BY-LAWS OF WINERY ASSOCIATION OF NOVA SCOTIA

(Approved November 2006)

In these by-laws unless there be something in the subject or context inconsistent therewith:
1. "Society" means Winery Association of Nova Scotia;
2. "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
3. "Special resolution" means a resolution passed by not less than three-fourths 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.

MEMBERSHIP

Such persons as shall be admitted to membership in accordance to these by-laws and none other, shall be members of the Society.
The number of members of the Society is unlimited.
There shall be two classes of members: voting members and associate members.
Every member, whether voting or associate, shall be entitled to attend any meeting of the Society. Voting members shall be entitled to vote on all business at any meeting of the Society. Associate members shall only be entitled to vote at the annual general meeting of the Society to elect one director to the Board of Directors of the Society.
Membership in the Society shall not be transferable.
The Board may establish the criteria for membership from time to time and shall, upon application by a person, decide whether such person shall be admitted as a member, including whether a voting or associate member, based on the criteria in effect from time to time. The Board shall report the criteria for voting and associate members to the annual general meeting.
Until otherwise changed by the Board, any person that
1. is licensed under the Farm Winery Policy pursuant to the Liquor Control Act, R.S.N.S., 1989 as amended from time to time;
2. upholds the objects of the Society; and
3. contributes to the support of the Society by way of membership fees as determined by the Board of Directors from time to time
may apply to the Board of Directors and may be admitted as a voting member.
Until otherwise changed by the Board, any person that
1. upholds the objects of the Society; and
2. contributes to the support of the Society by way of membership fees as determined by the Board of Directors from time to time
may apply to the Board of Directors and may be admitted as an associate member.
The entry in or removal from the Register of Voting Members or Register of Associate Members by the Secretary of the name and address (postal, electronic or both) of any person shall constitute an admission to or termination of voting or associate membership in the Society, as the case may be.
Membership in the Society, whether voting or associate, shall cease upon death, in the case of an individual, or upon receipt by the Society of written notice that the member resigns, or upon issuance of written notice by the Board of Directors that a member ceases to qualify for membership.

FISCAL YEAR

The fiscal year of the Society shall be the period from January 1 to December 31.
1. The annual general meeting of the Society shall be held within five months after the end of each fiscal year of the Society.
2. A special general meeting of the Society may be called by the President or by the directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the voting members of the Society.
Seven days' notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the voting and associate members. Notice shall be given in writing, by facsimile, by electronic means or by post to each member at his address in the Register of Voting Members or Register of Associate Members, as the case may be. Any notice shall be deemed to have been given by facsimile or electronic means when transmission has been confirmed, and by post when posted. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
At each annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
- Approval of the minutes of preceding general meeting;
- Consideration of the annual report of the directors, including a report on membership;
- Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors or accountants, as the case may be, thereon;
- Election and appointment of directors for the ensuing year; and
- Appointment of auditors or accountants.
All other business transacted at an annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at a special general meeting of the Society.
No business shall be transacted at any meeting of the Society unless a quorum of voting members is present at the commencement of such business and such quorum shall consist of a majority of the voting members in the Register of Voting Members.
If within one-half hour from the time appointed for the meeting, a quorum of voting members is not present, the meeting, if convened upon the requisition of the voting members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the voting members then present shall direct and such voting members as may be present at such adjourned meeting shall constitute a quorum.
1. The President of the Society shall preside as chairman at every general meeting of the Society;
2. If there is no President or if at any meeting he is not present, the Vice-President shall preside as chairman;
3. If there is no President or Vice-President or if at any meeting neither the President nor the Vice-President is present, the voting members present shall choose some one of their number to be chairman.
The chairman is entitled to vote in his capacity as a voting member or as a duly authorized representative of a voting member.
The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the voting and associate members.
At any meeting, unless a poll is demanded by at least three voting members prior to or at the time of a declaration by the chairman that a resolution has been carried, such declaration by the chairman and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the voting members recorded in favour of or against such resolution.
If a poll is demanded in manner aforesaid, the same shall be held in such manner as the chairman may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.

VOTES OF MEMBERS

Every voting member shall have one vote. Votes may be cast personally, in the case of a voting member who is an individual, and by a duly authorized representative, in the case of a corporation.

DIRECTORS

Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than fifteen. Each director shall have one vote.
Any individual, whether or not such individual is a member, shall be eligible to be elected or appointed, as the case may be, a director of the Society.
Directors shall be elected by the voting members at the annual general meeting of the Society; provided however; one director shall be elected by the associate members at the annual general meeting of the Society and one director shall be appointed by the Grape Growers Association of Nova Scotia from time to time upon written notice to the Secretary of the Society. Each elected director shall hold office until the dissolution of the next annual general meeting at which their successors are elected.
Retiring directors shall be eligible for re-election.
In the event that an elected director resigns his office or is otherwise removed from office, the vacancy thereby created may be filled for the unexpired portion of the term of that director by the Board of Directors.
The voting members may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held office if he had not been removed.
Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the Secretary. A meeting of directors may be held at the close of every annual general meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given in writing, by facsimile, electronic means or post, to each director not less than 48 hours before the meeting is to take place. Any notice shall be deemed to have been given by facsimile or electronic means when transmission has been confirmed, and by post, when posted.
No business shall be transacted at any meeting of the Board of Directors unless at least one-half in number of the directors are present at the commencement of such business. Each director shall be entitled to appoint a substitute to attend and to vote at any and all meetings of the Board of Directors in his place and stead upon written notice to the Secretary of the Society.
The President or, in his absence, the Vice-President or, in the absence of both of them, any director appointed from among those directors present shall preside as chairman at meetings of the Board.
The chairman is entitled to vote as a director and, in the case of equality of votes, he shall have casting vote in addition to the vote to which he is entitled as a director.

POWERS OF DIRECTORS

The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the directors shall have power to engage a president or such other officers as the directors consider advisable and may determine their duties, responsibilities and remuneration. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.

OFFICERS

The officers of the Society shall be a President, a Vice-President, a Secretary and a Treasurer.
The Directors shall elect one of their number to be the President. The President shall have general supervision of the activities of the Society and shall perform such duties as maybe assigned to him by the Board of Directors from time to time.
The Directors shall also elect from their number a Vice-President. The Vice-President shall perform the duties of the President during the absence, illness or incapacity of the President, or during such period of the President may request him to do so.
There shall be a Secretary who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him by the Board of Directors. There shall be a Treasurer, who shall keep the financial books and records of the Society and shall perform such other duties as may be assigned to him by the Board of Directors. The Secretary and Treasurer are appointed by the Board of Directors and may, but are not required to be, members of the Board of Directors.

AUDIT OF ACCOUNTS

An auditor or accountant of the Society shall be appointed annually by the members of the Society at the annual general meeting and, on failure of the members to appoint an auditor or accountant, the directors may do so.
The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, signed by the auditor, or, if no auditor, by two directors, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.

SPECIAL RESOLUTION

The Society has power, by a special resolution passed in the manner prescribed by law:
1. to repeal or amend any of these by-laws; and
2. to borrow money or other assets.

MISCELLANEOUS

The Society shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations, and dates of appointment or election, and within fourteen days of a change of directors, notify the Registrar of the change.
The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
Preparation of minutes, custody of the books, records, register of members and minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.
The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.
Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the President or the Vice-President and the Secretary or the Treasurer, or otherwise as prescribed by resolution of the Board of Directors.