THE SASKATCHEWAN ENVIRONMENTAL INDUSTRY AND MANAGERS ASSOCIATION BY-LAW NUMBER 01
REV: May 2008; Approved at the June 2008 Annual General Meeting
A BY-LAW GOVERNING THE PROCEDURE AND BUSINESS OF THE SASKATCHEWAN ENVIRONMENTAL INDUSTRY AND MANAGERS ASSOCIATION (the “Association”).
WHEREAS the Association was incorporated, pursuant to the provisions of the Non-Profit Corporations Act (the “Act”);
WHEREAS the Association is empowered under the Act to make By-Laws; AND WHEREAS the Act provided that the By-Laws of the Association shall not be rescinded, altered or added to except by Special Resolution of the Association; NOW
THEREFORE, the Association hereby enacts and adopts the following By-Law:
BY-LAW NO. 1
ARTICLE 1 - DEFINITIONS AND INTERPRETATION
1.01 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:
- “Act” means The Non-Profit Corporations Act and includes any amendments thereto and substitutions therefore as same may be from time to time enacted;
- “Annual Meeting” means a meeting of members that must be held within four months following the fiscal year-end of the Association;
- “Association” means the Saskatchewan Environmental Industry and Managers Association;
- “Board” means the Board of Directors of the association established pursuant to Article 3;
- “Corporation” means any body corporate, proprietorship, partnership, group or organization and its wholly owned subsidiaries, and without limiting other inclusions of the above, includes the Governments of Canada, Saskatchewan, municipalities, and the ‘First Nations’, and includes educational institutions.
- “Director” means a Director of the Association as the same may be elected from time to time pursuant to this By-Law;
- “Environmental managers” shall in general be those persons or corporate bodies working or operating in Saskatchewan, who have responsibility for the management of, or the planning or education for, or the research and development of environmental matters, and/or the execution of activities directly related thereto.
- “Member” means a Member of the Association in good standing;
- “Member’s Representative” means that individual selected by a Member pursuant to Article 2;
- “Proxy” means a voting Member in good standing who has been assigned in writing (including electronically), the voting rights of another voting Member or Board Member in good standing, either for a particular resolution or an entire meeting. The assignment of voting rights must be duly recorded and appended to the resolution and/or meeting minutes;
- “Regular Meeting” means any pre-scheduled business meeting of the Association;
- “Resolution” means any resolution carried by a majority of the voting members (including proxies) at a duly constituted meeting of the Association;
- “Special Meeting” means any meeting of the Association pursuant to Article 7;
- “Special Resolution” means any resolution carried by at least 75% of the members (including proxies) at a duly constituted meeting of the Association; and
- “Staff” means those employees and contractors retained to provide services for and on behalf of the Association, whether on a full-time or part-time basis;
1.03 Except as may be otherwise provided herein and unless the contest specified or requires otherwise, wherever used in this By-Law, terms defined in the Act or in any regulation promulgated pursuant to the authority of the Act shall have the meanings ascribed to them by the Act or by such regulation, as the case may be.
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:
- to provide a forum where environmental managers may meet to exchange knowledge and to work together to address matters of mutual interest,
- to act as a common voice for the environmental industry,
- to support the needs of environmental industry and environmental managers and the groups that they represent,
- to promote professional environmental management principles and appropriate environmental standards, working toward sound environmental management,
- to act as a focal point on environmental matters,
- to inform the public on environmental matters,
- to promote the value of its Members’ services and actions, and
- to do the above within a Saskatchewan context, recognizing and networking with other relevant groups and organizations.
1.09 The following is the Association’s Code of Ethics: Members shall recognize that the Association’s Code of Ethics is founded upon integrity, competence and dedication to environmental management, sustainable development and to the protection/enhancement of the Environment. This code shall guide all members at all times. Members shall:
- have proper regard for safety, health and welfare of the public, and for the protection of the environment;
- comply with all applicable laws and regulations,
- endeavour to extend public understanding of environmental management,
- undertake only such work as they are competent to perform by virtue of their experience and training, (e) not be associated with enterprises contrary to the public interest or sponsored by persons of questionable integrity,
- endeavour to improve the competence and value of the Association, and
- conduct themselves with fairness and good faith toward other members.
1.10 Where in this Bylaw reference is made to the mailing of documents, including notices, and the writing of letters, such references shall be deemed to allow and include electronic mail or e-mail.
