BY-LAW NO. 1

1.01 This By-Law shall be known as the “Governance By-Law”. 1.02 Unless the context specifies or requires otherwise, wherever used in this By-Law, the following terms shall have the following meanings: a) “Act” means The Non-Profit Corporations Act, 2022 and includes any amendments and substitutions as same may be from time to time enacted. b) “Annual Meeting” means a meeting of members that must be held within six months following the fiscal year end of SEIMA. c) “Board” means the Board of Directors of SEIMA established pursuant to Article 3. d) “Director” means a Director of SEIMA as may be elected from time to time under this By-Law. e) “Environmental Stakeholder” means a person involved in the management, planning, education, research or development of environmental matters in Saskatchewan. f) “Member” means a Member who meets the criteria established under Article 2 and remains in good standing. g) “Ordinary Resolution” means any resolution carried by a majority vote (including proxies) at a duly constituted meeting. h) “SEIMA” means the Saskatchewan Environmental Industry Members Association Inc. i) “Special Resolution” means any resolution carried by a vote of at least 75% (including proxies) at a duly constituted meeting. 1.03 Except as may be otherwise provided in this By-law and unless the context requires otherwise, wherever used in this By-law, terms defined in the Act or in any regulation enacted pursuant to the authority of the Act shall have the meanings ascribed to them by the Act or by such regulation. 1.04 The captions and headings in this By-Law are for convenience or reference only and shall not affect the interpretation of any provision of this By-Law nor shall they affect the scope or intent of the same. 1.05 This By-Law shall be interpreted in accordance with the laws of the Province of Saskatchewan. 1.06 Any provision of this By-Law which is invalid or unenforceable may be severed and such severance shall not affect the validity or enforceability of any other provision hereof. 1.07 The purposes of SEIMA shall be: a) to provide a forum where environmental professionals may meet to exchange knowledge and to work together to address matters of mutual interest; b) to support the needs of environmental industry and environmental managers and the groups that they represent; c) to promote professional environmental management principles and appropriate environmental standards, working toward sound environmental management; d) to promote the value of its members’ services and actions; and e) to do the above within a Saskatchewan context, recognizing and networking with other relevant groups and organizations. 1.08 Where reference in this Bylaw reference is made to the mailing of documents, including notices, such references shall be deemed to allow and include electronic mail or e-mail.

2.01 Membership Criteria: The Board shall determine the criteria required for membership and may from time to time amend those criteria. The Board shall be responsible for assessing eligibility for membership and reserves the sole and unfettered discretion to determine whether an applicant meets the membership criteria. The Board may delegate this approval function. 2.02 Categories of Membership: Membership in SEIMA shall be divided into the following categories: a) Voting Members: Any individual who is an Environmental Stakeholder may make an application to the Board for admission to SEIMA as a Voting Member. Each Voting Member has one vote. b) Non-Voting Members: Any individual enrolled as a student in any post-secondary institution and which student’s course of study includes environmental matters may make an application to the Board for admission to SEIMA as a Non-Voting Member. Non-Voting Members shall be entitled to receive notice of and to attend all regular meetings of SEIMA but shall not be entitled to vote. 2.03 Membership Fees and Dues: Members remain in good standing through the payment of dues and adherence to any code of ethics that may be approved by the Directors. The dues shall be set by the Board on an annual basis. 2.04 Termination: Any Member of SEIMA whose actions are contrary to any code of ethics approved by the Board may be expelled from membership upon passage of a Special Resolution of the Board.

3.01 The business and affairs of SEIMA shall be managed and run by the Board of Directors. The Board shall consist of a minimum of five (5) and a maximum of nine (9) Voting Members, of whom: a) one shall be the Chair; b) one shall be the Vice-Chair; c) one shall be the Secretary; d) one shall be the Treasurer; and e) others shall be Directors-at-large. 3.02 Qualifications: Only Voting Members shall be eligible to serve as Directors. 3.03 Term: Directors shall be elected for a term of three years. No Director shall be eligible to serve as a Director beyond two, consecutive three-year terms. 3.04 Nominations: Nominations for candidates shall be submitted to the Governance Committee, in writing no later than fourteen days prior to the Annual Meeting. All candidates shall have the written support of at least two Voting Members. Nominations for candidates may also be made from the floor at the Annual Meeting provided that each such nomination shall be seconded by at least two Voting Members. 3.05 Elections: Elections for the available Director positions among all of the nominees shall be held at the Annual Meeting after calling for nominations from the floor. Each Voting Member shall be entitled to one vote at the election, and the nominees, dependent upon the number of vacancies available on the Board, receiving the most votes, shall be declared elected to the office of Director. Where the nominees are fewer or equal to the number of vacancies available on the Board, then no vote shall occur and all such nominees shall be acclaimed as Directors. The voting procedure may include the use of voting cards, mail-in ballots, or electronic ballots at the discretion of the Board. Distribution of all forms of ballots will be at the discretion of the Secretary. 3.06 Removal of Director: A Director shall be deemed to have resigned their office and that Director’s office shall be deemed to be vacated: a) at the conclusion of that Director’s term of office; b) if that Director shall resign his office by delivering a written resignation to the Chair or to the ViceChair; or c) if at any duly constituted meeting of the SEIMA, a Special Resolution that the Director be removed from office is passed. 3.07 Vacancies: Any vacancy occurring in the office of a Director during that Director’s term of office may be filled by appointment by the Board subject to an Ordinary Resolution passed at the next regular meeting of the Board and any such appointee shall complete that vacating Director’s term of office as if that Director had been duly elected. 3.08 Remuneration: Directors shall receive no remuneration for carrying out their duties. Notwithstanding, Directors may be reimbursed for reasonable travel, subsistence and out-or-pocket expenses necessarily incurred by them in the carrying out of their duties as Director.

