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North Queens Nursing Home By-laws

made under Section 3 of the
North Queens Nursing Home Act
S.N.S. 1944, c. 72
O.I.C. 91-539 (April 30, 1991), N.S. Reg. 89/91

Article 1 - Organization
1.01 North Queens Nursing Home Inc., a body corporate, (hereinafter referred to as "N.Q.N.H.") shall consist of active members, honorary members, and associate members.

1.02 Any person residing in North Queens, Maitland Bridge, Annapolis County and Colpton, Lunenburg County, all in the Province of Nova Scotia, excepting employees of N.Q.N.H. and honorary members, may become an active member of N.Q.N.H. upon payment of an annual membership fee, the amount of which will be determined by the Board of Directors, prior to the annual general meeting.

1.03 Active membership shall become effective at the time of payment of the annual membership fee, and will remain in effect until one day after the next annual general meeting.

1.04 All active members shall have equal rights and privileges, including the right to vote at all annual or special general meetings held during the term of their membership. Every active member shall have only one vote and no more.

1.05 Distinguished persons may, by resolution of the Board of Directors, be admitted to honorary membership in N.Q.N.H.

1.06 Honorary members shall have no right to vote and will not be required to pay annual membership fees.

1.07 Employees of N.Q.N.H. may become associate members without payment of fees and without the right to vote at annual general or special meetings. An associate member shall be permitted to attend any annual, general or special meeting of N.Q.N.H. and to speak at the same upon any motion. An employee shall apply to the secretary in writing to become an associate member.

1.08 Auxiliaries may be organized to help promote the work of N.Q.N.H., and, as such, shall be under the control of the Board and subject to these by-laws.

1.09 In the event that N.Q.N.H. is dissolved, its assets, after due payment of, or provision for, the liabilities of the same, shall go either to a non-profit organization, or the Municipality of the County of Queens, as directed by a special resolution passed by 2/3 of the active members attending a meeting at which notice of the intention to propose such a special resolution has been given.

1.10 There shall be no proxy voting.

Article 2 - The Board of Directors
2.01 In these by-laws, "Act" means Chapter 72 of the Acts of 1944 of the Legislature of the Province of Nova Scotia; namely, "An Act to Incorporate North Queens Cottage Hospital", as amended by Chapter 119 of the Acts of 1964, Chapter 106 of the Acts of 1965, Chapter 142 of the Acts of 1966, and any subsequent amendments hereafter passed.

2.02 In these by-laws, "Board" means the Board of Directors of N.Q.N.H.

2.03 The Board shall consist of the following officers, who shall be members of N.Q.N.H.; namely, a president, vice-president, secretary, treasurer, and no less than three, and no more than six other directors. The offices of secretary and treasurer may be combined when deemed advisable by the Board. In accordance with the Act and these by-laws, the President, Vice-President, Secretary and Treasurer shall hold office for one year. All other directors shall, as set forth in the Act, hold office for a period of three years. All persons holding any office may offer for re-election in any following year.

2.03.1 Employees of N.Q.N.H. will not be eligible to serve on the Board during the period they are employed by N.Q.N.H.

2.04 A quorum of the Board shall consist of six members of the Board.

2.05 The office of any member of the Board who is absent for three consecutive meetings of the Board without reasons satisfactory to the Board shall be declared vacant by the Board.

2.06 Any member of the Board of Directors may resign from office by giving notice in writing to the President of N.Q.N.H.

2.07 Any vacancy in the Board or any other elective or nominative position may be filled by the Board, subject to verification at the next annual general meeting, or a special general meeting of N.Q.N.H., whichever first occurs.

2.08 The Board, in addition to carrying out the duties imposed by the Act, shall

2.08.1 appoint a qualified physician to be a medical health advisor for N.Q.N.H. for a term not to exceed two years;

2.08.2 retain or terminate the employment of an administrator and such other paid employees of N.Q.N.H. as the Board may deem necessary, determine their duties, remuneration and terms of employment;

2.08.3 cause the books and accounts of N.Q.N.H. to be audited annually by a chartered accountant and cause the report of this auditor to be submitted at the annual general meeting;

2.08.4 appoint a nominating committee from the membership of N.Q.N.H. at least three weeks in advance of the annual meeting;

2.08.5 have the power to enact rules and regulations for the better administration of the affairs of N.Q.N.H., and to amend or repeal the same.

