Sseer Bylaws (Adopted June 15, 2010)

8/3/2019 Sseer Bylaws (Adopted June 15, 2010)

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BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION

INC.

Table of ContentsPage Numbers

Section 1 General 2

1.1 Name of organization

1.2 Definitions & area of service

Section 2 Purpose 4

Section 3 Registered Office 4

Section 4 Corporate Seal 4

Section 5 Membership 45.1 Types of membership

5.2 Rights of members

5.3 Membership fees

5.4 Withdrawal of membership

5.5 Transfer of membership

5.6 Termination of membership

5.7 Meetings of the membership

5.8 Quorum for meetings of the membership5.9 Voting of the membership

Section 6 Special Resolutions of Members 8

Section 7 Board of Directors 87.1 General powers

7.2 Composition of the Board of Directors

7.3 Election of the Board of Directors by the membership7.4 Termination of a director from the Board of Directors

7.5 Hiring of Chief Executive Officer

Section 8 Bylaws 128.1 Amendments

8.2 & 3.3 Bylaw change requirements

Section 9 Public Pronouncements 12

Section 10 Audit & Reporting 12

Section 11 Fiscal Year 13

Section 12 Indemnity of Board Members 13


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Section 13 Dissolution 13

SECTION 1 - GENERAL

1.1 The name of this corporation is Saskatchewan South East Enterprise Region Inc.,

hereinafter referred to as SSEER.

1.2 Definitions

In these and all other bylaws of the corporation, the context otherwise requires orspecifies:

(a) Act means The Non-Profit Corporations Act of Saskatchewan, as amended

from time to time;(b) Corporation, Organization and Region means the Saskatchewan South East

Enterprise Region Inc.;

(c) The Directors, Board and Board of Directors mean the directors of theorganization;

(d) A Director means a member of the Board of Directors

(e) CEO means the Chief Executive Officer for Saskatchewan South EnterpriseRegion;

(f) The region shall mean the area identified as the Saskatchewan South East

Enterprise Region;(g) Imparting he or his as the masculine shall also include feminine gender;

(h) Ex Officio shall mean by virtue of office and does not limit the duties andcapacity of any person who is ex officio, director, member of a committee, or theholder of any other office. It only limits that persons right to vote;

(i) In writing and written include words printed, painted, engraved, lithographed,

photocopied or represented or reproduced by any mode of representing or

reproducing words in visible form;(j) Regulations means the regulations, from time to time, passed by the Lieutenant

Governor in Council pursuant to the Act;

(k) The headings used in the bylaws are inserted for reference only and are not to beconsidered in constructing the terms thereof or to be deemed in any way to

clarify, modify or explain the effect of any such terms;

(l) All terms contained in the bylaws and which are defined in the Act shall have themeanings given to such terms in the Act;

(m) Words importing the masculine gender shall include the feminine, and words

importing the singular shall include the plural and vice versa;

(n) Member means an individual, business, municipality, non-profit organization,community organization, public institution or government related organization

that is a member of Saskatchewan South East Enterprise Region Inc.

(o) Geographic boundaries are the boundaries which encompass SSEER servicearea, including but not limited to the following municipalities, as determined by

the Board of Directors from time to time:


