This consolidation is unofficial and is for reference only. For the official version of the regulations, consult the original documents on file with the Registry of Regulations, or refer to the Royal Gazette Part II. Regulations are amended frequently. Please check the list of Regulations by Act to see if there are any recent amendments to these regulations filed with our office that are not yet included in this consolidation. Although every effort has been made to ensure the accuracy of this electronic version, the Registry of Regulations assumes no responsibility for any discrepancies that may have resulted from reformatting. This electronic version is copyright © 2015, Province of Nova Scotia, all rights reserved. It is for your personal use and may not be copied for the purposes of resale in this or any other form.
Dairy Farmers of Nova Scotia By-laws
made under clause 15(1)(h) of the
Dairy Industry Act
S.N.S. 2000, c. 24
N.S. Reg. 366/2007 (August 14, 2007)
as amended to N.S. Reg. 311/2015 (August 19, 2015, effective September 1, 2015)
1 In these by-laws,
(a) “Act” means the Dairy Industry Act;
(b) “board of directors” means the board of directors of Dairy Farmers of Nova Scotia;
(c) “DFNS” means the body corporate known as Dairy Farmers of Nova Scotia, established by Section 5 of the Act;
(d) “member” means a producer who is engaged in the production of milk or cream from cows and who holds a licence issued under the Act to sell raw milk that has been produced by a herd of dairy cows that the producer owns or controls.
Amendment of by-laws
2 (1) Subject to subsection (2), these by-laws may be amended, in whole or in part, by the board of directors.
(2) Before amending these by-laws, the board of directors must give the members at least 30 days’ advance notice of the amendment and an opportunity to discuss and make recommendations to the board of directors on the amendment, either at an annual general meeting or special meeting of the members.
Subsection 2(2) amended: N.S. Reg. 227/2011.
Board of Directors Establishment, Composition and Terms of Office
Board of directors must be established
3 A board of directors of DFNS must be established in accordance with these by-laws.
Powers of board of directors
4 The board of directors has the authority to exercise any of the powers conferred on DFNS by the Act or by the regulations made under the Act.
Size of board of directors
5 Subject to Section 6, the board of directors must be composed of no more than 8 members elected in accordance with these by-laws.
Minister may appoint person to board of directors
6 (1) The Minister may appoint one person as a member of the board of directors of DFNS in addition to the directors who are members.
(2) A person appointed by the Minister must be a senior official from the Nova Scotia Department of Agriculture and must be a non-producer, a non-processor and a non-distributor.
(3) A person appointed by the Minister is not entitled to vote at any meetings of the board of directors or any meeting of the members.
(4) The term of office of a person appointed by the Minister is 1 year.
(5) A person appointed by the Minister may attend, with the representatives of DFNS, all regional and national meetings relevant to regional and national protocols, memoranda or agreements affecting the industry in the Province.
(6) The Minister may appoint a replacement person to hold office for the remainder of the term of office of a person appointed to the board of directors who dies, resigns or otherwise ceases to be a member of the board of directors.
(7) The costs of the attendance and participation by a person appointed by the Minister are the responsibility of the Nova Scotia Department of Agriculture.
Code of conduct for directors
7 (1) The board of directors must establish a code of conduct that applies to, and is binding on, all directors.
(2) In order to be nominated for election to the board of directors, a person must agree to comply with the code of conduct and must sign a copy of the code of conduct to indicate his or her agreement.
Section 7 replaced: N.S. Reg. 227/2011.
Terms of office for directors
8 (1) A newly elected director of DFNS takes office on the adjournment of the first annual general meeting of members following his or her election as a director and holds office until his or her successor takes office.
(2) The term of office of each elected director is 3 years.
Section 8 replaced: N.S. Reg. 227/2011.
Section 9 repealed: N.S. Reg. 227/2011.
Section 10 repealed: N.S. Reg. 227/2011.
Directorship ceases on director becoming non-member
11 A director of the board of directors ceases to be a director on ceasing to be a member of DFNS during his or her term of office.
Director may be removed
12 At any time, an elected director may be removed from the board of directors by a two thirds (2/3) majority vote of the remaining directors, in a vote held by secret ballot, if
(a) the director has missed 3 consecutive meetings of the board of directors;
(b) in the case of a director assigned to a region, several members from the region have expressed concern to the board of directors about the director’s representation of the members from the region; or
(c) the director violates the code of conduct.
