AGM Presentation.pptx

Transcription

62ND ANNUAL GENERAL MEETING
12 NOVEMBER 2009
HALIFAX MARRIOTT HARBOURFRONT
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2008
MINUTES
MINUTES
Wednesday, November 19, 2008
Pier 21, Halifax
PRESENT
Abato, Kate
Jachimowicz, Anna Maria
Bower, Christine
Kent-Evans, Elaine
(Italian Gourmet)
(Wooden Monkey)
Braine, Tanya
(Comeau’s)
McGuinness, Joe
(Landmark Hospitality)
(Durty Nelly’s)
(SYSCO)
(AMEX)
Burgess, Danny
Chandler, David
(RANS)
Elles, Costa
(Seven, Opa, Argyle, Mosaic)
Figliomeni, Jon
2008
(BISH)
(Joe’s Warehouse)
Fraser, Wally
Mombourquette, Linda
Reid, Katie
(RANS)
Risley, Chrystal
(RANS)
Smith, Chris
(Jamieson’s)
Stevens, Richard
(Assoc of Sommeliers)
(Pogue Fado)
(Innovative Beverages)
(RANS)
Hewitt, Danny
Howell, Michael
(Tempest)
Stewart, Gordon
Tanner, Dan
(ASAP)
MINUTES
2008
INTRODUCTION
RANS President Costa Elles called the meeting to order and
thanked everyone for coming and noted that the voting cards
provided were to be used throughout the meeting.
REPORT OF THE SCRUTINIZER
Costa confirmed that there were enough members in attendance to
constitute a quorum. (5% of the membership)
APPROVAL OF PAST MINUTES
(FROM AGM NOVEMBER 21, 2007)
Costa drew everyone’s attention to the previous meeting’s minutes,
which could be found in the meeting kits. He allowed time for
minutes to be reviewed and then asked if there were any questions
to be tabled. When there were none, he asked for a motion from
the floor to approve the minutes as circulated. Tanya Braine so
moved, Michael Howell seconded. Motion carried unanimously.
MINUTES
2008
COMMITTEE REPORTS
MARKETING & COMMUNICATIONS REPORT
Presented by: Katie Reid
GOVERNMENT AFFAIRS COMMITTEE REPORT
Presented by: Tanya Braine, Vice President
MEMBERSHIP COMMITTEE REPORT
Presented by: Katie Reid
APRA REPORT
Presented by: Danny Hewitt
AWARDS
Presented by: Gordon Stewart
FINANCIAL/TREASURERS REPORT
Chris Smith presented the audited financial statements and
the treasurer’s report. Chris drew everyone’s attention to the
auditor’s report in the meeting kit.
NOMINATION FOR NEW BOARD MEMBERS:
Presented by: Costa Elles
MINUTES
2008
2008-2009 FINANCIAL STATEMENTS
FINANCIAL REPORT HIGHLIGHTS
INCOME
Net increase: fundraising/sponsorship
EXPENSES
•+60,000
•increased costs, additional staff
LIABILITIES
More money up front
OBJECTIVES
•Break even this year
•Chris asked if there were any questions arising from the
Treasurer’s Report and financial statements.
•Chris Smith noted that the Proposed Budget would reviewed at
the first meeting of the 2009 Board of Directors.
Budget approved: Joe McGuinness & Michael Howell 2nd.
Chris asked for a motion from the floor to appoint McMullin and
Associates as the Association’s Accountant. Linda Mombourquette
so moved, Joe Figliomeni seconded. Motion carried unanimously.
MINUTES
2008
ELECTION OF THE 2008/2009 BOARD OF
DIRECTORS AND EXECUTIVE COMMITTEE
Danny Hewitt drew everyone’s attention to the list of proposed
Board of Directors in the meeting kits, and began by reading the
names of those nominated.
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MINUTES
2008
EXECUTIVE BOARD
Joe continued by reading the names of the slate of officers
nominated to sit on the Executive Committee. He reminded
everyone that individuals nominated must already be elected to the
Board of Directors.
President: Costa Elles (Opa, Seven, Argyle, Mosaic)
Past President: Joe McGuinness (Chocolate Lake Hotel)
Vice President/Treasurer: Chris Smith (Jamieson’s Irish House & Grill)
Vice President: Anna-Maria Jachimowicz, (Bertossi Group)
Michael Howell, (Tempest)
Jon Figliomeni, (Joe’s Warehouse)
Joe asked for additional nominations from the floor for each office
of the Executive Committee. He repeated the call for nominations
for each position. When there were none, he read the list of the
proposed slate of officers. Joe asked for a motion to elect the
Executive Board Members as read, Chris Smith so moved. Dan
Tanner seconded. Motion carried unanimously.
Costa recognizes the volunteers and their work with the
committees
MINUTES
NEW BUSINESS
Chris Smith suggested reducing paper / handouts for 2009 meeting
Costa seconds motion
Moved – 2009 no paper for meeting.
2008
MEETING ADJOURNED
BUSINESS
ARISING
FR M
MINUTES
REP RTS
Membership Committee
M E M B E R S H I P
Committee Members
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M E M B E R S H I P
Accomplishments
Solicited and obtained 21 new members
(13 Restaurants; 8 Suppliers)
Redesigned and launched www.RANS.ca
Completed a new Membership Benefits Package
Various meetings with
Suppliers held to discuss
new benefits (Precision
Atlantic, Borderless
Solutions, Group Health)
Updated policy on late
payments
Wrote-off approximately
$10,000 in Bad Debt for
Memberships
M E M B E R S H I P
New Benefits 2009-10
Chase Paymentech Visa/Mastercard Structure
Precision Atlantic printing discount
Chronicle Herald Member Rate
Doers & Dreamers Guide expansion
Attend Catch Seafood Festival
M E M B E R S H I P
Targets for 2009-10
Encourage and support voice from Associate
Members/Suppliers
Complete Benefits Review and establish Benefits
Section online
Update internal and commercial databases
o Internal: Additional Contact Names
• Credit Card Processor
• Month to be Invoiced
• Previous or Prior Board Member
o Commercial: Take out
• Rating System
• Seating Capacity
• Sommelier on staff
• Reviews
M E M B E R S H I P
Targets for 2009-10
Enhance Membership Due Process
o Set up Recurring Billing
o Provide Payment Incentives
o Adhere to 60 Day Bylaw Rule
o Modify Billing for Seasonal Establishments
Create an Events Calendar
Marketing and Communications
MARKETING AND
COMMUNICATIONS
Committee Members
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MARKETING AND
COMMUNICATIONS
Marketing Projects
RANS.ca WEBSITE
we under took a review of items to be changed
installed a new upgrade for rans.ca
still requires some changes
MARKETING AND
COMMUNICATIONS
Marketing Projects
Dining Out
repositioned the guide book and re named Dining Out,
edining.ca’s guide to where to eat in Nova Scotia
did a 3 year RFP for publishing (Holiday Media)
added a contest to cross-market with the edining.ca website
the bluenose experience
we reached our financial goal for the project
increased copies to 90,000
increased distribution in province
printed the guide book on echo friendly paper
Primary sponsors of guide book were American Express & NSLC
MARKETING AND
COMMUNICATIONS
Marketing Projects
Others items
added several new pop up banners to our inventory for
events & meetings
created a new savour plate & an etched wine taster for
events
have increased our exposure in the Doers & Dreamers
guide
received a Niche Marketing Project for Department of
Tourism, Culture & Heritage
will produce up to 35 vignettes (2-5 minutes in length)
to run on edining.ca and other associated websites
vignettes will include all areas of the province and have
a restaurant focus
MARKETING AND
COMMUNICATIONS
Communications Projects
press releases & interviews
did 10 press releases in 2008-09 on a variety of
subjects
did 21 interviews with (TV, radio and print media)
several articles for restaurant news & other publications
a briefing paper on tip differential
a paper for H1N1 tips on how assist restaurants on
items there should do in a pandemic situation
MARKETING AND
COMMUNICATIONS
2009-2010 Targets
Agenda items for 2009-2010
review of rans.ca and suggest changes
review of website support services
redesign of our sponsorships program
ongoing communications activities
revise the communications/media data base
MARKETING AND
COMMUNICATIONS
Examples of Our Work
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MARKETING AND
COMMUNICATIONS
SEAFOOD
COOKBOOK
! MARKETING AND
COMMUNICATIONS
MARKETING AND
COMMUNICATIONS
using
One of the greatest benefits of your membership
w i t h
RANS is inclusion on the eDining.ca website. One
of the
top 10 food and drink websites in Canada, eDining.ca gives you the
opportunity to not only list your restaurant, but notify customers of
specials, events and more.