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Cities (2)City of Estevan

City of Weyburn

Rural Municipalities (35)RM of Antler #61RM of Argyle #1

RM of Benson # 35,

RM of Brock # 64,

RM of Brokenshell # 68,

RM of Browning # 34,

RM of Cambria #6,

RM of Coalfields #4,

RM of Cymri #36,

RM of Enniskillen #3,

RM of Estevan #5,

RM of Fillmore #96,RM of Golden West #95,

RM of Griffin #66,

RM of Hazelwood #94,

RM of Kingsley #124

RM of Lake Alma #8,

RM of Laurier #38,

RM of Lomond #37,RM of Maryfield #91,

RM of Moose Creek #33,

RM of Moose Mountain #63,

RM of Mount Pheasant #2,

RM of Norton #69,

RM of Reciprocity #32,

RM of Scott #98,

RM of Souris Valley #7,

RM of Storthoaks #31,

RM of Surprise Valley #9,

RM of Tecumseh #65,RM of Gap #39,

RM of Walpole #92,

RM of Wawken #93,

RM of Wellington #97,

RM of Weyburn #67,

Towns (14)Town of Alameda

Town of Arcola

Town of Bienfait

Town of Carlyle

Town of CarduffTown of Kipling

Town of Lampman

Town of Midale

Town of Oxbow

Town of Radville

Town of Redvers

Town of StoughtonTown of Wawota

Town of Yellow Grass

` Villages (32)Village of Alida

Village of Antler

Village of Carievale

Village of CeylonVillage of Creelman

Village of Fairlight

Village of Fillmore

Village of Forget

Village of Frobisher

Village of Gainsborough

Village of Gladmar

Village of Glen Ewen

Village of Goodwater

Village of HalbriteVillage of Heward

Village of Kinosee Lake

Village of Kennedy

Village of Kisbey

Village of Lake Alma

Village of LangVillage of Macoun

Village of Manor

Village of Maryfield

Village of McTaggart

Village of Minton

Village of Osage

Village of North Portal

Village of Pangman

Village of Roche Percee

Village of StorthoaksVillage of Torquay

Village of Tribute

Also included in the region are:

Ocean Man First Nations

Pheasant Rump First Nations


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White Bear First Nations

SECTION 2 - PURPOSE

Saskatchewan South East Enterprise Region Inc. is charged with the responsibility of providing

economic development services and support to build upon the regions capacity and competitive

advantages.

Core functions and strategic directions shall include but may not be limited to:

Building Regional Economies

Fostering a Culture of Enterprise and Innovation

Building on Competitive Advantages

Engaging Leadership and Effective Governance

SECTION 3 - REGISTERED OFFICE

The corporate records of SSEER shall be kept at the registered office of the organization or at its

solicitors office as the Board of Directors may, from time to time, direct.

The Board of Directors may have other offices at such other place or places, within the SSEER

region as the Board of Directors may from time to time determine.

SECTION 4 - CORPORATE SEAL

The Board of Directors shall adopt a corporate seal for SSEER and provide for its safe custody at

SSEER registered office; the corporate seal shall be used to endorse official documents andagreements on behalf of SSEER.

SECTION 5 - MEMBERSHIP

5.1 There shall be five types of membership in SSEER:

(a) Business Membership shall be open to small business, manufacturers,processors, industrial companies, resource businesses, banks/credit unions,

business co-operatives and agriculture producers operating within the geographic


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boundaries of SSEER who are active in key sectors of the regional economic

development;

(b) Municipal Membership shall be open to all incorporated municipalities

(villages, towns, cities and rural municipalities) located within the geographicboundaries of SSEER;

(c) Community Stakeholder Membership shall be open to local non-profit

organizations and other community/member based organizations with the

capacity to influence and contribute to economic development within the

geographic boundaries of the SSEER region;(e.g. Chambers of Commerce/Boards of Trade, economic developmentorganizations, , etc.)

(d) Regional Stakeholder Membership shall be open to regionally based

organizations with the capacity to influence and contribute to economic

development within the geographic boundaries of SSEER. (e.g. regional

tourism organizations, Community Futures, professional organizations, labour

groups, government agencies, post secondary institutions, schoolboards/districts, health districts, industry associations, etc.)

(e) First Nations/Metis Membership shall be open to First Nations and Metis

associations located within the geographic boundaries of SSEER.

5.2 Rights of Members

The rights of members shall be the same, except as set out in the bylaws and articles ofincorporation governing election and appointment of directors and the composition of the

Board of Directors.

5.3 Membership Fees

(a) Membership fees may be levied at the discretion of the Board of Directors or asdirected by the membership at a meeting of the members;

(b) The Board of Directors shall provide at least three (3) months notice in writing to

members of membership fee levies or of any changes in annual membership fees;

(c) Annual membership fees, if implemented, shall be due April 1 of each year.

Annual payment of membership shall be paid in the month due.

5.4 Withdrawal of Membership


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(a) A member may withdraw from SSEER by giving to the registered office ofSSEER a three (3) month notice in writing stating intention to withdraw

membership;

(b) The Board of Directors, by resolution, may accept any application to withdrawupon shorter notice.

