiliates holding the certified financial planner (CFP) designation;
(f) Charitable Gift Planning - members in good standing of the Canadian Association of Gift Planners;
(g) Others who participate in the are of estate planning and whose membership would, in the opinion of the Executive, be beneficial to the Halifax Estate Planning Council;
2.02 Subject to the discretion of the Executive Committee, there shall be no more than four (4) members of the Council from any firm, partnership or company, at the same time.
2.03 Each member shall have his place of business within the Province of Nova Scotia.
2.04 The original members shall be those persons adopting these By-Laws and subsequent members shall be those persons who are from time to time approved by a majority vote of the Executive Committee.
2.05 All of the seven groups shall be represented in the Council and not more than forty percent of the members of the Council shall be members of any one group.
2.06 If any member shall fail to attend at least 60 percent of the meetings held during any one fiscal year, his/her membership shall be terminated unless in the opinion of the Executive Committee there were extenuating circumstances, in which case, the Executive Committee shall have power to allow membership to be continued.
2.07 If a member of the Council is not able to attend a regular meeting, he/she shall be entitled to designate a substitute, and attendance by the substitute shall qualify as attendance by the member for purposes of By-Law 2.06.
2.08 If a member wishes to retire from membership in the Council and transfer his/her membership to an individual who qualifies as a member of the group held by the retiring member, that member may apply in writing to the Executive Committee of the Council to approve such transfer, provided that any such transfer shall be within the discretion of the Executive Committee.
2.09 The Executive shall have the discretion to admit to the membership a person who practices in the area of estate planning and whose membership would, in the opinion of the Executive, be beneficial to the Halifax Estate Planning Council.
3.01 The business of the Council shall be managed by an Executive Committee comprising not more than five (5) members of the Council in good standing, all of whom shall be elected at the Annual General Meeting of the Council as hereinafter provided.
3.02 Five of the seven groups referred to in Article 2.01 shall have at least one (1) representative on the Executive Committee.
3.03 At the first Annual General Meeting of the Council, five (5) members shall be elected to form the Executive Committee, all of whom shall serve until the next annual general meeting. At subsequent Annual General Meetings, four (4) members of the Council shall be elected to form the Executive Committee, all of whom shall serve a one (1) year term; the fifth member of the Executive Committee shall be the past president of the Council, who shall be a member, without election, by virtue of his/her office during the previous year. Any retiring member shall be eligible for re-election to the Executive Committee, if otherwise qualified.
3.04 The Executive Committee may fill any vacancy which occurs between Annual General Meetings, provided that the member appointed to fill such vacancy shall be a member of one of the seven categories not otherwise represented on the Executive Council
3.05 If a member of the Executive Committee fails to attend two consecutive meetings of the Executive Committee, his membership on the Executive Committee shall terminate unless, in the opinion of the Executive Committee, there were extenuating circumstances, in which case the Executive Committee shall have power to allow membership on the Committee to be continued subject to such conditions it deems appropriate.
4.01 The Officers of the Council shall be the members of the Executive Committee from time to time, and shall consist of a Past-President, a President, a Vice-President, a Secretary and a Treasurer.
4.02 The Officers shall be elected by the Executive Committee at its first meeting held after an Annual General Meeting. With the exception of the Past-President, Officers shall cease to hold office at the expiration of their term on the Executive Committee.
4.03 The Executive Committee shall have the power to fill any vacancy which may occur in the offices, for the unexpired term; provided, however, that at least four members of the Executive Committee must be unanimous.
4.04 The Officers shall not be entitled to any remuneration.
5.01 Any four members of the Executive Committee shall constitute a quorum for the transaction of business.
5.02 A majority of the members of the Council shall constitute a quorum at any regular, special or annual meeting of the Council.
5.03 Voting at any regular, general or special meeting of the Council must be by a member personally, and not by a substitute or proxy
6.01 After the first annual general meeting, the President shall at least thirty days prior to the date of any Annual General Meeting, appoint a nominating committee of five members, one from each of the groups mentioned in Article 2.01. The nominating committee shall submit a list of nominees as members of the Executive Committee, to be voted upon at the Annual General Meeting. The list shall be filed with the Secretary at least ten days before the date of the Annual General Meeting. In addition, any member, by notice in writing filed with the Secretary at least five days before the Annual General Meeting, may nominate a nominee, with the consent of the nominee, for election to the Executive Committee. The members of the Council in attendance at the Annual General Meeting shall be entitled to vote for any nominee named by either of the foregoing methods, to election to the Executive Committee.
