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 NovaScotia;
(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 orcream from cows and who holds a licence issued under the Act to sell rawmilk that has been produced by a herd of dairy cows that the producer owns orcontrols.
Amendment of by-laws
2 (1) Subject to subsection (2), these by-laws may be amended, in whole or in part, by theboard of directors.
(2) Before amending these by-laws, the board of directors must give the members atleast 30 days’ advance notice of the amendment and an opportunity to discuss andmake recommendations to the board of directors on the amendment, either at anannual 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 DFNSby 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 memberselected 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 ofDFNS in addition to the directors who are members.
(2) A person appointed by the Minister must be a senior official from the Nova ScotiaDepartment 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 theboard 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 ofthe term of office of a person appointed to the board of directors who dies, resigns orotherwise ceases to be a member of the board of directors.
(7) The costs of the attendance and participation by a person appointed by the Ministerare 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 isbinding on, all directors.
(2) In order to be nominated for election to the board of directors, a person must agree tocomply with the code of conduct and must sign a copy of the code of conduct toindicate 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 annualgeneral meeting of members following his or her election as a director and holdsoffice 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 ofDFNS 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 twothirds (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 regionhave expressed concern to the board of directors about the director’srepresentation 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 ofdirectors 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 thenext yearly election.
(2) The term of office of a person elected to fill a vacancy is the remaining balance ofthe 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 Bretonand Victoria;
(b) Region 2, encompassing the counties of Antigonish, Guysborough and Pictou;
(c) Region 3, encompassing Cumberland County and the area designated insubsection (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 Hantsand 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 andnorth of Highway 104, plus the area bounded on the northby Cobequid Bay, on the west by the Shubenacadie River,on the south by Highway 289 from Green Oaks toBrookfield, and on the east by Highway 102
all the area in Colchester County not included in NorthColchester
all the area in Hants County east of a line drawn from Selmato 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 HallsHarbour 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 committeecomposed of 4 members or designates who reside in the region and who must beelected by the members who reside in the region.
(2) A milk committee designate elected under subsection (1) or appointed undersubsection (5) must be a spouse, parent, son or daughter of a member and must be atleast 18 years old.
(3) To elect members or designates to a milk committee for a region, the board ofdirectors must call a meeting of the members who reside in the region, to be held at atime and place determined by the board of directors, and the members present at themeeting must elect the milk committee members.
(4) The term of office of a member or designate on the milk committee is 3 years, andthe terms of office must be staggered.
(5) If there is a vacancy on a milk committee because of the resignation or death of amember or designate on the milk committee, the board of directors may, inconsultation with the milk committee, appoint a member or a designate from theregion to the milk committee until it is convenient, as determined by the board ofdirectors, to have an election in the region to replace the member who has resignedor 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, theboard of directors must appoint 6 directors from among themselves, one each to beassigned to work with the milk committee for each of the 6 regions established bySection 14.
(2) The director assigned to a region must hold at least 2 meetings per year of the milkcommittee for the region to seek advice, input and feedback on matters affectingDFNS.
(3) The board of directors must ensure that 1 or more directors meets at least twice eachyear with members in each of the 6 regions to seek advice, input and feedback onmatters 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 whois designated by the corporation;
(c) if a member is a partnership, an individual partner in the partnership who isdesignated 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 ofDFNS:
(a) a member who is not a corporation or partnership;
(b) the individual shareholder of a member corporation who is designated by thecorporation in accordance with clause 17(b);
(c) the partner of a member partnership who is designated by the partnership inaccordance with clause 17(c).
(2) A person who is a director on the board of directors of a processor, transporter ordistributor 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 orafter 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 ofthe nomination;
(d) the nominee provides a copy of the code of conduct signed by the nominee toindicate 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 tovote 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 immediatelyinform producers of the name of the nominee by publishing the name of the nomineeon 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 19are complete, DFNS must immediately provide each nominee with the list ofnominees.
(2) A nominee may withdraw his or her nomination by notice in writing to DFNSdelivered or mailed so that it is received no later than the 7th day after the date thelist 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 vacancieson the board of directors, DFNS must declare the candidates elected to the board ofdirectors by acclamation.
(2) If there are more candidates for election to the board of directors than vacancies onthe board of directors, DFNS must conduct an election.
22 (1) DFNS must appoint a returning officer and any deputy returning officers and otherpersons 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 returningofficer.
23 (1) For each election of directors, DFNS must mail or cause to be delivered 1 ballot toeach 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 theelection 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 whomthe 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 mailingenvelope in the spaces provided; and
(e) mail the mailing envelope or cause it to be delivered to the returning officer sothat
(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 thanOctober 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 asealed 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 theconsolidation: 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, ifNovember 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 theelection;
(b) permit each candidate to be represented at the counting of the ballots by ascrutineer 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 withsubsection 23(2),
(ii) that contains votes for more than the number of vacancies on the boardof directors,
(iii) on which there is any writing or mark by which the voter may beidentified, 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 thecandidates who obtained the largest number of votes.
(2) Before 4:30 p.m. on the day immediately after the date the votes are counted, DFNSmust 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 bynotice in writing to DFNS delivered or mailed so that it is received no later than 7days 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 mustcause the returning officer to conduct a recount of the ballots and each candidatemay 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 morepersons to the board of directors is not determined on the counting or recounting ofthe ballots, DFNS must determine the director or directors by causing the returningofficer 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 numberof positions on the board of directors to be filled, and each candidatewhose 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 laterthan 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 inaccordance 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, byat 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 theboard 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 sufficienttime 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 ameeting.
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 directorunder Section 12.
(2) Each matter arising at a meeting of the board of directors must be decided by amajority 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 meetingcalled 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 soonerthan 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 byprepaid mail or electronically or orally; and
(d) the secretary makes a record in the minute book of the board of directors of thematter 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 amajority of directors in favour of or against the matter to be decided, it must bedecided accordingly.
(3) A record made by the secretary under subsection (1) must be read and confirmed atthe 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 themeeting and the secretary.
Quorum at board of directors meeting
35 A majority of the elected directors of the board of directors constitutes a quorum whetheror not a vacancy exists.