By Laws
A By-Law relating generally to the conduct of the affairs of KINGS COUNTY REGION SOLID WASTE COMMISSION (the Commission).
WHEREAS by Order in Council 94-357 dated June 2, 1994 under subsection 15.2 (1) of the Clean Environment Act, being Chapter C-6 R.S.N.B. 1073, the Lieutenant – Governor in council appointed a Board, which Board was constituted a corporation for the purposes of the Clean Environment Act under the name “The Kings County Region Solid Waste Commission”,
BE IT ENACTED by the members of the Commission as a By-law thereof as follows:
1. DEFINITIONS AND INTERPRETATION
1.01 Definitions
In any by-law of the Corporation, unless there is something in the subject matter or context inconsistent therewith,
(a) “Act” means the Clean Environment Act, S.N.B., 1971, Chap. C-6, as amended or re-enacted from time to time and includes regulations and orders-in-council made pursuant thereto;
(b) “board” means members of the Commission;
(c) “by-law” means any by-law of the Commission from time to time in force and effect;
(d) “Chairperson, Vice-Chairperson, Secretary, Treasurer, or any officer” means such officer of the Commission;
(e) “employee” means an employee of the Commission;
(f) “executive committee” means a committee of officers elected by the members;
(g) “individual” means a natural person;
(h) “member” means an individual duly appointed pursuant to the provisions of the Act as a member of the Commission;
(i) “officer” means an officer of the Commission;
(j) “person” includes an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.
2. OPERATIONS
2.01 Registered Office
The registered office of the Commission shall be:
P.O. Box 4861, Sussex, New Brunswick, E4E 5L9
The Commission may, by resolution, change the address of the registered office of the Commission.
2.02 Corporate Seal
The Commission shall have a corporate seal which shall be as shown in the impression made in the margin hereof and may be changed by resolution of the Commission.
2.03 Financial Year
The Commission may, by resolution, fix the financial year of the Commission and may from time to time, by resolution, change the financial year of the Commission.
2.04 Execution of documents
(1) Instruments in writing requiring execution by the Commission may be signed on behalf of the Commission by the Chairperson, the Vice-Chairperson, the Secretary and the Treasurer, or any two thereof, and all instruments in writing so signed shall be binding upon the Commission without any further authorization or formality. The Commission may from time to time, by resolution, appoint any member or members on behalf of the Commission to sign instruments in writing.
(2) The corporate seal of the Commission may be affixed to instruments in writing signed as aforesaid by any signing officer authorized to sign the same or at the direction of any such signing officer.
(3) The term “instrument in writing” as used herein shall include deeds, contracts, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money, conveyances, transfers powers of attorney, bonds, debentures or other securities or any paper writings.
2.05 Resolutions in writing
A resolution in writing, signed by all the members entitled to vote on that resolution at a meeting of the Commission or the Executive Committee, is as valid as if it had been passed at a meeting of the Commission or the Executive Committee.
3. EXECUTIVE COMMITTEE
3.01 General
Subject to the Act, the Executive Committee shall manage the business and affairs of the Commission.
3.02 Appointment
No person shall be an Executive Committee member unless appointed a member of the Commission in accordance with the provisions of the Act.
3.03 Election
The Chairperson, Vice-Chairperson, Secretary and Treasurer shall be elected by the Commission members at the annual general meeting for a one year term.
4. COMMISSION MEMBERS
4.01 Term of office
Commission members shall hold office for the term prescribed in their appointment pursuant to the provisions of the Act.
4.02 Ceasing to hold office
A Commission member shall cease to hold office when he/she dies or resigns or is removed or replaced, pursuant to the provisions of the Act.
4.03 Resignation
A Commission member may resign by sending to the Commission and either to the Minister or Municipality their written resignation, which resignation shall become effective at the latter of:
(a) the time such resignation is sent to the Commission and either the Minister or Municipality, or
(b) the time (if any) specified in such resignation.
5. BANKING ARRANGEMENTS
The banking business of the Commission shall be transacted with such banks as may from time to time be designated by or under the authority of the Commission. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Commission may from time to time prescribe by resolution.
6. MEETINGS OF THE COMMISSION
6.01 Place of Meetings
Meetings of the Commission and of any Executive Committee may be held at any place.
6.02 Regular Meetings
The Commission may, by resolution, fix a day or days in each month for the holding of regular meetings at a time and place specified in such resolution. Subsequent to the making of such resolution, no notice shall be required for any of such regular meetings.
6.03 Calling of Meetings
A meeting of the Commission may be called at any time by the Chairperson of the Commission, or in the absence of the Chairperson by the Vice-Chairperson, upon two (2) days notice by telephone to the members.
6.04 Waiver of Notice
Notice of any meeting or any irregularity in the giving of such notice may be waived by a member.
6.05 Participation by Telephone
Where all the members have consented thereto, any member may participate in a meeting of the Commission or of the Executive Committee, by means of such telephone or other communication facilities as to permit all persons participating in the meeting to hear each other and a member participating in such a meeting by such means shall be deemed to be present at the meeting for the purpose of this by-law.