7.01 The first Annual General Meeting of the Council shall be held within thirty (30) days of the date the Registrar of Joint Stock Companies issues a Certificate of Incorporation pursuant to Section 5 of the Societies Act. Subsequent Annual General Meetings of the Council shall be held in May each year thereafter at such time and place as may be selected by the Executive Committee. The Secretary shall mail, to each member, a notice of the Annual General Meeting at least twenty days prior to the date thereof.
8.01 Meetings of the Executive Committee may be called by the President at his discretion, or when requested to do so by three members of the Committee. The Executive Committee shall establish rules of procedure and practice for its meetings, and may amend such rules as and when necessary. In the case of a tie vote, the President shall cast the deciding vote.
9.01 The President, and in his absence, the Vice-President, shall, with the advice and consent of the Executive Committee, have the power to appoint such committees as may be required to carry out the proper functions of the Council, and to delegate to such committees such power and authority as the Executive Committee shall deem advisable.
10.01 Meetings to further the objects of the Council may be called by the Executive Committee at stated times, or from time to time in their discretion, and the programme of such meetings shall be arranged by the Executive Committee.
10.02 Special meetings shall be called at the request of the President, or in his absence, of the Vice-President, or upon the written request of three members. At least seven days notice of such meetings shall be given to the members by notice mailed by the Secretary, within three days of his/her receipt of the request for such meetings.
11.01 The President shall, when present, preside at all meetings of the Council and of the Executive Committee. The President shall also be charged with the general management and supervision of the affairs and operations of the Council.
12.01 The Vice-President shall exercise the duties and powers of the President during the absence or inability of the President.
13.01 The Secretary shall maintain a register of all members of the Council, as required by the Societies Act, shall keep minutes of the meetings of the Council and the Executive Committee, shall keep all records of the Council and Executive Committee, other than financial records, and shall give notice of meetings of the Council and the Executive Committee to all members thereof respectively.
14.01 The Treasurer shall have custody of all funds and property of the Council and he/she shall deposit all funds of the Council in a bank or trust company located in the City of Halifax. All withdrawals of such funds shall be on cheques or orders signed by any two of the President, Vice-President and Treasurer. The Treasurer shall prepare a statement of financial affairs of the Council as at the end of each fiscal year of the Council, and shall submit such statement to the Executive Committee of the Council within twenty days of the end of each such fiscal year.
15.01 The statement of financial affairs of the Council shall be submitted to the members of the Council at such time and in such manner as the Executive Committee thinks fit, provided, however, that such statement shall be submitted to the members of the Council prior to the commencement of the Council's activities for the succeeding year.
15.02 Unless decided by the Executive committee, there shall be no need to have an audit performed on the financial statements of the Council.
16.01 The fiscal year of the Council shall be from April 1, in a year, to March 31 of the following year.
17.01 The expenses of the Council shall be provided for by the annual dues from each member. The amount of the annual dues shall from time to time be fixed by the Executive Committee with the approval of the Council. Annual dues shall be payable on adoption of these By-Laws and thereafter on or before the 30th day of June of each year.
17.02 Any member of the Council who has not paid the annual dues by June 30th of each fiscal year, shall be struck from the list of members, at the discretion of the Executive Committee.
18.01 The Executive Committee shall have sole responsibility and authority to expel from the Council any member guilty of a breach of any By-Laws, or whose conduct is not in keeping with the purposes of the Council, provided that at least four members of the Executive Committee agree.
19.01 No member of the Council shall refer to his/her membership in the Council in any form of advertising.
20.01 These By-Laws may be amended or repealed by Special Resolution, as provided by the Societies Act.
20.02 In this By-Law "Special Resolution" means a resolution passed by not less than 3/4 of such members entitled to vote as are present in person, at a General Meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
21.01 The Council shall comply with the requirements of the Societies Act in relation to the filing of documents and information with the Registrar of Joint Stock Companies.
21.02 The Executive Committee may obtain a seal of the Council, which shall be kept in the custody of the Secretary and it may be affixed to any document upon resolution of the Executive Committee.
21.03 The books and records of the Council may be inspected by any member at any reasonable time within two days prior to the Annual General Meeting, by making necessary arrangements with the Secretary.
21.04 Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Council by the President, or the Vice-President, and the Secretary, or otherwise as prescribed by Resolution of the Executive Committee. The Council, the Executive Committee, or the Officers have no power to borrow money on behalf of the Council.
21.05 In these By-Laws where the context permits,
Last Amended May, 2004