Board, AGM and by-laws

Membership is open to any person who upholds the objects of the organization. No formal admission is required: entering your name and address in the Registry of Members and paying the current annual dues constitutes membership. The number of members is unlimited.

Every member may attend any general or special meeting, vote at those meetings, and hold office. Membership is not transferable, and ends on death, on notice of resignation, or if a person ceases to qualify. Members are not remunerated, and are not agents of the organization — they cannot enter agreements or make representations on its behalf.

No fewer than five and no more than fifteen directors. Any member is eligible to be elected. Directors are elected at each general or annual general meeting; officers are elected annually at the AGM. Officers and directors serve without remuneration and take no profit from their positions, though reasonable expenses incurred in performing their duties may be reimbursed.

If fewer than five directors are elected, or a director resigns or ceases to be a member, the board may fill the vacancy for the unexpired portion of the term by resolution. A director acting contrary to the objects of the organization may be removed before the end of their term by special resolution.

Board meetings are held as often as business requires and may be called by any director. No business is transacted unless at least one third of directors are present. The chair votes only to break a tie. The officers are at least a chair, a secretary and a treasurer; the board may also elect a co-chair.

Management of the organization's activities is vested in the board, which may purchase services, equipment or materials in line with the organization's objectives — by majority vote of the board, or directly where the cost is $500 or less; call a general or special meeting on notice, at the request of the chair, a majority of directors, or ten percent of members in writing; set up or dissolve committees; appoint an executive committee; engage a manager and support staff and determine their duties and remuneration; and exercise all other powers not limited by the by-laws or by statute.

Business is conducted at one of three kinds of meeting: the annual general meeting, held within three months of the fiscal year end; general meetings, scheduled as needed; and special general meetings, for business requiring a special resolution.

At least three days' notice is given, specifying place, day and hour, and in the case of a special general meeting, the nature of the business. Notice goes by email or phone to registered members, augmented where practical by newspapers, social media and the website. Non-receipt by any member does not invalidate the proceedings.

Quorum is twenty percent of members including a minimum of two directors. If quorum is not present within thirty minutes, the meeting stands adjourned. Every member has one vote and no more, with one vote by proxy permitted on any matter requiring a special resolution. Resolutions require the acceptance of at least three quarters of voting members present. A special resolution requires three quarters of members entitled to vote who are present in person or by proxy, with prior notice of the intention to propose it.

The fiscal year runs 1 January to 31 December. The organization may only borrow money as approved by special resolution of the members, and shall not make loans, guarantee loans or advance funds to any director. The board may order an independent financial review of the annual statements; members may appoint an auditor at the AGM, and if they do not, the directors may.

A donation is a gift made by an individual or an organization to WRWEO. Historically, donations where the donor wanted an income tax receipt were made through the Nova Scotia Trails Federation. Donations are now handled through CanadaHelps, which issues the receipt directly.

Every director, and their heirs, executors, administrators and estate, is indemnified out of the funds of the organization against costs, charges and expenses incurred in relation to any action or proceeding brought against them in respect of the execution of the duties of their office — except costs occasioned by their own wilful neglect or default.

The organization files a list of directors with the Registrar alongside its annual statement, and notifies the Registrar of any change of directors within fourteen days. Every special resolution is filed in duplicate within fourteen days of being passed. The seal is in the custody of the secretary. Contracts, deeds, bills of exchange and other instruments may be executed on behalf of the organization by any two members of the board.