Section 12 replaced: N.S. Reg. 227/2011.
Vacancy on board of directors
13 (1) The board of directors may appoint a member to fill a vacancy on the board of directors to hold office until it is convenient, as determined by the board of directors, to have an election to fill the vacancy, but the election must be held no later than the next yearly election.
(2) The term of office of a person elected to fill a vacancy is the remaining balance of the term of office of the person who vacated the position.
Regions and Regional Milk Committees
Members divided into regions
14 (1) Members are divided into 6 regions as follows:
(a) Region 1, encompassing the counties of Richmond, Inverness, Cape Breton and Victoria;
(b) Region 2, encompassing the counties of Antigonish, Guysborough and Pictou;
(c) Region 3, encompassing Cumberland County and the area designated in subsection (2) as North Colchester;
(d) Region 4, encompassing Halifax County and the areas designated in subsection (2) as South Colchester and East Hants;
(e) Region 5, encompassing the areas designated in subsection (2) as West Hants and East Kings;
(f) Region 6, encompassing the counties of Yarmouth, Lunenburg, Queens, Annapolis and the area designated in subsection (2) as West Kings.
(2) For purposes of subsection (1), the boundaries of the designated areas are as follows:
all the area in Colchester County north of Cobequid Bay and north of Highway 104, plus the area bounded on the north by Cobequid Bay, on the west by the Shubenacadie River, on the south by Highway 289 from Green Oaks to Brookfield, and on the east by Highway 102
all the area in Colchester County not included in North Colchester
all the area in Hants County east of a line drawn from Selma to the Nine Mile River Bridge in Nine Mile River
all the area in Hants County not included in East Hants
all the area in Kings County west of a line drawn from Halls Harbour to Lakeville to South Alton
all the area in Kings County not included in West Kings
Regional milk committees
15 (1) In each of the regions established by Section 14, there must be a milk committee composed of 4 members or designates who reside in the region and who must be elected by the members who reside in the region.
(2) A milk committee designate elected under subsection (1) or appointed under subsection (5) must be a spouse, parent, son or daughter of a member and must be at least 18 years old.
(3) To elect members or designates to a milk committee for a region, the board of directors must call a meeting of the members who reside in the region, to be held at a time and place determined by the board of directors, and the members present at the meeting must elect the milk committee members.
(4) The term of office of a member or designate on the milk committee is 3 years, and the terms of office must be staggered.
(5) If there is a vacancy on a milk committee because of the resignation or death of a member or designate on the milk committee, the board of directors may, in consultation with the milk committee, appoint a member or a designate from the region to the milk committee until it is convenient, as determined by the board of directors, to have an election in the region to replace the member who has resigned or died.
Directors assigned to regions to work with milk committees
16 (1) Each year at its first meeting after the annual general meeting of the members, the board of directors must appoint 6 directors from among themselves, one each to be assigned to work with the milk committee for each of the 6 regions established by Section 14.
(2) The director assigned to a region must hold at least 2 meetings per year of the milk committee for the region to seek advice, input and feedback on matters affecting DFNS.
(3) The board of directors must ensure that 1 or more directors meets at least twice each year with members in each of the 6 regions to seek advice, input and feedback on matters affecting DFNS.
Board of Directors Elections
Only members eligible to vote
17 The following are eligible to vote in an election of directors of DFNS:
(a) a member;
(b) if a member is a corporation, an individual shareholder in the corporation who is designated by the corporation;
(c) if a member is a partnership, an individual partner in the partnership who is designated by the partnership.
Eligibility for election to board of directors
18 (1) Subject to subsection (2), only the following are eligible to serve as directors of DFNS:
(a) a member who is not a corporation or partnership;
(b) the individual shareholder of a member corporation who is designated by the corporation in accordance with clause 17(b);
(c) the partner of a member partnership who is designated by the partnership in accordance with clause 17(c).
(2) A person who is a director on the board of directors of a processor, transporter or distributor is not eligible to serve as a director of DFNS.
19 (1) Nominations for election to the board of directors must be submitted to DFNS on or after September 1 and no later than September 21 in each year.
(2) DFNS must not accept a nomination unless
(a) the nominee is eligible under Section 18;
(b) the nomination is in a form provided by DFNS;
(c) the nomination is signed by the nominee, indicating his or her acceptance of the nomination;
(d) the nominee provides a copy of the code of conduct signed by the nominee to indicate his or her agreement to comply with it;
Clause 19(2)(d) added: N.S. Reg. 227/2011.