ARTICLE 2 - MEMBERSHIP
2.01 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:
- Individual and Corporate (Voting) Members: Any individual or corporation engaged in environmental management may make an application to the Directors for admission to the Association as an Individual or Corporate Member, respectively. Corporate Members may sponsor Associate members, but a Corporate member’s Representative may not also be an Individual Member. Not more than two Individual Memberships shall be granted to employees of a Corporate Member. Where a corporation may qualify for membership but is not a Corporate Member, Individual Membership may not be granted to more than three of its employees.
- Associate (Non-voting) Members: Any individual or corporation may make an application to the Directors for admission to the Association as an Associate Member. An Associate Member, other than an individual, may, on its admission to the Association by the Directors, appoint a representative to represent that Association Member at all meetings of the Association. Associate Members, other than individuals, shall promptly inform the Secretary of the Association of the identity of their representative and of any replacement thereof. Associate Members being individuals, and Associate Members not being individuals through their respective representatives, shall be entitled to receive notice of and to attend all regular meetings of the Association, but shall not be entitled to vote thereat.
- Student (Non-voting) Members: Any individual being enrolled as a student in any institution and which student’s course of study encompasses those areas which are of concern or interest to the Association may make an application to the Directors for admission to the Association as a Student Member. Student Members shall be entitled to receive notice of and to attend all regular meetings of the Association, but shall not be entitled to vote thereat.
2.03 Membership Fees and Dues: Members remain in good standing in the organization through the payment of dues and adherence to the code of ethics. The dues of the organization are described and set under the membership regulation, any may be revised, at any time, through a special resolution of the Directors at any properly constituted meeting.
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 DIRECTORS
3.01 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:
- Executive Committee is composed on the officers of the Organization including and limited to the President, Vice-President, Secretary, Treasurer and Immediate Past President.
- Standing and ad hoc committees established at the discretion of the Board (article 5).
- Staff who may be appointed from time to time.
3.02 Board of Directors: The Board shall consist of a minimum of nine (9) and a maximum of twenty (20) Directors, of whom:
- one shall be the President of the Association;
- one shall be the Vice-President of the Association;
- one shall be the Secretary of the Association;
- one shall be the Treasurer of the Association;
- one shall be the immediate Past-President of the Association;
- one shall be the Membership Director;
- at least one shall be the Programs Director(s); and
- others shall be Directors-at-large.
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:
- at the conclusion of that Director’s term of office;
- if that Director shall resign his office by delivering a written resignation to the President or to the Vice-President;
- if that Director is of unsound mind and has been so found by any Court of competent jurisdiction; or
- if at any duly constituted meeting of the Association, a Special Resolution that the Director be removed from office is passed.
3.08 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 a passed resolution at the next regular meeting of the Board and any such appointee shall complete that vacating Director’s term of office as if that appointee had been duly elected in accordance with the foregoing.
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 be 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 - OFFICERS
4.01 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 - COMMITTEES
5.01 Standing committees: The Standing Committees of the Association shall be:
- the Executive Committee, which shall be led by the President, consists of the President, Vice-President, Secretary, Treasurer, and Immediate Past-President. The Executive Committee provides administrative guidance to the Executive Director of the Association and ensures that activities necessary for the effective management of the organization are implemented. Such activities include ensuring meetings are called, advising the board on matters of concern to the organization.
- Government Relations Committee, which shall be led by the President, consists of the Vice-President and other interested Board Members. The Government Relations Committee will:
- Influence policy and legislation for the benefit of members;
- Inform and advise members of specific opportunities to do business with the government;
- Communicate to members about legislation or regulations that will affect the industry;
- Create association coalitions to further the interest of members; and
- Raise government awareness of SEIMA’s mission, activities, and its member
- The Finance Committee, which shall be led by the Treasurer and be responsible for the preparation and submission to the Association of budgets and forecasts and for the preparation and submission of recommendations regarding other significant fiscal and financial matters;
- The Program Committee, which shall be led by the Programs Director, elected by the board, and be responsible for the Association’s programs delivery and the publication and distribution of the Association’s newsletters and directories;
- The Membership Committee, which shall be led by the Membership Director, elected by the board;
- The Governance Committee, which shall be chaired by the President, and will consist of Past President and other volunteers from the Board. The Governance Committee shall be responsible for matters relating to activities of the Board, review, and revision of By-Laws, and in general, maintain a “horizon watch”. The Nominations Committee shall be a sub-committee of the Governance Committee shall be chaired by the Past President.