With your RANS membership, you are given an online account that
gives you access to the backend of both the RANS.ca and eDining.
ca websites. Contact us if you don’t have yours!
On RANS.CA you
will find an area in
the left-hand menu
called MEMBERS
LOGIN. Type in your
username and password and you will be
directed to the members section.
There you will have
access to a new
menu that lets you edit your online restaurant profile, event listings,
recipes, articles and information on specials to eDining.ca. You can
also find information on RANS, like the organization’s constitution,
budget, committees
and contact information, as well as industry information like job
postings, education
opportunities, special
offers and a supplier
directory.
The “Account” section,
shown here, manages
your eDining profile.
Restaurant Association of Nova Scotia
1161 Hollis Street, Suite 5
Halifax, Nova Scotia
B3H 2P6
(2nd floor of the VIA Train Station)
Phone
902.429.5343
President
Costa Elles
Executive Director
Gordon Stewart
gordon@rans.ca
Association Administrator
Chrystal Risley
chrystal@rans.ca
Toll Free
1.800.665.3463
Fax
902.429.0659
what your
membership
means to you.
Newsletters
Melissa Buote
melissa@rans.ca
www.RANS.ca
www.eDining.ca
Taking place rain or shine at Glen Arbour Golf Course in Hammonds
Plains, NS, on TUESDAY, OCTOBER 6, 2009, this year’s annual
RANS Golf Tournament brings together RANS members for a day of
fun that is anthing but par for the course.
Selling out every year, this tournament offers fun, prizes and even the
opportunity to shoot for $1,000,000
from American Express. There’s
dinner, awards, trophies, and best
of all — no speeches.
Buy your tickets today at:
OUR NEWSLETTERS
RANS also has two newsletters. BITE is an industry newsletter that
covers issues that are of vital importance to the RANS membership.
THE SPREAD is a newsletter that focuses on the region’s culinary
scene, as is targeted at foodies everywhere.
www.rans.ca/golfregistration.asp
www.twitter.com/edining
SIGN UP FOR BITE AT WWW.RANS.CA
SIGN UP FOR THE SPREAD AT WWW.EDINING.CA
MEMBERSHIP BENEFITS
Representing the interests of owners, operators and employees
in the foodservice sector, RANS has a growing group of benefits
& services that will support employee retention, give industrywide exposure and increase the bottom line of restaurants with
key benefits & services that include:
Free Listing on our eDining.ca website
Free listing in Dining Out, our definitive guide to restaurants
Consumers on-line resource for up to date listings of Nova Scotia’s
top eating establishments
RANS e-newsletter with all the current news, tips, events and
research delivered to you, 12 times + per year
Advocacy of sector-wide issues and concerns to government and
media and development of marketing and partnership projects to
boost industry profile
Discounted interest rates and credit card processing from Chase
Paymentech
Access to special rates for group health benefits, personal indurance and commercial insurance
Discounted advertising rates in the Chronicle Herald
A free pass to the ApEx Trade Show, Atlantic Canada’s largest
foodservice & hospitality trade show
As always, RANS will work with industry partners and sponsors
to help maintain and promote the best food and beverage scene
in the culinary world, which is right here in Nova Scotia!
ANNUAL GENERAL MEETING
We are excited to announce that due to the overwhelming success of
last year, once again this year’s AGM is going green!
Like any responsible business, RANS recognizes the need to ensure we do as much as we
can to operate in an efficient and environmentally conscious manner. We have taken on a
number of initiatives throughout the year to employ greener efforts in our operations, and to
encourage others to do so.
On THURSDAY, NOVEMBER 12, 2009, the RANS AGM will take
place at the Halifax Marriott Harbourfront Hotel in Halifax. This
year we are taking a new approach, and our AGM will also be
an awards banquet for the restaurant industry.
We are looking for nominations and sponsorship for our awards,
so if you are interested in being recognized for an outstanding
year or if you want to help recognize your peers for their excellence,
please get in touch with Gordon Stewart at gordon@rans.ca or 902429-5343, ext 3.
Nomination forms are online at www.rans.ca/agmawards.asp
The Awards:
Taking place every February, Savour Food & Wine
lets you Get up close
and personal with
some of Nova Scotia’s
finest Executive Chefs,
Sommeliers and Restaurateurs!
Learn some brand new cooking
techniques, taste local, luxurious
wines and discover the fresh and
innovative culinary terrain of Nova
Scotia as you stroll down the famous
streets of Savour, sipping & tasting
your way through this mouth-watering
evening of decadence!
Hall of Fame Award (sponsored by RANS)
Appreciation Award (sponsored by RANS)
Green Restaurant Award
Best Restaurant Award
Best Design/Décor Award
Best Wine/Beverage Menu Award
Best Supplier Award (sponsored by RANS)
MARKETING OPPORTUNITIES!
Get your listing on eDining.ca and in Dining Out, our annual guide of where
to eat in Nova Scotia.
Member dues must be up-todate and fully paid in order to
take advantage of these great,
free marketing opportunities!
One of the highlights of the Savour Food and Wine
Festival is the Dine Out Nova Scotia Program. The
Dine Out program has also been extended to take
place in June of every year.
Restaurants participating in the Dine Out program
create a multi-course prix fixe meal at one of
three set price points, to encourage both
regulars and newcomers to their establishments to try some of the best staples or
new creations the restaurant has to offer.