2.09 Decisions at every meeting of the Board shall be made by the majority vote of those present.

2.10 The Chairman shall be entitled to vote as a director and, in case of an equality of votes, shall have a casting vote in addition to the vote to which the Chairman will be entitled as a director.

Article 3 - meetings
3.01 There shall be at least nine regular meetings of the Board in each year.

3.02 At least two days' notice of regular Board meetings shall be given to the members of the Board by the Secretary.

3.03 Emergency meetings of the Board may be called by the President as and when the President deems such meetings necessary.

3.04 The annual meeting of N.Q.N.H. shall be held each year before the 30th day of April. At least one week's notice of the annual meeting shall be given by advertising the same in such local newspaper as the Board shall direct, by radio, or by written notice to the members, mailed one week or more prior to the meeting. At each annual meeting of N.Q.N.H. the following items of business shall be dealt with and shall be deemed to be ordinary business:

- minutes of preceding general meeting;

- consideration of the annual report of the Board;

- consideration of the financial statements, including balance sheet and operating statement and the report of auditors thereon;

- appointment of auditors;

- the report of the administrator relating to all aspects of the day to day operation of the facility operated by N.Q.N.H., including programs provided to residents, details relating to the number of residents, levels of care being provided to the residents, and staffing patterns;

- election of officers and directors.

3.05 The Board may call special members of N.Q.N.H. when deemed necessary. At least one week's notice of a special meeting shall be given in the same manner as provided for the annual meeting.

3.06 The quorum for any session of an annual or special meeting of N.Q.N.H. shall be twelve members.

3.07 At any meeting of N.Q.N.H., unless a poll is demanded by at least three members, a declaration by the Chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of N.Q.N.H. shall be sufficient evidence of the fact, without proof of the number or proportion of members recorded in favour of or against such resolution.

3.08 If a poll is demanded in the manner aforesaid, the same shall be taken in such manner as the Chairman may prescribe and the result of such poll shall be deemed to be the resolution of N.Q.N.H. in general meeting.

Article 4 - Duties of officers
4.01 The President shall preside at all meetings of N.Q.N.H. and of the Board of Directors, and shall have general oversight of the affairs of the Board and N.Q.N.H. The President shall perform such other duties as are delegated by the Board of Directors from time to time.

4.02 In the absence of the President, the Vice-President shall perform the duties of the President. In addition, the Vice-President shall assist the President in carrying out such duties as the President shall direct.

4.03 The Secretary shall faithfully record the minutes of all meetings of N.Q.N.H. and its Board. The Secretary shall ensure that attendance is given to all correspondence directed to the Board, as instructed by the Board, and generally perform all duties which may be assigned by the Board from time to time.

4.04 The Treasurer shall ensure that proper books of account are kept in respect to all financial transactions affecting the financial status of N.Q.N.H. and shall ensure that the annual audit of financial records is provided by a chartered accountant, and generally perform all duties assigned to the Treasurer by the Board.

Article 5 - Amendments to By-laws
5.01 By-laws may be adopted, amended or rescinded at any annual or special general meeting of N.Q.N.H. by a vote of a two-thirds majority of members voting at such a meeting.

5.02 Notice of any proposed by-law, amendment to by-laws, or rescission thereof shall be given to the Secretary not less than two weeks prior to the annual or special general meeting of N.Q.N.H.

5.03 Notice of any proposed by-law, amendment to by-laws, or rescission thereof shall be sent, in writing, to the membership at least one week prior to the meeting at which such proposed by-law, amendment or rescission thereof is to be considered.

Article 6 - Miscellaneous
6.01 The fiscal year of N.Q.N.H. shall begin on April 1st and end on March 31st in the year following.