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THE SASKATCHEWAN ENVIRONMENTAL INDUSTRY AND MANAGERS ASSOCIATION BY-LAW NUMBER 01
ARTICLE 1 - DEFINITIONS AND INTERPRETATION1.01 This By-Law shall be known as the “General Procedures By-Law”.
1.02 Unless the context specifies or requires otherwise, wherever used in the By-Law, the following terms shall have the following meanings:
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 Wherever the singular is used, it shall be deemed to extend to and include the plural and where one gender is used, it shall include all genders.
1.07 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.
1.08 The purposes of the Association shall be:
ARTICLE 2 - MEMBERSHIP2.01 The Board of Directors shall determine the criteria required for membership, with guidance from the definitions in this By-Law, and may from time to time amend those criteria. The Board of Directors shall be responsible for assessing eligibility for membership, and reserves the sole and unfettered discretion to determine whether an applicant meets the membership criteria. Upon receiving an application, the Board of Directors shall determine an applicant’s eligibility and accordingly advise the applicant in due course. The Board of Directors may delegate this function to the Executive of the Board of Directors.
2.02 Categories of Membership: Membership in the Association shall be divided into the following Categories, each of which shall be subject to the rights and privileges set forth herein, namely:
2.04 Withdrawal: Any Member of the Association, whose actions, or consequence thereof, are contrary to the Code of Ethics of the Association, that Member may, upon passage of a Special Resolution by the Directors, be expelled from membership in the Association.
ARTICLE 3 - BOARD OF DIRECTORS3.01 The business and affairs of the Association shall be managed and run by the Board of Directors. To facilitate this role, the board is assisted by:
3.03 Qualifications: Only those persons who are Individual Members or Corporate Member’s Representatives shall be eligible to serve as Directors.
3.04 Term: Directors shall be elected for a term of three years, and no Director shall eligible to serve as such beyond two, consecutive three-year terms, except for Directors serving on the Executive Committee.
3.05 Nominations: Thirty days prior to the Annual Meeting in each year, the Nominating Committee shall circulate to all individual and corporate Members a slate of candidates by which that Committee proposes to fill the Directorships available for election at the next Annual Meeting.
Thereafter, nominations for candidates other than those selected by the Nominating Committee shall be submitted to the Nominating Committee, in writing no later than fourteen days prior to the Annual Meeting. Nominations for candidates other than those selected by the Nominating Committee shall have endorsed thereon the written support of at least two Individual or Corporate Members.
Nominations for candidates may also be made from the floor at the Annual Meeting, in accordance with the procedure referred to below, provided that each such nominations shall, in order to be valid, be seconded by at least two Individual or Corporate Members.
3.06 Elections: Elections for the available Directorships amongst all of the nominees shall be held at the Annual Meeting under the supervision and direction of the Immediate Past-President and/or the Membership Director of the Association after calling for nominations from the floor. Each Individual or Corporate Member shall be entitled to one vote at the election, and the nominees, dependent upon the directorships available, receiving the most votes, shall be declared elected to the office of Director. In any event, where no nominations other than those set forth on the slate prepared by the Nominating Committee are received for the available Directorships, and these are fewer than the available Directorship, the persons named on the slate prepared by the Nominating Committee shall be deemed to be elected to the available Directorships by acclamation, and no formal election shall be held.
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. Each Individual or Corporate Member shall be entitled to one vote.
The nominees, dependent upon the directorships available, receiving the most votes shall be declared elected to the office of Director.
3.07 Removal of Director: A Director shall be deemed to have resigned his office and that Director’s office shall be deemed to be vacated:
3.09 Remuneration: Directors, except the Executive Director(s), 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 as may approved from time to time by a simple majority at a duly constituted meeting of the Board. Except as provided herein, no Director shall be an employee of the Association.
ArticlE 4 - OFFICERS4.01 Election of Officers: Promptly 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 President, a Vice- President, a Secretary, a Treasurer. The Officers so elected shall hold office until the next ensuing Annual Meeting, at which time they shall be deemed to resign.
4.02 President: The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association.
4.03 Vice-President: The Vice-President shall, in the absence or inability of the President, perform all of the functions of the President.
4.04 Secretary: The Secretary shall, with the aid and assistance of the Staff, give notice of all Meetings of the Association and of the Board and keep records of all proceedings at such meetings.
4.05 Treasurer: The Treasurer shall, with the aid and assistance of the Staff, keep the accounts of the Association 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 the Association in such banks or other financial institutions the Directors shall, from time to time, direct.