RANS promotes Dine Out by publishing
menus and restaurant info on eDining.ca
and taking out print ads with restaurant info.
RESTAURANT ASSOCIATION OF NOVA SCOTIA
RANS’s number one priority is the promotion of The
Restaurant Association of Nova Scotia (RANS) is a
non-profit association that seeks to improve the operating environment of the restaurant and food service
industry in Nova Scotia.
Through government advocacy, marketing and promotion, education and outreach, RANS has successfully
represented the food and beverage sector since 1947.
The premier culinary source for food
and drink
in Atlantic Canada and one of the top 10 restaurant
information websites in Canada, eDining.ca offers
information on local restaurants, recipes, articles, employment opportunities and more.
By presenting hallmark events like Savour Food &
Wine and Dine Out, RANS is ensuring Nova Scotia
remains at the forefront of culinary excellence. Both
Savour Food & Wine and Dine Out have brought success to the Nova Scotia foodservice sector at what is
traditionally a difficult time of year for sales.
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FIND ALL THE INFORMATION IN THIS BROCHURE AT
WWW.RANS.CA/ELECTION
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RANS is currently doing advocacy work on behalf of
the foodservice sector establishments in NS in the following areas:
Annual Sales......................................................$1.2 billion
Share of provincial GDP....................................5.1%
Employees..........................................................30,100
Share of provincial employment (11,300).........7%
Share of provincial youth employment.............17.5%
Number of restaurants, bars & caterers...........1,500
Independently owned.........................................69%
Average annual pre-tax profit........................... $24,000
"
WWW.RANS.CA/ELECTION FOR MORE INFO
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You are running for a position as a Member of the
Legislature (MLA) in Nova Scotia, and we wish you
well in your endeavors to represent your constituency.
We want to make you aware of the top issues effect
our sector and the foodservice business in your constituency. Please take a moment to get familiar (more
detail info is available on line) and let us know how you
would support our sector. We would be more than glad
to meet with you and other members of your party to
discuss in more detail.
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The restaurant sector is not only weathering the tough
economic times like all other business but we are also
burden with some of our own government’s regulations and price increases (i.e. in 2009 prices increase
in alcoholic beverage, price increases for licenses and
another price increase minimum wage). Lower sales
and increases from our own government makes our
industry’s even more challenges.
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PLACE
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WHAT BILLION DOLLAR
INDUSTRY EMPLOYS
MORE THAN 30,000 NOVA
SCOTIANS?
RANS represents industry suppliers and operators,
and consists of approximately 1,550 operations with
over 33,000 employees in the province of Nova Scotia.
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RESTAURANT ASSOCIATON OF NOVA SCOTIA
1161 HOLLIS STREET, SUITE 5
HALIFAX, NOVA SCOTIA
B3H 2P6
MARKETING AND
COMMUNICATIONS
MARKETING AND
COMMUNICATIONS
TOURNAMENT #31
GLEN ARBOUR
06 OCTOBER 2009
31ST ANNUAL GOLF TOURNAMENT
Sysco’s support is a “good thing”
Sysco’s ongoing sponsorship of the Tournament is appreciated
Welcome the 2009
Thank You
RANS thanks all of our wonderful
partners, sponsors, donors and
participants for another wonderful year on the golf course.
Thank you for your cotinuing
support today and throughout
the year. An extra special thank
you goes out to our golf tournament partner, Sysco, for their
ongoing support of this wonderful event.
We hope to see you again next
month at the RANS Annual
General Meeting on November
12, 2009, at the Halifax Marriott
Harbourfront.
HOLE SPONSORS
HOLE 1
HOLE 2
55
HOLE 4
PM HOLE 5
HOLE 3
$55
QUAT
HOLE 6
Don’t Miss The RANS
AGM
POP! More than just par for the course
EVENTS
12 November 2009
The Restaurant Association of Nova Scotia
is proud to welcome back Sysco as the
presenting sponsor for the 31st Annual RANS
Golf Tournament.
SYSCO has shown unwavering supoprt
for all of RANS’s initiatives throughout the
years, and continues to be a positive force
Don’t miss your chance
to win with our balloon
pops. Only $20.
for the Association and cornerstone of the
foodservice industry in Nova Scotia.
HOLE 7
HOLE 8
HOLE 10
HOLE 11
HOLE 9
“We are so pleased to continue working side
by side with Sysco and build on the support
network they help provide year after year,”
said Costa Elles, RANS President. “Sysco is
always there when we need them.”
Glen Arbour continues to be ideal venue for the Annual Golf Tournament
The 31st invitational golf tournament is back
in Hammonds Plains this year, with RANS
members happily getting ready to tee off at
Glen Arbour Golf Course. 2009 is the second
year the tournament has taken place at Glen
Arbour and RANS could not be happier about
it.
“Glen Arbour is a beautiful location for our
golf tournament, so we couldn’t be happier to
continue on with our relationship with them,”
said Gordon Stewart, Executive Director of
RANS.
We hope everybody ejoys their day playing
the championship ad executive courses!
HOLE 12
Restaurant
Awards
If you didn’t win a trophy today
at the golf tournament, there’s
still time to take home some
gold for your restaurant or supplier business this year.
The Nova Scotia Restaurant
Awards are taking place on
November 12, 2009, after the
RANS AGM. You can nominate
your establishment by visiting
WWW.RANS.CA.
HOLE 13
HOLE 16
HOLE 14
HOLE 15
HOLE 17
HOLE 18
Where to Find Our On-Course
HOLE 14
HOLE 2
hole-in-one
competition for a car
longest drive (women)
win a prize if you can
drive a marshmallow
$1,000,000 hole in one
Take a small chance to possibly win some big money
Once again, American Express is giving you the chance of a lifetime
-- win $1,000,000 in their fantastic hole-in-one challenge!
HOLE 7
hole-in-one
competition for a
Victory Motorcycle
HOLE 18
longest drive (men)
Where to Find Our On-Course
BBQ
Players who have a valid American Express Card, or whose businesses accept AMEX are eligible to take one shot at the AMEX holein-one after regular play is finished on the 18th hole. A witness
will be placed at the tee -- 165 yards out for men and 150 yads for
women -- and another witness will be at the pin, videotaping the
excitement.
“It’s a step-right-up-and-swing event,” says Linda Mombourquette,
AMEX Eastern Region Client Manager for Canada. There are, after
all, no mulligans or practice shots. “But who knows? Somebody
may get lucky this year!”
Register for the AMEX hole-in-one challenge at the reception desk.
Breakfast of champions
Bishop’s Cellar provides morning mimosas for all!
HOLE 4
HOLE 15
Don’t forget you can purchase
MULLIGANS
keep your perfect ball rolling for only $10
available at the registration desk
Start your game off with style by enjoying a mimosa courtesy
of Bishop’s Cellar. And keep your energy up with some of the
wonderful muffins being supplied by Glen Arbour and the
delicious Mother Parker’s coffee. Thank you to all of our food
sponsors for helping out this year!