5.5 Transfer of Membership

Membership shall be in the name of the member or member organization and shall not be

transferable from one person or organization to another.

5.6 Termination of Membership

(a) The Board of Directors may by a two-thirds vote at a meeting duly called, order

the retirement of a member from SSEER;

(b) The Chief Executive Officer of SSEER shall, within ten (10) days from the date

on which the order is made, notify the member in writing of the order;

(c) The member may appeal the order at the next meeting of members of SSEER by

giving written notice of his intention to appeal to the secretary/treasurer withinthirty (30) days' from the date he received notice;

(d) Where the member makes an appeal before a meeting of members, a majority

vote of the members present shall be required to rescind the order;

(f) If a membership is terminated under these bylaws, all agreements in place with

the member shall also be terminated;

(g) A member who has failed to pay the required Membership Fee within ninety

(90) days from the date of invoice for membership fee, shall have his name/theorganizations name struck from the membership roster.

5.7 Meetings of the Membership

5.7.1 Location for meetings of members shall be determined by the Board of Directors;

5.7.2 Minutes of all proceedings of any meeting of the membership shall be enteredinto SSEER Minute Book and maintained at the registered office of SSEER.

5.7.3 Annual General Meeting of the Membership


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(a) The annual general meeting of the membership shall be held within one

hundred eighty (180) days after the fiscal year end;

(b) Notice of annual general meeting to members shall be given at least fifteen

(15) days and no more than fifty (50) days prior to the date of the annualmeeting of the membership;

(c) Notice of annual general meeting shall be sent to all members; notice of

annual meeting shall be published in at least one regional newspaper fifteen(15) days prior to such meeting;

(d) Location of the annual general meeting shall be designated by the Board ofDirectors;

(e) An annual general meeting of membership shall be held for the purpose of:

- electing and swearing in a Board of Directors;

- reviewing and approving the year end audited financial statements of

the organization;- receiving the annual report of activities and accomplishments of the

organization;

- appointing an auditor; and- transacting of any other business of interest to the membership.

5.7.4 Special or Other General Meetings of the Membership

(a) Special or other general meetings of the membership may be held, upon

proper notice, at any time or at any place designated by the Board of

Directors within SSEER region and when:- summoned by the Chairman or

- requested in writing by any three (3) members of the Board of

Directors, or- requested in writing by any five (5) members of SSEER;

(b) At least seven (7) days notice shall be given to the membership forspecial or other general meetings.

5.8 Quorum for Meetings of the Membership

The quorum for a general, annual or special meeting of the membership shall be fifteen

(15) members.

5.9 Voting of the Membership

5.9.1 Members shall vote:

(a) by a show of hands; or


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(b) where three (3) members entitled to vote at a meeting so demand, by a

secret ballot;(c) election of directors shall be by secret ballot

5.9.2 There shall be no voting of the membership by mail or proxy.

5.9.3 No member is entitled to more than one vote on any question.

5.9.4 The chairperson of the membership meeting, if a SSEER member, has the right tovote.

5.9.5 Subject to other provisions in the Act and these bylaws, a majority of memberswho are present and cast votes at a meeting shall decide all questions.

5.9.6 Where there is an equality of votes, the motion is to be declared lost (i.e. tie

means the motion is lost).

SECTION 6 - SPECIAL RESOLUTIONS OF MEMBERS

6.1 A special resolution must be passed by two-thirds (2/3s) majority approval of the

members present at a duly constituted meeting.

SECTION 7 - BOARD OF DIRECTORS

7.1 General Powers

7.1.1 Management of the business and affairs of SSEER shall be vested in the

Board of Directors, and the Board shall be competent to exercise all and

any of the authorities, powers and discretion, and do all such acts andthings as SSEER is by law authorized to exercise and do, and may

delegate any of its powers (except such as are herein specifically to be

exercised by the Board of Directors) and may from time to time revokesuch delegation.

7.1.2 The Board of Directors shall, in the exercise of the powers so delegated,conform to any regulations that may from time to time be imposed upon it

by SSEER membership and the provincial government department

responsible for regional economic development and the Act;

7.1.3 The Board shall, without specific delegation, have the authority to:


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(a) Supervise and control the affairs of SSEER;

(b) Perform the duties imposed upon it by the organizations bylaws;

(c) Authorize operating expenditures, disposal of property andremuneration of staff;

(d) Hire or dismiss the chief executive officer and determine terms of

employment thereof.