4.1 Election of Officers: Following the election of Directors at the Annual Meeting in each year, the Directors shall, at a Board meeting set to follow the Annual Meeting, elect from amongst their number a Chair, a Vice-Chair, a Secretary, and a Treasurer. The Officers elected shall hold office until the next Annual Meeting, at which time they shall be deemed to resign. 4.2 Chair: The Chair shall be the Chief Executive Officer of SEIMA and shall preside at all meetings of SEIMA. 4.3 Vice-Chair: The Vice-Chair shall, in the absence or inability of the Chair, perform all of the functions of the Chair. 4.4 Secretary: The Secretary shall give notice of all Meetings of SEIMA and of the Board and keep records of all proceedings at such meetings. 4.5 Treasurer: The Treasurer shall keep the accounts of SEIMA and shall make such reports with respect thereto as the Directors may, from time to time, require. The Treasurer shall ensure the deposit and maintenance of the funds of SEIMA in such banks or other financial institutions the Directors shall, from time to time, direct. 4.6 Immediate Past Chair: The immediate Past Chair of the Association shall be entitled to attend all Meetings of the Directors for one year immediately following the conclusion of their term but shall not be entitled to vote at any Meeting of the Directors.

5.1 Committees: The Board may, by Ordinary Resolution, establish and empower committees as the Board may, from time to time, deem appropriate or expedient. The Board shall appoint the Committee Chair of such committees. Voting Members shall be eligible to sit on an ad hoc committee.

6.1 Staff and Contractors: The Board may, from time to time, hire persons and delegate duties of the Board as deemed appropriate.

7.1 Organizational Meeting of Directors: At the first meeting of the Directors in each year, which shall be held after the Annual Meeting, the Directors shall: a) elect Officers for the current year pursuant to Article 4.1. b) determine a schedule for regular Meetings during the current year pursuant to Article 7.3. c) appoint members to any committees of SEIMA for the current year pursuant to Article 5.3. d) fix the remuneration of the auditor or independent accountant for the current year; and e) conduct such further and other business as the Directors see fit. 7.2 Annual Meeting: The Annual Meeting of SEIMA shall be held within six months following the fiscal year end of SEIMA. The business to be conducted at the Annual Meeting shall include: a) the ratification and approval of the actions of the Directors during the preceding fiscal year of SEIMA. b) the election of Directors. c) consideration of the financial statements or any auditor’s report. d) the confirmation of the appointment of SEIMA’s auditor or independent accountant for the current fiscal year; and e) such further and other business as may properly come before the meeting. Written notice of the date, time and place for the Annual Meeting shall be mailed to the Members at least thirty (30) days in advance of the Annual Meeting in each year. 7.3 Special Meetings Called by the Membership: A Special Meeting shall be convened by the Chair within (14) days following the giving to the Chair of a written request from five (5) or more Voting Members setting forth a concise statement of the matter or matters of business proposed to be dealt with at such Special Meeting. 7.4 Irregularities in Notice: Notice may be waived by any Director or Voting Member, as the case may be. 7.5 Quorum: a) A majority of the Directors holding office shall constitute a quorum for the transaction of business at any duly constituted meeting of the Directors. b) Five (5) Voting Members present at any duly constituted meeting, including the Annual Meeting, shall constitute a quorum for that meeting. 7.6 Conflicts of Interest: A Director shall disclose the nature and extent of any interest that the Director has in a material contract or material transaction if the Director: a) is a party to the contract or transaction; b) is a director or officer or an individual acting in a similar capacity of a party to the contract or transaction; or c) has a material interest in a party to the contract or transaction. A Director who discloses such an interest shall not be entitled to vote on any resolution to approve the contract or transaction.

8.1 Execution of Documents: Contractual instruments of SEIMA shall be executed by SEIMA, under the Corporate Seal of SEIMA, if one is adopted, with the signatures of: a) the Chair and any other Director; or b) the Vice-Chair and any other Director. In addition, the Directors may, from time to time, designate by Special Resolution the manner in which and the persons by whom any particular instrument of class of instruments may or shall be executed and all instruments so executed shall be binding upon SEIMA without further authorization or formality. 8.2 Exercise of Borrowing Powers: SEIMA shall have no powers to borrow except where authorized by Special Resolution of the Board 8.3 Fiscal Year End: Subject to any provision to the contrary in the Act or in the Regulations, the fiscal year of the Association shall end on the 30th day of April in each year. 8.4 Audit or Independent Accountant Review of Accounts: Following the end of each fiscal year of SEIMA and prior to the next ensuing Annual Meeting, SEIMA’s auditor, or independent accountant, as appointed pursuant to Article 7.1(d) and confirmed pursuant to Article 7.2 (c), shall prepare and submit to the Board an audited statement or the results of their independent review of the accounts of SEIMA. 8.5 Inspection of Books and Records: The books and records of SEIMA may be inspected by any Member upon forty- eight (48) hours’ request. 8.6 Liabilities: SEIMA shall hold adequate liability insurance to protect itself and/or its Directors and any staff or contractors against liabilities which may arise from the activities of SEIMA and/or its Directors on behalf 8 thereof. The Board shall review the type and level of coverage at least every second year to ensure it reflects the needs of SEIMA and its business activities.

9.1 Adoption of By-Law: SEIMA hereby adopts and confirms the within By-Law as the Governance By-Law. 9.2 Amendment and Repeal: This Governance By-Law may be amended or may be repealed in part or in its entirety by Special Resolution passed at any duly constituted meeting of SEIMA.