Let’s Make a Toast
Franklin Imports & Andrew Peller bring the wine
If you find yourself at the putting competition, take the time to
enjoy a tipple thanks to Andrew Peller’s wine sponsorship.
And make sure to raise your glass to Franklin Imports at dinner, as
the wine you’ll be enjoying with your chicken & ribs is all thanks to
them.
Find this information and details about all RANS initiatives at www.RANS.ca
MARKETING AND
COMMUNICATIONS
!
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About the Association
APRA
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Government Affairs
AFFAIRS
GOV’T
Committee Members
Tanya Braine, Landmark Hospitality (former Chair)
Richard Stevens, Pogue Fado (Chair)
Costa Ellis, Opa Taverna
Michael Howell, Tempest
Shannon Bhrum, RCR
Gary Muise, Grafton Connor Group
Gordon Stewart, RANS
AFFAIRS
GOV’T
How We Work…
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AFFAIRS
GOV’T
08/09 Committee Activity
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AFFAIRS
GOV’T
Tactic/Priorities and
2010 Strategy
Opening of Liqour Control Act,
Wholesale pricing for licensees,
Minimum wage and tip differential,
Mayor’s committee on downtown safety,
Urban transportation issues,
AGD inspections/ID issues,
Credit card company debit card issue,
AGD position re: police endorsement - extended hour/s,
establish a productive relationship with our new provincial
gov’t,
Focus on calling on elected officials,
Invited to present to the provincial caucus,
Treasurer’s Report
PROPOSED BUDGET
Draft Budget 2009-2010
Working Paper
actual 2009
budget 2010
56,415
63,165 (30 net members)
14,758
16,000
48,095
69,923
11,091
14,000
181
32,000
70,000
3,900
66,000
200
214,463
251,265
Revenue
Membership
Marketing Revenue
GUIDE, WEBSITE
Fundraising Events
GOLF, AGM, SAVOUR
GENERAL SPONSORSHIP
APRA PROJECT MGT
APRA
INVESTMENTS AND INTEREST INCOME
Revenue total
Expenses
PROFESSIONAL FEES
WEBSITES
BAD DEBTS
FINANCE CHARGES
DONATIONS
MEETINGS AND PLANNING SESSIONS
MEALS AND TRAVEL
INTERNET AND TELEPHONE
GENERAL OFFICE
INSURANCE
PROMO/ADVERTISING
RENT & OCCUPANCY TAXES
CONTRACTS, WAGES & BENEFITS
Committees
GOVERNMENT AFFAIRS
MEMBERSHIP
MARKETING & COMMUNICATIONS
SOCIAL & EVENTS
EDUCATION & TRAINING
6,425
2,250
14,165
4,547
100
4,428
4,646
2,704
10,429
1,891
9,793
14,601
142,742
6,000
4,000
10,000
5,500
100
4,000
4,000
3,000
13,000
1,900
11,000
16,000
160,000
319
0
0
0
0
4,000
2,500
2,500
4,500
1,000
Expense total
219,040
253,000
SURPLUS/-DEFICIT
-4,577
-1,735
Proposed Budget for 2009-2010 final approval new Board of Directors
BY-LAW
CHANGES
By Laws of the Restaurant Association of Nova Scotia
By-laws
of
Valued Acer Customer 17/9/09 12:06 PM
Deleted: November 2005
Proposed Revision
September 2009
Revised October 2009
1/19
Article 1: Classes of Membership
1A Membership
1. There shall be seven classes of membership in the Association which are as follows:
(a) Regular Membership - Available to owners, partners, proprietors, executives,
corporate officers and/or managers having administrative duties and responsibilities and
discretionary authority respecting the preparation and/or service of food and/or
beverage at an operation.
(b) Seasonal Membership - Available as in 1. above but only respecting an operation not
open for more than six months of every year. Membership fees are reduced for
Seasonal Members.
(c) Additional Membership - Available as in 1. Above (up to 40 members) but only
respecting additional operations of a Regular or Seasonal Member. Membership fees
are reduced for Additional Members.
(d) Associate Membership - Available to manufacturers, processors and/or suppliers of
industry-related commodities or suppliers of industry-related services.
(e) Educational Membership - Available to instructors or students in industry-related
government departments, colleges, universities or trade schools or industry-related
consultants or foundations.
(f) Honourary Life Membership - Available to persons who are not currently active in the
affairs of the Association but have performed some distinguished service to the
Association or the food and beverage community. Such persons may be elected as
Honourary Life Members by unanimous vote of the Board of Directors and if so elected,
shall be exempt from paying membership fees and dues and shall be entitled to all the
benefits and privileges of membership in the Association with the exception of voting
and holding office.
(g) Franchise Membership -Available to owners, partners, proprietors, staff of franchise
operations involved in the preparation and/or the service of food and/or beverage in an
operation.
2. The Executive shall have the power and authority to create additional classes of
membership in the Association.
2/19
1B Application for Membership
1. Application for membership shall be made by submitting to the Executive an
application in the form approved by the Executive and issued by the Association. The
Executive shall consider and accept or reject each application submitted to it. Until
an application is accepted by the Executive and the payment of the membership fee is
paid in full to the Association, membership in the Association is not granted and the
benefits and privileges of membership do not arise.
2. The basis of membership, eligibility for membership, membership fees and annual
dues shall be determined by the Executive. Membership fees can be waived or reduced
by the Board, the Executive, the President or the Executive Director.
3. Each membership shall be entitled to and shall appoint one member of record.
4. A welcome letter and information on all benefits and privileges of membership should
be sent to all new members.
1C Withdrawal from and Termination & Suspension of Membership
1. Subject to Subsection 3 of this Section 1C, the Board of Directors shall have full
power and authority to suspend a member for such period as it deems reasonable or to
expel a member if:
(a) such member is in arrears in payment of his or her annual dues for greater
than sixty days; or
(b) in the opinion of the Board, such member is or could be detrimental to the
Association.
2. The Board of Directors shall have full power and authority to lift the suspension of a
member who has been suspended or to reinstate a member who has been expelled
upon such terms and conditions as it determines appropriate.
3. A membership may be terminated at any time for any reason upon a resolution
authorizing same being passed by a majority of not less than two-thirds of the Board of
Directors.
Deleted:
Deleted:
4. A member may withdraw from the Association upon delivering written notice thereof to
the Association. A member will be deemed to have withdrawn from the Association in
the event of failure to pay annual dues or any other due, fee, levy or amount required by
the Association, or any portion thereof, within sixty days of the due date.
3/19
5. A member shall, upon ceasing to be a member of the Association for any reason,
forfeit all benefits and privileges of membership and all rights arising out of
membership, including any rights to the property and funds of the Association,
and discharge and release the Association and its property and funds from any actions,
claims and demands.
6. A letter of suspension, expulsion or termination shall be official notice of the
suspension, expulsion or termination of a membership and shall be forwarded by
ordinary mail to the last known address of the member who has been suspended or
expelled or whose membership has been terminated.
7. A letter should be sent to all benefit providers advising of a cessation of membership.
Article 2: Board of Directors
2A Number
The Board of Directors shall be made up of not less than five and not more than twenty
members.