7.1.4 Unless these bylaws provide otherwise, the Board of Directors shall:

(a) Exercise the powers of the corporation directly or indirectly through

the employees and agents of SSEER, and direct the management of

the business and affairs of SSEER;

(b) Hold regularly scheduled Board of Director meetings at least four (4)

times a year;

(c) Determine signing authority on all accounts, contracts, or documents

that are binding to SSEER;

(d) Approve an annual operating budget and workplan;

(e) Shall ensure that all cheques, drafts, orders for payment of money,

notes, acceptances, bills of exchange, contracts, documents or any

instruments in writing requiring execution by SSEER shall be signed

by such officer or officers or person or persons and in such manneras the Board of Directors may from time to time designate and,

failing such designation, shall be signed by any two (2) of the

directors;

7.1.5 Compensation to Directors

Directors shall not receive compensation for their services but may be

entitled to a travel allowance and out of pocket expenses incurred in thecourse of discharging duties on behalf of the Board of Directors, providing

that such compensation is preauthorized by the Board of Directors;

7.1.6 Meetings of the Board of Directors

i. Board of Directors meetings are called by the Chair;

ii. A quorum for all meetings of the Board of Directors shall require a

majority of Directors on the Board;


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7.1.7 Voting at Board of Directors Meetings

(a) Resolutions, except where otherwise stated in these bylaws, shall

require a simple majority of votes by the Directors on the Board;

(b) Members of the Board of Directors may participate in regular or

special meetings of the Board by conference call or similar

communication equipment.

7.1.8 Minutes of Board of Directors Meetings

(a) Minutes shall be recorded of all meetings of the Board of Directors,

and upon their subsequent approval by the Board as being true and a

complete record of the business transacted, shall be maintained at the

registered office of SSEER;

7.1.9 Notice of Board of Directors Meetings

(a) Notice of Board of Directors meetings shall be provided at least three

(3) business days notice prior to a Board of Directors meeting;

(b) Notice of Board of Directors meetings may be delivered personally,

by mail or other accessible electronic means such as telephone,

facsimile or email. If all members of the Board are present and giveconsent, notice can be waived.

7.2 Composition of the Board of Directors

7.2.1 The Board of Directors shall consist of not less than nine (9) members and

not more than fifteen (15) members, elected by the membership as per theprescribed membership categories;

7.2.2 Officers of the Board of Directors

The Board of Directors shall:

(a) Appoint from among themselves officers of the Board.

7.2.3 Prescribed categories of membership on the Board of Directors are as

follows:Business Membership

Municipal Membership

Community Stakeholder MembershipRegional Stakeholder Membership

First Nations/Metis Membership


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(a) At least one third of the Board members shall be elected from theBusiness Membership category;

(b) The remaining composition of the Board shall be made up ofrepresentation from membership categories, taking into considerationbroad based geographic representation and fair/equitable

representation of other membership categories;

(c) When there is a vacancy on the Board of Directors and there is a

quorum at the next regular Board meeting, the Board may:

(i) fill the vacancy until the next annual meeting of the

members;

(ii) wait until the annual general meeting of members to fill thevacancy;

(ii) or where there is not a quorum at the next regular Boardmeeting after the vacancy has occurred, the remaining

directors may call a general meeting of members for

the purpose of electing a director or directors of fill anyvacancies;

7.3 Election of the Board of Directors by the Membership

7.3.1 The Board of Directors shall create a nominating process for electing

members to the Board of Directors;

7.3.2 At each annual general meeting of the membership or at each meeting

called for the purpose of electing directors, the members shall be advised

of the names and terms of office of each of the current directors;

7.3.3 Directors shall be elected for a two (2) year term, provided that there be

rotation of terms to allow the election of a portion of the directors eachyear;

7.3.4 Members shall not be eligible to serve on the Board of Directors for morethan three (3) consecutive terms;

7.3.5 Any member of the Board of Directors may leave his position by

submitting a letter of resignation to the Chair of the Board.