6.06 Chairperson of meetings
In the absence of the Chairperson and Vice-Chairperson, the members present shall choose a person from their number to be the Chairperson of the meeting.
6.07 Conduct of Meetings
Commission meetings shall be conducted in accordance with Robert's Rules of Order.
6.08 Quorum
(1) A quorum at any meeting of the Commission shall be a majority of the members.
(2) No business shall be transacted at a meeting of the Commission unless a quorum of the Commission is present and entitled to vote.
6.09 Voting
(1) All questions arising at any meeting of the Commission shall be decided by a majority of votes, but in case of equality of votes, the Chairperson of the meeting shall have a tie breaking vote.
(2) A motion made at a meeting to (a) approve an annual budget, (b) approve the borrowing of money or (c) elect an executive officer, shall not pass unless at least two thirds of the members of the Commission are present, and the members who vote in favor represent at least two thirds of the population represented by the members in attendance.
(3) In a vote on a motion to approve an annual budget for the Commission or to approve the borrowing of money, all members of the Commission who are present, including the Chairperson, shall cast their vote openly and individually, and not by ballot or other secret means. A member who is present and who does not vote, for any reason, shall be deemed to have voted in favor of the motion.
(4) A member of the Commission shall not be entitled to vote by proxy at a meeting of the Commission.
6.10 Public Access to Commission Meeting
Commission meetings will be open to the public.
6.11 Committee of the Whole Meetings
Committee of the whole meetings will be closed to the public. Listed are the “categories” into which an item of business must fall in order for it to be discussed in Committee of the Whole. The “categories” are further defined in the Municipalities Act in Section 10.2 (4).
1) Information Protected by Law
2) Personal Information
3) Financial Loss or Gain / Jeopardize Negotiations
4) Acquisition / Disposition of Land
5) Confidential Information from Federal or Provincial Government
6) Legal Opinions / Advice
7) Litigation
8) Security
9) Information from a Police Force
10) Labor / Employment Matters
7. PROTECTION OF MEMBERS AND OFFICERS
7.01 Limitation of Liability
Every member and officer of the Commission in exercising his/her powers and discharging his/her duties shall act honestly and in good faith with a view to the best interest of the Commission and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no member or officer shall be liable for the acts, receipts, neglects or defaults of any other member, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Commission through the insufficiency or deficiency of title to any property acquired for or on behalf of the Commission or for the insufficiency or deficiency of any security in or on which any of the moneys of the Commission shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, securities or effects of the Commission shall be deposited, or for any loss occasioned by any error of judgment or oversight on his/her part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his/her office or in relation thereto; provided that nothing herein shall relieve any member or officer from the duty to act in accordance with the Act or from liability for any breach thereof.
7.02 Indemnity
The Commission shall indemnify a member or officer, a former member or officer, and his/her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a member or officer of the Commission, if:
(a) he/she acted honestly and in good faith with a view to the best interests of the Commission; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing that his/her conduct was lawful. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.
7.03 Insurance
The Commission may purchase and maintain insurance for the benefit of any person referred to in section 7.02 against any liability incurred by him/her in his/her capacity as a member or officer of the Commission.
8. MEMBERS’ EXPENSES / REMUNERATION
8.01 Members’ Expenses
The members shall be reimbursed for their out-of-pocket expenses incurred in attending Commission or committee meetings or otherwise in respect of the performance by them of their duties.
8.02 Members’ Remuneration
The members of the Commission shall receive remuneration in accordance with schedule (B).
9. INTEREST OF MEMBERS, OFFICERS AND EMPLOYEES IN CONTRACTS
9.01 Disclosure of interest
A member, officer or employee who;
(a) is a party to a material contract or proposed material contract with the Commission, or
(b) is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Commission,
shall disclose in writing to the Commission or request to have entered in the minutes of the meeting of the Commission the nature and extent of his/her interest.
9.02 Time of disclosure by member
The disclosure required by Section 9.01 hereof shall be made;
(a) at the meeting at which a proposed contract is first considered;
(b) if the member was not then interested in a proposed contract, at the first meeting after he/she becomes so interested;
(c) if the member becomes interested after a contract is made, at the first meeting after he/she becomes so interested
9.03 Voting by interested member
A member referred to in Section 9.01 hereof shall neither participate in the question nor vote on any resolution to approve the contract.
9.04 Nature of disclosure
For the purposes of this Article, a general notice to the members by a member, officer or employee declaring that he/she is a director or officer of, or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.
10. ANNUAL MEETING AND ELECTION OF OFFICERS
10.01 The Commission will hold an Annual meeting each year, at which time a report covering the previous calendar year's activities of the Commission will be presented, together with an Audited Financial Report. The members shall elect from among their number a Chairperson, Vice-Chairperson, Secretary and a Treasurer. In addition, the Commission may from time to time, by resolution, appoint such other officers as the Commission determines to be necessary or advisable in the interests of the Commission, which officers shall have such authority and shall perform such duties as are hereinafter specified or as may from time to time be prescribed by resolution of the Commission.