(e) the nomination is signed by 5 persons who are eligible under Section 17 to vote in an election of directors; and
Clause 19(2)(d) relettered (e): N.S. Reg. 227/2011.
(f) the nomination was received no later than the date specified in subsection (1).
Clause 19(2)(e) relettered (f): N.S. Reg. 227/2011.
(3) When DFNS accepts a nomination under subsection (2), DFNS must immediately inform producers of the name of the nominee by publishing the name of the nominee on the DFNS website or by any other means as DFNS determines.
Subsection 19(3) added: N.S. Reg. 44/2014.
List of nominees
20 (1) When the board of directors is satisfied that nominations submitted under Section 19 are complete, DFNS must immediately provide each nominee with the list of nominees.
(2) A nominee may withdraw his or her nomination by notice in writing to DFNS delivered or mailed so that it is received no later than the 7th day after the date the list of nominees was delivered or mailed to the nominee.
Subsection 20(2) amended: N.S. Reg. 44/2014.
Acclamation and election
21 (1) If there are no more candidates for election to the board of directors than vacancies on the board of directors, DFNS must declare the candidates elected to the board of directors by acclamation.
(2) If there are more candidates for election to the board of directors than vacancies on the board of directors, DFNS must conduct an election.
22 (1) DFNS must appoint a returning officer and any deputy returning officers and other persons that it considers necessary for the conduct of an election of directors.
(2) A director of DFNS must not be appointed as a returning officer or deputy returning officer.
23 (1) For each election of directors, DFNS must mail or cause to be delivered 1 ballot to each member.
(2) A ballot must be in a form provided by DFNS and must be accompanied by
(a) an envelope identified only by the words “Ballot Envelope”; and
(b) a mailing envelope addressed to the returning officer appointed for the election.
(3) If a ballot is mailed to a member, DFNS must mail it no later than October 7 in the election year.
Subsection 23(3) amended: N.S. Reg. 44/2014.
24 (1) A voter must cast only 1 ballot in an election of directors.
(2) To cast a vote, a voter must
(a) mark on the ballot in the box opposite the name of each candidate for whom the voter wishes to vote;
(b) seal the marked ballot within the ballot envelope;
(c) seal the ballot envelope in the mailing envelope;
(d) affix the voter’s farm name, if any, and licence number on the mailing envelope in the spaces provided; and
(e) mail the mailing envelope or cause it to be delivered to the returning officer so that
(i) if mailed, it is postmarked no later than October 23 in the election year, or
Subclause 24(2)(e)(i) amended: N.S. Reg. 44/2014.
(ii) if delivered other than by mail, it is consigned for delivery no later than October 23 in the election year.
Subclause 24(2)(e)(ii) amended: N.S. Reg. 44/2014.
(3) The returning officer must not accept a mailing envelope unless
(a) it is marked in accordance with clause (2)(d); and
(b) it is received in accordance with clause (2)(e).
(4) On accepting a mailing envelope, the returning officer must
(a) remove the ballot envelope from the mailing envelope and deposit it in a sealed ballot box; and
(b) immediately destroy the mailing envelope bearing the identity of the voter.
Text numbered as subsection 24(3) in the original, but renumbered as 24[(4)] for the purposes of the consolidation: N.S. Reg. 366/2007.
Duplicate subsection 24(3) subsequently amended to 24(4): N.S. Reg. 227/2011.
25 (1) The returning officer must count the ballots no later than November 5 or, if November 5 is on a Sunday, November 6 in the election year.
(2) The returning officer must do all of the following:
(a) count the ballots in the presence of at least 2 persons eligible to vote in the election;
(b) permit each candidate to be represented at the counting of the ballots by a scrutineer designated by the candidate;
(c) reject and keep separate each ballot or ballot envelope
(i) that is in a form other than as provided by DFNS in accordance with subsection 23(2),
(ii) that contains votes for more than the number of vacancies on the board of directors,
(iii) on which there is any writing or mark by which the voter may be identified, or
(iv) that has been submitted by the voter so that the voter can be identified;
(d) prepare and deliver to DFNS, in the form provided by DFNS, a record of
(i) the number of ballots cast,
(ii) the number of votes given and allowed for each candidate, and
(iii) the number of rejected ballots;
(e) retain in safe custody, for such period of time as DFNS directs, all the ballots, including the rejected ballots, if any.