2B Eligibility
No person shall be nominated, elected or act as a Director unless he or she is a
member in good standing. The total number of Associate and Educational Members on
the Board of Directors shall not exceed forty percent of the Board.
2C Election of Directors
1. The election of Directors shall take place at the Annual General Meeting or a Special
General Meeting called for that purpose.
2. Only those members in good standing present or represented by proxy at a General
Meeting shall be entitled to vote for the election of Directors at a General Meeting.
3. One vote for each candidate for Director shall be held. Each candidate for Director
shall obtain a majority of all votes cast by members entitled to vote at a General
Meeting. Should more than twenty-four candidates for director obtain a majority of
all votes cast by members entitled to vote at a General Meeting, the twenty-four
candidates who obtained the most votes shall hold the positions.
4. Each director elected shall be elected for a two-year term and upon the expiry of such
term, shall be eligible for re-election.
4/19
Valued Acer Customer 17/9/09 10:21 AM
Deleted: e me
Deleted: -fiv
5. Upon the expiry or termination of a President's term, he or she, who will be known as
the Past President, shall be a Director for a term equal in duration to that of the
President.
6. If an immediate Past President is unable or unwilling to act as a Director, the Board of
Directors may appoint a prior Past President to so act.
2D Duties & Responsibilities
1. The affairs of the Association shall be managed by the Board of Directors.
2. The Board of Directors shall advise and instruct the Executive Director and other key
staff and shall receive and consider reports from the Executive Director and other key
staff
3. The Board of Directors shall have the power and authority to formulate policy with
respect to any and every matter involving or touching upon interests of the Association
and to do all such things as in their opinion may be necessary or expedient to carry out
effectively the objectives of the Association and in particular, the Board of Directors shall
have the power and authority to:
(a) prohibit any act or practice by a member which, in the opinion of the Board, is or
could be detrimental to the interests of the industry, and to deal with any such member
disregarding any such prohibition in such manner as it may deem proper;
(b) approve all decisions made by the Nominations Committee as to the eligibility of a
person nominated for or elected as a Director
c) Make, repeal or amend any and all regulations which they may deem expedient for
the internal management and well being of the Association. All regulations made by the
Board under this rule shall be binding upon the Association and its members until
repealed by the Board or by a resolution passed by the members at a General Meeting;
Deleted: Committee
Deleted: Executive Committee.
Deleted: n
Deleted: Officer or Director;
(
Deleted: m
(d) Borrow money pursuant to a resolution passed by the members at a General Meeting
authorizing the Board to borrow money for a specified purpose, in a specified amount
and at a specified interest rate. The power granted to the Board hereunder shall only be
effective until the next Annual General Meeting.
Deleted: borrow
Deleted: ;
Deleted:
(e) Levy a special assessment for any purpose whatsoever pursuant to a resolution
passed by the members at a General Meeting.
Deleted:
Deleted: ;
(f) Determine and collect membership fees and annual dues.
Deleted: levy
Deleted: determine
Deleted: ;
5/19
(g) By resolution authorize the President and at least one other officer or the Executive
Director to sign, accept, draw and endorse on behalf of and in the name of the
Association cheques, promissory notes and bills of exchange and generally, conduct the
banking business of the Association.
Deleted: b
Deleted: promissary
(h) Authorize expenses for attendance at meetings for the transaction of business by the
Officers of the Association provided these expenses have been approved in the annual
budget.
Deleted: ;
Deleted: authorize
(i) hire an Executive Director, an Administrative Assistant and any other employee as it
determines necessary to fulfill the requirements of the Association; or, if appropriate,
authorize key staff to make hiring decisions on a case by case basis.
(j) Examine and approve the current financial statements at each regularly called
meeting of the Board.
Deleted: ;
Deleted: e
(k) authorize the participation of the President at industry related functions and if the
President is unable to attend such a function, authorize the participation of an alternate
representative.
Deleted: ;
2E Vacancies
In the event that a vacancy occurs on the Board of Directors, the Board may, so long as
a quorum remains, appoint a member to fill the vacancy for the balance remaining of the
vacant Director's term.
2F Attendance Requirement
Any elected member who does not attend any two meetings (without just cause and
notification) of the Board of Directors during his or her term may be asked by the
Executuve Committee to resign from his or her position and upon being so asked, shall
deliver his or her resignation to the Board. The Board may elect or appoint a member to
fill the vacancy for the balance of the term.
Deleted: A Chairperson, Officer or Director
2G Appeal
Subject to the following, all decisions of the Board of Directors shall be upheld. Any
member of the Association may appeal a decision of the Board to the Association to be
decided upon by the Association at its next General Meeting provided that written notice
of the appeal is delivered to the President within thirty days from the date of the decision
to be appealed.
Deleted: complied
6/19
Deleted: Board
Deleted: with
Article 3: Officers & Executive Committee
3A Eligibility
No person shall be appointed an Officer unless he or she is a member in good standing.
Deleted: Director
3B Election of Officers
1. The election of Officers shall take place at the Annual General Meeting of a Special
General Meeting called for that purpose.
2. Only those members in good standing present or represented by proxy at a General
Meeting shall be entitled to vote for the election of Officers at a General Meeting.
3. Candidates for the offices of President, Senior Vice-President Secretary and
Treasurer shall obtain a majority of all votes cast by members at the General Meeting
entitled to vote. If a candidate for one of these offices does not receive a majority of all
such votes cast, then the candidate for that position who received the least number of
votes shall be excluded and another vote shall be taken. This procedure shall continue
until the position is filled. Candidates shall be voted on separately by the showing of
voting cards.
Deleted: (s)
Deleted: and
Deleted: /
Deleted: s and the
Deleted: /
4. The President shall be elected for a two-year term and shall be eligible for re-election
up to two additional terms. Senior Vice-President, Secretary and Treasurer shall
continue to hold office until their successors are elected and shall be eligible for reelection.
3C Executive
1. Unless otherwise provided herein, the affairs of the Association shall be managed by
an Executive comprised of the President, Senior Vice-President, Secretary, Treasurer
and the immediate Past President. The Executive Director is an ex-officio member of the
Executive.
2. Any question arising at a meeting of the Executive shall be decided upon by a majority
of the votes cast.
3. . The Executive shall report to the Board of Directors at each Board meeting. In
reporting, the Executive shall provide the Board with a summary of the affairs of the
Association and at the Annual General Meeting a copy of the Financial Statements of
the Association for the preceding fiscal year.
4. The Board of Directors shall be responsible for managing the affairs of the
association..
Deleted: (s), the
Deleted:
Deleted: /
Deleted: The Executive shall meet at least four
times a year. Meetings of the Executive shall
be called by the President, a Vice-President or
a quorum of the Executive and shall be held on
a date and at a time and location in Nova Scotia
designated by the person or persons so calling
the meeting.
4. A minimum of seven days notice in writing of
any meeting of the Executive shall be given by
prepaid post, fax or e-mail to each member of
the Executive at his or her last known address
appearing in the books of the Association.