10.02 Nominating Committee
At the March Commission Meeting, the Commission will appoint a Nominating Committee, of not more than three (3), to bring forth a list of four (4) members who have agreed to stand for election to the offices of Chairperson, Vice-Chairperson, Secretary & Treasurer at the Annual Meeting in May. This will not prohibit others from being nominated while the election is being held at the meeting. During the election, the Commission Chairperson will vacate the Chair & the Chairperson of the Nominating Committee will conduct the election to a conclusion.
10.03 Delegation of duties of officers
In case of the absence or inability to act of the Chairperson, Vice-Chairperson, Secretary or Treasurer, or any other office of the Commission, or for any other reason that the Commission may deem sufficient, the Commission may delegate the powers of such officer to any other member of the Commission for a specified time.
10.04 Chairperson of the Commission
The Chairperson shall, if present, preside at all meetings of the Commission. He/she shall sign all instruments which require his/her signature and shall perform all duties incident to his/her office, and shall have such other powers and duties as may from time to time be assigned to him/her by the Commission.
10.05 Vice-Chairperson
During the Chairperson's absence or inability or refusal to act, the Chairperson's duties may be performed and his/her powers may be exercised by the Vice-Chairperson. A Vice-Chairperson shall also perform such duties and exercise such powers as may from time to time be prescribed by resolution of the Commission.
10.06 Secretary
The Secretary shall carry out such duties as are required under the Act and also such duties as may be prescribed from time to time by resolution of the Commission.
10.07 Treasurer
The Treasurer shall have the care and custody of all the funds and securities of the Commission and shall deposit the same in the name of the Commission in such bank or banks or with such depositary or depositaries as the Commission may, by resolution, direct. The Treasurer shall at all reasonable times exhibit his/her books and accounts to any member upon request at the office of the Commission during business hours. The Treasurer shall sign or countersign such instruments as require his/her signature and shall perform all duties incident to his/her office or that are properly required of him/her by resolution of the Commission.
10.08 Vacancies
If an office of the Commission shall for any reason be or become vacant, the Commission shall elect a person to fill such vacancy.
10.09 Variation of duties
Notwithstanding the foregoing, from time to time the Commission may, by resolution, vary, add to or limit the powers and duties of an office or of an officer occupying any office.
10.10 Executive Director
The Commission may, from time to time, appoint an Executive Director who shall have such powers to manage the business of the Commission as may from time to time be prescribed by resolution of the Commission. The Executive Director need not be a member of the Commission.
10.11 Executive Secretary
The Executive Secretary shall enter or cause to be entered in the books kept for that purpose, minutes of all proceedings at the meetings of the Commission. The Executive Secretary shall be responsible for the custody of the corporate seal of the Commission and of all records belonging to the Commission. The Executive Secretary shall perform such other duties as may from time to time be prescribed by resolution of the Commission. The Executive Secretary need not be a member of the Commission.
11. COMMITTEES
11.01 Committees of the Commission
In addition to the Executive Committee, the Commission may appoint one or more committees of the Commission, however designated, and may, by resolution, delegate to any such committee any of the powers of the Commission subject to such restrictions as may be imposed from time to time by resolution of the board and subject to the limits of authority contained in the Act. The Commission shall appoint a chairperson for every committee of the Commission that it creates.
11.02 Transaction of Business
Subject to the provisions of section 5.05 of the Act, the powers of a committee of the Commission may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place.
11.03 Advisory Bodies
The Commission may from time to time appoint such advisory bodies as it may deem advisable.
11.04 Procedure
Unless otherwise determined by the Commission, each committee and advisory body shall have the power to fix its quorum at not less than a majority of its members and to regulate its procedure.
11.05 Committee and Advisory Body Members
Unless otherwise determined by the Commission, each committee or advisory body chairperson shall determine the membership of his/her committee.
12. COMMISSION RECORDS AND INFORMATION
12.01 Keeping of corporate records
The Commission shall prepare and maintain, at its registered office or at any other place designated by resolution of the Commission, adequate accounting records and records containing minutes of meetings and resolutions of the Commission and any committee thereof. The records described in this section shall, at all reasonable times, be open to inspection by the Commission.
12.02 Public Information
Public information shall be released through the Chairman at the direction of the Commission.
13. ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS
13.01 By-Laws
By-laws of the Commission may be enacted, and the By-Laws of the Commission repealed or amended, by by-law enacted by a majority of the Commission at a meeting of the Commission and sanctioned by an affirmative vote of a majority of the members at a meeting of members duly called for the purpose of considering such By-Laws.
13.02 The Commission shall at all times, conduct its affairs in accordance with the provisions as contained in the Clean Environment Act and the regulations thereto. This is to certify that these By-Laws of the Kings County Solid Waste Commission were duly adopted regular meeting of the Commission on the
14. ENACTMENT OF THE GENERAL BY-LAW
14.01 Adoption of Commission Members.
This General By-Law was duly enacted and adopted as a by-law by the members of Commission who set their hands under the corporate seal of the Commission of the 17th day of May, 2005.
KCRSWC By Law - November 2009 | |