7.4 Termination of a Director from the Board of Directors


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7.4.1 Directors will cease to be Directors or may be removed from office by the

membership as follows:

(a) A director ceases to hold office if he or his member organization

ceases to be a member of SSEER;

(b) The members of SSEER may, by a Special Resolution, at a general

or special meeting of the membership, remove any director from

office;

(c) Directors may also be removed from office by a majority vote of

theBoard of Directors.

7.5 Board Hiring of A Chief Executive Officer

The Board of Directors shall employ and set the compensation for a chief executive

officer and, and in the absence of a chief executive officer, shall employ any otherperson(s) necessary to carry out the business of SSEER.

SECTION 8 - BYLAWS

8.1 Amendments to SSEER bylaws shall have force and effect at the time that themembers resolve to amend them or at such other time as determined by the

members approving amendments to the bylaws.

8.2 Bylaws may be altered, amended or repealed and new bylaws may be adopted bytwo-thirds (2/3) majority vote of the members present and voting at any duly

called and convened annual general meeting of members or at a special meeting

of members called for the purpose of altering, amending or repealing the bylawsprovided that a copy of the proposed changes or amendments have been sent by

mail or email to each member at least Fifteen (15) days prior to the meeting at

which the vote to amend is taken.

8.3 Amended bylaws or new bylaws, upon approval of such amendments or new

bylaws by the membership, shall be dated as per the date of approval and

endorsed by at least three directors of the organization.

SECTION 9 - PUBLIC PRONOUNCEMENTS


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9.1 No public pronouncement in the name of SSEER may be made unless

authorization has been given by the Board of Directors or by some person towhom the Board of Directors has delegated this authority.

SECTION 10 - AUDIT & FINANCIAL DISCLOSURE

10.1 Once every year the accounts of SSEER shall be examined and the correctness ofthe accounts and balance sheet ascertained by one (1) or more external auditors;

10.2 The members shall appoint an auditor or auditors at the annual general meeting ofthe members;

10.3 The auditors report of SSEER for the past fiscal year shall be presented at the

annual general meeting of the members; the Board of Directors shall evidencemembership approval of the audited financial statements for the organization by

the signature of two or more directors;

10.4 SSEERs year end report, including audited financial statements shall not be

released or circulated to the public until they been approved by the members at

the annual general meeting;

10.5 The auditors financial report shall be kept at the registered office of SSEER;

10.6 SSEER shall submit to the Minister Responsible for Enterprise Saskatchewan and

Corporations Branch of Saskatchewan Ministry of Justice an Annual Report ofthe organizations business for the preceding fiscal year, including auditedfinancial statements.

SECTION 11 - FISCAL YEAR

11.1 The fiscal year of SSEER shall commence on the first day of April in each yearand end on the last day of March of each year.

SECTION 12 - INDEMNITY OF BOARD MEMBERS

12.1 SSEER shall indemnify all Directors and Officers of SSEER and any otherperson, their heirs, executors and administrators from and against all costs,

charges, expenses and damages sustained as a result of an undertaking authorized

by SSEER;

12.2 SSEER shall indemnify every Director or Officer of SSEER from all costs,


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charges, expenses and damages to which the Director or Officer of SSEER may

be put as a result of a bona fide execution of the duties of his office or position.

SECTION 13 - DISSOLUTION

13.1 A resolution to dissolve must be presented and adopted by the membership at ageneral or special meeting of members;

13.2 Upon the dissolution of SSEER, any surplus remaining after all creditors have

been paid shall be donated as per resolution of the Board of Directors to one ormore non-profit corporations, societies, organizations, associations or co-

operatives, pending approval by the Government of Saskatchewan or any other

provincial government department providing funding to SSEER.

THESE BYLAWS ADOPTED BY the members of Saskatchewan South East Enterprise

Region Inc. at the Annual General Meeting on the 15th day of June, 2010.

__________________________________ _______________________________Director Signature PRINT NAME

__________________________________ _______________________________Director Signature PRINT NAME

_______________________________ _______________________________WITNESS SIGNATURE PRINT NAME OF WITNESS

Documents

Sseer Bylaws (Adopted June 15, 2010)