Subject to Subsection 5G 4., any meeting of the
Executive, except as it may relate to the
passing of any extraordinary resolution, may be
held without notice if a majority of the members
of the Executive are present or if those not
present waive notice thereof either before or
after the meeting.
5
Deleted: 6.
Deleted: The Board of Directors will provide
guidelines and direction to the Executive
Committee
7/19
3D Vacancies
In the event that a vacancy occurs on the Executive, the Executive may, so long as a
quorum remains, appoint a Director to fill the vacancy for the balance remaining of the
vacant Executive's term.
3E Officers
1. The Executive shall determine the terms of remuneration of the Officers, if any for
expenses incurred,
The Executive will also determine the terms of employment and remuneration of
employees of the Association, including, but not limited to an Executive Director and an
Administrative Assistant.
Deleted: Executive Director and Administrative
Assistant
Deleted: and
2. President
The President shall:
(a) Chair the meetings of the Association and perform all the usual and
customary duties of President. If the President is unable to attend any meetings
of the Association, he or she shall notify the Senior Vice-President, who will chair
the meeting in the President’s absence, and the Executive Director;
Deleted: chair
Deleted: (s)
(b) Provide guidance and direction to the Executive Director respecting, amongst
other things, the policies approved by the Board of Directors;
Deleted:
(c) Execute all agreements, contracts and documents in the name of the
Association when authorized to do so by the Board of Directors;
Deleted: provide
(d) Be a member ex-officio of all Committees of the Association and with the
approval of the Board of Directors, establish special committees and appoint the
members and the Chairperson thereof as is deemed advisable.
Deleted: execute
Deleted:
(e) Use his or her best efforts to inform himself or herself of the opinions of the
Directors in regard to current policies of the Association and therefore be
qualified to speak for and represent the entire membership.
Deleted: be
Deleted: ;
Deleted: use
(f) Sit on the Atlantic Provinces Restaurants Associations, APRA, Board of
Directors and represent the interest of the Board of Directors of the Association
thereon or designate an elected member of the Board of Directors to represent
the Association on his behalf and report monthly to the RANS Board of Directors;
Deleted: ;
Deleted: sit
Deleted:
8/19
(g) With the consent of the Board of Directors, represent the Association at
industry related functions and if the President is unable to attend any such
function, the Board may appoint an alternate representative.
Deleted: w
(h) Obtain approval of the Executive for any unforeseen expenditures.
(i) Conduct a performance appraisal of all senior employees of the Association at
least once a year.
Deleted: present a formally written budget and
agenda two months prior to a function for
approval by the Board of Directors;
(i) obtain
Deleted: ;
3. Senior Vice President
Deleted: ; and
a) The Senior Vice President shall perform all the duties of the President in his or
her absence and such other assignments, duties and responsibilities as the
President may request from time to time.
Deleted: j
b) He or she shall notify nominees of their appointment to committees on behalf
of the Association.
Deleted: (s)
Deleted: c
Deleted: A
4. Secretary
Deleted: designated
(a) The Secretary shall send meeting reminders, collect committee reports and
disseminate the meeting agenda one week prior to the meetings of both the
Board of Directors and the Executive Committee
b)Ensure minutes of all of the meetings of the Board of Directors, Executive
Committee and Annual General Meeting are properly taken and filed in the
minute book and are maintained for at least seven years from the date of the
meeting.
Deleted: /Treasurer
The Secretary-Treasurer shall:
c) Ensures minutes are distributed to members shortly after each meeting
d) Is sufficiently familiar with legal documents (articles, by-laws, correspondance,
etc.) to note applicability during meetings
e) Responds to correspondance on behalf of the President, Executive and or
Board of Directors as so instructed.
Deleted: become and remain informed of the
financial situation of the Association, make
regular reports to the Board of Directors as to
such situation and present to the Board for their
approval all expenditures outside the scope of
the budget;
(b) examine and approve the current financial
statements presented at each of the regularly
scheduled meetings of the Board of
Directors;
(c) present audited financial statements for the
past year and a proposed budget for the
forthcoming year at the Annual General
Meeting; and
(d) e
f) He or she shall have custody of the Seal of the Association.
Deleted: and all such meetings are tape
recorded and all such recordings
5) Treasurer
Deleted: two
a) The Treasurer shall prepare and present a budget for approval annually at the
Annual General Meeting
Deleted:
9/19
Deleted:
b) Become and remain informed of the financial situation of the Association,
make regular reports to the Board of Directors as to such situation and present to
the Board for their approval all expenditures outside the scope of the budget.
(c) Examine and approve the current financial statements presented at each of
the regularly scheduled meetings of the Board of Directors.
(d) Present audited financial statements for the past year
. Executive Director
Deleted: 5
(a) An Executive Director may be employed by the Association when it is
financially feasible. Such employment must be approved by the Board of
Directors. The Executive Director will receive guidance and direction from the
Board through the President.
(b) The Executive Director and/or the Operations Manager shall be responsible
for organizing and administering the day-to-day affairs and operations of the
Association. He or she shall be responsible to, and maintain ongoing
consultation with, the President and the Executive and shall be ultimately
responsible to the Board of Directors.
(c) The Executive Director shall cause to be kept all records of the Association,
(d) The Executive Director and/or Operations Manager shall be the custodian of
all papers and documents brought before all bodies, both elected and appointed
and all written agreements, contracts, deeds, insurance policies, leases and
records and evidences of title to real estate and other property (except monies
and securities) owned or controlled by the Association.
(e) The Executive Director and/or Operations Manager shall have authority to
execute all agreements, contracts, deeds, certificates, bonds or other documents
when authorized by the Board of Directors.
(f) The Executive Director shall advise the President on all issues and matters
affecting the Association.
(g) The Executive Director shall consult with the President on the necessity for all
committees and assist in recommending chairpersons and committee members.
(h) The Executive Director shall be a non-voting member of the Executive, the
Board of Directors and all other groups and/or committees that may from time to
time be established.
Deleted: to be kept minutes of all meetings of
the Association, Executive, Board of Directors
and all committees. He or she shall also cause
Deleted: other
Deleted: the Executive, the Board and all
Committees and shall be responsible for
serving all notices of the Association, the
Executive, the Board and all Committees.
Deleted: He or she shall have custody of the
Seal of the Association.
Deleted:
Deleted: He or she shall notify nominees of
their appointment to committees on behalf of
the Association.
Deleted:
Deleted:
10/19
(i) The Executive Director and/or Operations Manager , in consultation with the
President, shall be responsible for developing all the various types of programs
and seminars of a provincial nature, both education, public relations and
otherwise, within the limitations of the annual budget.
(j) The Executive Director, in consultation with the duly appointed Committee
Chairperson, shall have the responsibility for selecting by tender all facilities for,
and developing and producing all phases of, the Association's Annual Genral
Meeting and for any and/or all provincial seminars, conferences, or other special
meetings whenever held throughout the year.