5.02 Ad Hoc Committees: The Board may, by motion, establish and empower such other committees as the Board may, from time to time, deem appropriate or expedient. The Chair of such committee shall be appointed by the board. Ad hoc committees are not limited to but may include:
- the Legislative Review Committee, which may be responsible for the taking in and review of all existing and proposed government legislation affecting those areas in which the Association maintains an interest and for the review and maintenance of the Association’s By-Laws and other constituting documents;
- The Media Relations Committee, which may consist of the President, the Programs Director(s) and the Executive Director as appointed by the Directors, and shall be responsible for the preparation and coordination of press releases, interviews and the general dissemination of information pertaining to the Association and its activities to the news media, pursuant to the guidance of the Directors;
- the Marketing Committee, which may consist of an appointed Director, the Membership Director and the Programs Director, and shall be responsible for the marketing of the Association and its programs.
5.03 Committee Membership: Except as otherwise provided herein, membership on any Committee of the Association shall be determined by resolution of the Directors passed from time to time, except that the President shall be, ex officio, a member of every Committee of the Association.
ARTICLE 6 - STAFF
6.01Executive 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 - MEETINGS
7.01 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:
- elect Officers for the ensuing year pursuant to Article 4.01;
- determine a schedule for Regular Meetings during the ensuing year pursuant to Article 7.03;
- appoint members to the Standing Committees of the Association for the ensuing year pursuant to Article 5.03;
- fix the remuneration of the auditor for the current year; and
- conduct such further and other business as the Directors see fit.
Subject thereto and subject to the provisions of Article 7.05, the Directors shall hold such further meetings during the course of the ensuing year as the Directors may see fit.
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:
- the ratification and approval of the actions of the Directors during the preceding fiscal year of the Association;
- the election of Directors;
- the confirmation of the appointment of the Association’s auditors for the current fiscal year; and
- 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.
7.03 Regular Meetings: Regular Meetings of the Association may be held at such times and such places as the Directors may, from time to time, determine. As soon as is practicable after any such meeting(s) are determined to be held, the President shall notify the membership of the times, places and dates scheduled for such Regular Meetings and, except in the event of a change to the said schedule, no further notice to the Members of Regular Meetings shall be required. The President shall ensure that an agenda for each Regular Meeting is prepared and distributed to the Members at least (10) days in advance of the date scheduled for that Regular Meeting.
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:
- the date, time and place proposed for the Special Meeting of the Association; and
- a concise statement of the matter or matters of business proposed to be dealt with at the Special Meeting of the Association. Except upon the passage of a Special Resolution to the contrary, no business other than that stated in the notice calling a Special Meeting of the Association shall be dealt with at that Special Meeting of the Association.
7.05 Special Meetings - Association: A Special Meeting of the Association shall be convened by the President, or in the President’s absence, the Vice-President, within (14) days next following the giving to the President, or, in the President’s absence, the Vice- President, of a written request therefore from five (5) or more Full Members setting forth therein a concise statement of the matter or matters of business proposed to be dealt with at such Special Meeting of the Association.
7.06 Special Meetings - Directors: A Special Meeting of the Directors may be convened:
- upon at least 24 hours written or verbal notice thereof being given to each of the Directors by the President or the Vice-President; or
- on seven (7) days written notice thereof signed by at least two (2) Directors being given to each of the Directors. Any notice of a Special Meeting of the Directors required to be given in accordance with the foregoing shall include:
- the date, time and place proposed for the Special Meeting of the Directors; and
- a concise statement of the matter or matters of business proposed to be dealt with at the Special Meeting of the Directors. Except upon the passage of a unanimous Directors’ Resolution to the contrary, no business other than that stated in the notice calling the Special Meeting of the Directors shall be dealt with at that Special Meeting of the Directors The foregoing notwithstanding, Special Meetings of the Directors may be held at any time without formal notice if all of the Directors are present thereat or if those Directors absent have, in writing, waived notice of or signified their consent to the Special Meeting being held in their absence.
7.07 Information Meetings: The Association may hold meetings from time to time designated as Information Meetings. The purpose of Information Meetings is to allow the Members to receive information of an educational nature or of general interest relevant to the responsibilities and undertakings of the Association. Except where an Information Meeting is combined with a Regular Meeting or a Special Meeting, no business shall be conducted and no resolutions shall be put forward for consideration at an Information Meeting.
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 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.
ARTICLE 8 - CORPORATE FORMALITIES
8.01 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:
- the President and any other Director; or
- the Vice-President and any other Director. In addition, the Directors may, from time to time, designate by 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 the Association without further authorization or formality.
- the Executive Director may be authorized to execute contractual instruments in support of the strategies approved by the Executive Committee. The Executive Director will be authorized to have signing authority for funds up to $5000.
8.03 Cheques and Drafts: All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be executed in such manner and by such Directors or other persons or any combination thereof as the Directors may, from time to time, designate by Resolution.
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.