4.06 Immediate Past President: The Immediate Past President of the Association shall be entitled to attend all Meetings of the Directors and all Meetings of the Association, but shall not be entitled to vote thereat; owing only to his status as Immediate Past President.
ARTICLE 5 - COMMITTEES5.01 Standing committees: The Standing Committees of the Association shall be:
ARTICLE 6 - STAFF6.01Executive Director and/or Chief Operating Officer: The Directors may, from time to time, appoint an Executive Director and/or a Chief Operating Officer of the Association. The Executive Director shall, subject to the direction and control of the Executive Committee, be responsible for the management and administration of the business affairs of the Association.
The duties and authority of the Executive Director shall be as set out in the written job description as prepared by the Executive Committee. The job description will outline conditions of work and status of position (contract/employee).
6.02 Support Staff: The Executive Director or Executive Committee can hire any staff required to support the functioning of the organization. The duties and authority of such staff shall be as set out in the written job description as prepared by the Executive Director and approved by the Executive Committee. The job description will outline conditions of work and status of position (contract/employee).
6.03 Event Staff: The Executive Director or Executive Committee can hire temporary staff required to support short term events such as the Business Expo.
ARTICLE 7 - MEETINGS7.01 Organizational Meeting of Directors: At the first meeting of the Directors in each year, which shall be held promptly after the Annual Meeting, the Directors shall:
7.02 Annual Meeting: The Annual Meeting of the Association shall be held within four months following the fiscal year end of the Association. The business to be conducted at the Annual meeting shall include:
7.04 Special Meetings - Association: A Special Meeting of the Association may be convened, upon at least 72 hours written or verbal notice thereof being given to each of the Full Members, by the President or the Vice-President. Any notice of a Special Meeting of the Association required to be given in accordance with the foregoing shall include:
7.06 Special Meetings - Directors: A Special Meeting of the Directors may be convened:
7.08 Irregularities in Notice: If any meeting is called contrary to these By-Laws, any resolutions passed as a result of that meeting may be waived by any Director or by any Member, as the case may be.
7.09 Quorum: Seven (7) of the Directors then holding office shall constitute a quorum for the transaction of business at any duly constituted meeting of the Directors. Seven (7) of the Directors and the Individual and Corporate Members present, through their respective Full Member’s Representatives, at any duly constituted meeting of the Association, including the Annual General Meeting, shall constitute a quorum for that meeting of the Association. Directors may assign a “proxy” to represent them at any duly constituted meeting of the Association.
7.10 Conflicts of Interest: No Director shall vote upon, but may participate in the debate, regarding any issue in which that Director, the Corporation that he represents, his spouse or their children, parents or siblings, have a direct financial interest. In the event of such a conflict arising, the Director shall declare his interest to the meeting and shall absent himself from that portion of the meeting in respect of which the conflict was declared.
ARTICLE 8 - CORPORATE FORMALITIES8.01 Corporate Seal: A seal may be approved and adopted as the Corporate Seal of the Association by a resolution of the Board. The Secretary of the Association shall maintain custody of the Corporate Seal.
8.02 Execution of Documents: Contractual instruments of the Association shall be executed by the Association, under the Corporate Seal of the Association, if one is adopted, with the signatures of:
8.04 Exercise of Borrowing Powers: The Association shall have no powers to borrow except where authorized by a motion of the Executive Committee, but may otherwise raise or secure the payment of monies for the operation of the Association.
8.05 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.
8.06 Audit of Accounts: Following the end of each fiscal year of the Association and prior to the next ensuing Annual Meeting, the Association’s auditor, as appointed pursuant to Article 7.01(d) and conformed pursuant to Article 7.02 (c), shall prepare and submit to the Board an audited statement of the Accounts of the Association.
8.07 Inspection of Books and Records: The books and records of the Association may be inspected by any Member at the business offices of the Association upon forty-eight (48) hours request therefore being made, in advance, to the Secretary of the Association.
8.08 Liabilities: The Association shall hold adequate liability insurance to protect itself and/or its directors and staff against liabilities which may arise from the activities of the Association and/or its directors on behalf thereof.
ARTICLE 9 - ADOPTION AND AMENDMENT
9.01 Adoption of By-Law: The Association hereby adopts and confirms the within By-Law as the General Procedures By-Law.
9.02 Amendment and Repeal: This 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 the Association.