Deleted: a
Deleted: convention
(k) In co-operation with the President, the Executive Director may represent the
Association before and to all levels and areas of the federal and provincial
Governments and shall monitor government activities and their effect on the
foodservices/hospitality industry. He or she shall also serve as liaison with all
other associations.
(l) In consultation with the Treasurer, the Executive Director shall develop annual
budget of the Association to be submitted to the Board of Directors for approval
and adoption. On behalf of the Treasurer, he or she shall cause to be prepared
on a regularly scheduled basis financial statements to be submitted to the
Executive Committee
(m) The Executive Director may be assigned any duty or responsibility that is
logically a part of his or her function as Executive Director of the Association.
6. Operations Manager
Deleted: Secretary/
Deleted: Secretary/
Deleted: and he or she shall be custodian of
all financial books and records of the
Association.
Deleted:
(a) An Operations Manager may be engaged by the Association when it is
financially feasible. Such employment must be approved by the Board of
Directors. The Operations Manager will receive guidance and direction from the
Board through the President.
Deleted: Administrative Assistant
Deleted: and the Executive Director
(b) The duties and responsibilities of the Operations Manager shall be
determined by the Executive
Deleted: in consultation with the Executive
Director.
(c) The Operations Manager may be assigned any duty or responsibility that is
logically a part of his or her function as Operations Manager of the Association
and is responsible for the day to day operations of the Association including, but
not limited to, event and administrative management .
Deleted:
11/19
Article 4: Meetings
4A Board of Directors
Deleted: and Executive
1) The Board of Directors shall meet not less than four times a year to, amongst other
things, examine the current financial statements and manage the affairs of the
Association. Meetings of the Board shall be called by the President in his or her
discretion or a quorum of the Board shall be held on a date and at a time and location in
Nova Scotia designated by the person or persons so calling the meeting.
2. Minutes shall be taken of all proceedings of the Board of Directors and shall be
available to the members of the Association for inspection. All minutes must be
maintained for at least seven years from the date of the meeting or proceeding. The
minutes shall state the date of the next meeting of the Board.
Deleted: two
Deleted:
Deleted: two
3. As it is intended that the Board of Directors provide recommendations to
organizations, the Board will meet to formulate such recommendations and meetings of
the Board called for this purpose shall be called by the President on a date and at a time
and place in Nova Scotia to be designated by the President in his or her discretion on a
date and at a time and place in Nova Scotia to be designated by the President in his or
her discretion to formulate such recommendations.
4. Notice of a meeting of the Board of Directors and the minutes of the last meeting of
the Board of Directors shall be mailed, faxed or emailed to each Director at his or her
last known address or fax number appearing in the records of the Association at least
five days before the date set for such meeting, and such notice shall state the business
to be transacted thereat and the date, time and place in Nova Scotia of such meeting. A
meeting of the Board may be held without notice if all the directors waive notice thereof
either before, or after the meeting.
4B Executive Committee Meetings
a)The Executive shall meet at least four times a year. Meetings of the Executive
shall be called by the President, the Senior Vice-President or a quorum of the
Executive and shall be held on a date and at a time and location in Nova Scotia
designated by the person or persons so calling the meeting.
b) A minimum of seven days notice in writing of any meeting of the Executive
shall be given by prepaid post, fax or e-mail to each member of the Executive at
his or her last known address appearing in the books of the Association. Subject
to Subsection 5G 4., any meeting of the Executive, except as it may relate to the
passing of any extraordinary resolution, may be held without notice if a majority
of the members of the Executive are present or if those not present waive notice
thereof either before or after the meeting.
12/19
4C General Meeting
1. An Annual General Meeting shall be held once a year within 30 days of the previous
year end. An Annual General Meeting shall be called by the President or a quorum of
the Board of Directors and shall be held on a date and at a time and place in Nova
Scotia designated by the person or persons so calling the meeting.
2. At each Annual General Meeting an annual financial review for the past year, a
proposed budget for the forthcoming year and annual reports of the President and
Executive Director shall be presented. The Executive may decide to request a full
audited statement for presentation at the Annual General Meeting.The directors, officers
and auditors for the forthcoming year shall be elected as hereinbefore provided. All
general business of the Association shall be transacted, including the approval of the
proposed budget for the forthcoming year.
Deleted:
3. A Special General Meeting maybe called for any purpose by the Board of Directors on
a date and at a time and place to be designated by the Board. A Special General
Meeting shall be called for any special purpose by the President or a quorum of the
Board upon receipt of a request in writing signed by not less than thirty members of the
Association setting forth the purpose or purposes for which such meeting is to be called
on a date not later than sixty days of receipt of the requisition and at a time and place in
Nova Scotia designated by the person or persons so calling the meeting.
4. Minutes shall be taken of all General Meetings and shall be available to the members
of the Association for inspection. All minutes maintained for at least seven years from
the date of the meeting.
Deleted: must be tape recorded and
5. Notice of a General Meeting shall be mailed, faxed or e-mailed to each member at his
or her last known address appearing in the records of the Association at least fourteen
days before the date set for such meeting, and such notice shall state the business to be
transacted thereof and the date, time and place in Nova Scotia of such meeting. An
accidental omission to give notice of a meeting to a member shall not invalidate a
resolution passed or proceedings taken at such meeting.
Deleted: two
Deleted:
4C Procedure of Meeting
1. At all meetings of the Association the President, and in his absence the Senior Vice
President, and in their absence a member selected by the Board of Directors, shall take
the chair.
Deleted: one of
Deleted: s
2. Every active member present shall be entitled to one vote upon every motion, and in
case of equality, the Chairman or President shall have the casting vote.
13/19
Deleted:
3. Unless otherwise decide by the Board of Directors, only members in good standing of
the Association shall be permitted to attend the meeting. The President, however, if he
deems it advisable, may invite non-members to attend and/or address the meeting.
4. Parliamentary procedure shall govern in deciding questions or procedure at all
meetings of the Association. However, Association meetings may adopt standing rules
of procedure by a majority vote at any regular meeting. Rules of procedure may be
suspended at any meeting by two-thirds vote.
4D Adjournment
Any meeting of the members of the Association may be adjourned to any other time or
location.
4E Voting
1. At any meeting of the members of the Association or the Board of Directors, the
Chairperson of such meetings shall not vote except in the case of a tie, where he shall
have a casting vote. At any meeting of the members of the Association, each regular
member in good standing, except the Chairperson as mentioned, shall be entitled to one
vote.
2. Associate and Education members shall be entitled to vote at any meeting of the
Association.
4F Quorum
1. Thirty percent of the Board members shall constitute a quorum for the Board of
Directors.
2. Five percent of the members shall constitute a quorum at any General Meeting.
3. Five percent of the members shall constitute a quorum at any Special Meeting.
4. Fifty percent of the Executive shall constitute a quorum at any Executive Meeting.
4G Voting by Mail or by Electonic Means
The President, at his discretion, may submit any question by mail or electronically to the
members of the Board of Directors, who may vote thereon by mail or electronically, and
such vote shall be as binding on the Board of Directors as if taken at a duly convened
meeting thereof.