Declaration of winner and posting of election results
26 (1) After an election of directors is conducted, DFNS must declare elected the candidates who obtained the largest number of votes.
(2) Before 4:30 p.m. on the day immediately after the date the votes are counted, DFNS must inform producers of the election results, including the vote count, by
(a) posting the results to the DFNS website; and
(b) any method that DFNS determines.
Section 26 replaced: N.S. Reg. 311/2015.
27 (1) Any candidate in an election of directors may request a recount of the ballots by notice in writing to DFNS delivered or mailed so that it is received no later than 7 days after the date the notice of the election results is given under Section 26.
(2) On receipt of a request for a recount under subsection (1), the board of directors must cause the returning officer to conduct a recount of the ballots and each candidate may designate a scrutineer for the purposes of the recount.
(3) The election of a candidate on the basis of a recount under subsection (2) is final.
(4) If, because of a tie vote among two or more candidates, the election of one or more persons to the board of directors is not determined on the counting or recounting of the ballots, DFNS must determine the director or directors by causing the returning officer to:
(i) place the names of each of the tied candidates in a hat; and
(ii) randomly draw from the hat the number of names that equal the number of positions on the board of directors to be filled, and each candidate whose name is drawn will be a director.
Subsection 27(4) replaced: N.S. Reg. 226/2009.
(5) If, for a reason other than a tie vote, the election of one or more members to the board of directors is not determined on the counting or recounting of the ballots, DFNS must declare the election void and must conduct a further election no later than 10 days after the date the election is declared void.
Subsection 27(5) added: N.S. Reg. 226/2009.
Agent to conduct election
28 DFNS may appoint an agent to conduct all or a part of an election of directors to DFNS in accordance with these by-laws.
Board of Directors Meetings
Notice of board of directors meeting
29 (1) Meetings of the board of directors must be called by the chair or, failing the chair, by at least 5 of the directors, by giving notice of the meeting to each director.
(2) Unless it is otherwise indicated in the notice calling the meeting, a meeting of the board of directors must be held at the head office of DFNS.
(3) Notice of a meeting must
(a) include the date and time of the meeting;
(b) be given in writing or by prepaid mail or electronically or orally; and
(c) be given long enough before the meeting so that each director has sufficient time to receive the notice and to attend the meeting.
Order of business at board of directors meeting
30 (1) The order of business at a meeting of the directors must be as follows:
(a) roll call;
(b) reading and approving the minutes of the last meeting;
(c) business arising out of the minutes of the last meeting;
(d) reports of the manager, treasurer and chair;
(e) other reports, if any;
(f) unfinished business;
(g) new business.
(2) The order of business may be varied by a majority vote of the directors present at a meeting.
One vote per director and no proxy voting
31 Each member of the board of directors has 1 vote and there must be no proxy voting.
Voting by directors
32 (1) This Section does not apply to votes regarding the removal of an elected director under Section 12.
(2) Each matter arising at a meeting of the board of directors must be decided by a majority vote of the directors present.
(3) The chair of a meeting of the board of directors has no vote unless there is a tie vote, in which case the chair shall cast the deciding vote.
Section 32 replaced: N.S. Reg. 227/2011.
Transacting business other than at meeting
33 (1) The board of directors may transact a matter of business other than at a meeting called and conducted in accordance with Sections 29 and 30, if
(a) the chair is of the opinion that the matter of business should be decided sooner than a meeting may be called;
(b) the chair submits the matter to be decided to the secretary of DFNS;
(c) the chair or the secretary submits the matter to be decided to the directors by prepaid mail or electronically or orally; and
(d) the secretary makes a record in the minute book of the board of directors of the matter to be decided and the decision of each director.
(2) If the conditions set out in subsection (1) are complied with and the record shows a majority of directors in favour of or against the matter to be decided, it must be decided accordingly.
(3) A record made by the secretary under subsection (1) must be read and confirmed at the next meeting of the board of directors.
Minutes of board of directors meeting
34 Minutes of each meeting of the board of directors must be signed by the chair of the meeting and the secretary.
Quorum at board of directors meeting
35 A majority of the elected directors of the board of directors constitutes a quorum whether or not a vacancy exists.