14/19
Article 5: Committees
5A Nominating Committee
1. The Nominating Committee shall consist of the Past President and two persons who
are members of the Board of Directors.
2. The Nominating Committee shall prepare a slate of Directors and Executive Officers
for the forthcoming year. Directors may be re-elected or selected from among the
membership.. The Nominating Committee shall report these nominations to the Board of
Directors for preliminary approval prior to the Annual General Meeting of the
Association. The Nominating Committee shall then report these nominations to the
Annual General Meeting of the Association for election.
Deleted: The Executive shall be selected from
among the Directors elected by the Association
3.Nominations may be made from the floor for the Executive and the Board of Directors
provided that the persons so nominated are members in good standing of the
Association and have consented in writing to their being so nominated. The names of
such persons shall be added to the names appearing on the slate so prepared by the
Nominating Committee.
Deleted: 3. The President and all Board
members have a say in the nomination of
proposed Board members and proposed
Executive members.
5B Standing Committees
Unknown
1. Standing Committees like the following may be formed, but are not limited to these
categories.
Deleted:
-Government Affairs
-Membership
-Social and Events
-Marketing & Communications
-Education & Training
2. While it may not be necessary for all Standing Committees to function continuously,
Chairpersons should be elected by the Board of Directors and instructed to form
committees.
3. Each Chairperson shall select her own committee members from among the Board of
Directors or any knowledgeable person in or out of the Industry, and hold meetings from
time to time as the need arises, reporting regularly thereon to the Board of Directors.
4. Each standing committee will prepare their terms of reference and objectives for the
year and submit to the Board of Directors for approval.
5. Each standing committee shall report on their progress at regular Board of Directors
meetings
15/19
Deleted: -Atlantic Provinces Restaurants
Association (APRA)
5C Standing Committees
Deleted:
1. Government Affairs Committee
It shall be the function of this committee to establish and maintain a useful line of
Communication with all levels of government which have some bearing on the business
of the Restaurant Association of Nova Scotia and its members; to maintain a useful line
of communication with other related organizations such as the Tourism Industry
Association of Nova Scotia (TIANS); to use its best efforts to promote and safeguard the
interest of the members; to act on legislative and any other related matters when
authorized to do so by the Board of Directors.
2. Membership Committee
It shall be the function of the Chairperson of this committee to execute a program aimed
at promoting membership in the Association. This committee shall have as its function
the conducting of a continual program of membership promotion and the implementation
of all programs developed by the Association for this purpose, and any other related
matters.
3. Education & Training Committee
It shall be the function of the Education Committee to determine the educational needs
of the Foodservices Industry in the Association; to furnish leadership and direction for
the educational programs to be developed by the Association; to ensure high standards
of food and beverage service; to include seminars, management courses and workshops
and to encourage co-operation with the educational programs sponsored by education
institutions and related groups for newcomers entering the Foodservices Industry; to
work in close co-operation with the provincial Department of Health in an effort to
improve the standards of sanitation; to act, on request, in liaison capacity on any
problems which might arise at the local level; to work on any other related matters.
4. Social and Events
It shall be the function of the Social and Events Committee to plan organize and carry
out events which are deemed to provide value to the membership. Staff will be made
available to assist the committee in the administration of said events.
5. Marketing and Communications
It shall be the function of the Marketing and Communications Committee to work with
staff and outsourced contractors to develop a program and materials which will market
the benefits of membership to the foodservice industry and the general public, to provide
tools, both print and electronic, for members to market their own establishments, and to
establish tools and methods to enhance communication with the membership
16/19
Deleted: provincial
Deleted: departments
Additional Board Positions
1. APRA
Deleted: 4.
RANS shall, upon receiving a request from the APRA Association, elect two
representatives to sit on the APRA Board of Directors by unanimous votes. Directors
may volunteer for these positions or be nominated. One of the appointed APRA
representatives will sit on the RANS Board of Directors ex-officio and will not have voting
privileges.
The APRA representative will submit reports to the Board of Directors and act as a
liaison between the two associations.
Deleted: Appointments
Deleted: ,
Deleted: so long as the person so nominated
accepts the nomination.
Article 6: Financial
6A Fiscal Year
The fiscal year of the Association shall be October 1st to September 30th.
6B Audit
The Executive of the Association shall make a decision annually regarding requirement
of a Full Audit or a Review Engagement at the end of each fiscal year. A financial
statement, including a balance sheet and statement of receipts and expenditures, must
be presented to the Board of Directors for approval at the Annual General Meeting of the
Association.
6C Borrowing
The Board of Directors may, from time to time:
1. Borrow money upon the credit of the Association in such amount and upon such
terms as may be deemed necessary.
2. Issue bonds, debentures or other securities of the Association for its lawful purposes
and for such amounts and upon such terms as may be expedient, and pledge or sell the
same for such sums and at such prices as the Directors may determine.
3. Hypothecate, mortgage, charge or pledge all or any of the real and personal property,
undertaking and rights of the Association to secure any such bonds, debentures or other
securities or any money borrowed or any other liability of the Association.
4. Delegate to the Executive all or any of the powers conferred by the foregoing clauses
of the by-laws to such extent and in such manner that the Board shall determine at the
time of such delegation.
17/19
Deleted: and/or Board of Directors
5. Give indemnities to any Director or any other person who has undertaken or is about
to undertake any liability on behalf of the Association, and to secure such Director or
other person against loss or giving him a mortgage or charge upon the whole or any part
of the real or personal property of the Association.
Deleted:
6D Cheques, Drafts, Notes
All cheques, drafts and promissory notes shall be drawn or be directed to be drawn by
the Treasurer, and shall be signed and endorsed on behalf of the Association by the
designated signing authorities.
Article 7: Legal Proceedings & Declaration
Deleted: Administrative Staff person and by
the Secretary/Treasurer, President or Vice
President.
The President, Senior Vice President, Secretary, Treasurer, Past President and
Executive Director shall be authorized and empowered, on behalf of the Association, to
appear and answer summonses upon articulated facts, examinations on discovery,
seizures by garnishments, and all such matters, and the Executive is hereby authorized
and empowered to delegate such authority and such powers to any third parties upon
proper resolution.
Deleted: Secretary/
Deleted: (s)
Deleted: /
Article 8: General
8A By-law Interpretation
The Board of Directors shall be the sole authority for the interpretation and application of
the by-laws of the Association. Any decision made by the Board of Directors in this
regard shall be final and binding upon the members.
8B Amendments
1. The by-laws of the Association may be rescinded, amended or added to at the Annual
General Meeting.
2. These by-laws are binding upon all members and they are deemed to be acquainted
with same.
Article 9: Association Seal
1. The Association shall have an Association Seal. Documents bearing the impression of
the Association Seal under the hand of any two of the President, Senior Vice President,
Secretary, Treasurer, Past President or Executive Director shall be binding upon the
Association. The Secretary shall apply the seal in any case.
Deleted: Executive Director
Deleted: /
18/19
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AGM Presentation.pptx

Transcription

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