[North East SPCA Bylaws]
Table of Contents
I. The North East SPCA Mandate Page
5
A. Name and Territory
B. Mission Statement
C. Aims and Objectives
II. The Board of Directors Page
6
Statement I
Statement II
Statement III
A. Roles of the Board and its Officers
1. The Board Chairperson
2. The Board Vice-Chairperson
3. The Board of Directors
a)
Responsibilities
b)
Attendance
4. Executive Committee
a)
Purpose
b)
Composition
c)
Duties
5. Finance Committee
a)
Purpose
b)
Composition
c)
Duties
B. Elections, Appointments and Terms of Office
1. Board Directors
a)
Eligibility
b)
Non-eligibility
c)
Terms of Office
2. Board Officers
3. Auditors
C. Powers of the Board
1. The power to appoint...
2. The power to engage legal counsel
3. Making, amending or repealing bylaws
4. Money Issues
D. Code of Conduct & Duties
1. The Duty of Care
a)
Skill and competence
b)
Diligence
c)
Respect
2. The Duty of Loyalty
a)
Honesty and good faith
b)
Conflicts of interests
c)
Not profit
3. Duties regarding the Shelter
a)
Shelter Management
b)
Bookkeeping and Accounting
c)
Policies and Procedures
d)
Funding
e)
Fund raising
4. Duties to the membership
E. Board of director Changes
1. Retiring from the Board
2. Changing the appointed positions
3. Officer Vacancies
4. Board Vacancies
a)
Before or after Annual General Meeting
b)
When a Special Meeting is required
c)
At the Special General Meeting
5. Disqualification of a member of the Board of
Directors
III. Meeting Procedures Page
12
A. Meeting Types
A-1
Annual General Meetings
A-2
Board of Directors Meetings
A-3 Special Meetings of Members of
the Society
A-4
Executive Committee Meetings
B. Rules of Order
C. Voting Procedures for all meetings of the
Society
1)
Show of hands
2)
Demanding a poll
3)
Ballot request
4)
Annual General Meeting - elections to Board
5)
Annual General Meeting - other
6)
Entitles number of votes
7)
Voting Eligibility
8) Proxy
IV Memberships Page
16
A. Types of Memberships and their Rights and
Privileges
1)
Regular Member
2)
Honorary Life Member
3)
Associate Member
4)
Life Member
5)
Junior Member
6)
Senior Member
7)
Family Membership
8)
Corporate Member
9)
Staff Member
B. Setting the fees
C. New membership applications
D. Renewing of memberships
E. Termination of Memberships
1. Events that lead to termination
a)
Written request by the member
b)
Non-payment of membership fees
c)
Death
d)
Conduct unbecoming
2. Procedure for improper conduct or conduct
unbecoming
3. Appeal procedure
V Corporate
Records and Financial Affairs Page
19
A. Corporate Records
B.
Financial Affairs
1. The fiscal year of the Society
2. Notification of the audited financial
statements
VI Winding Up
(Dissolution) Page
19
I. North East SPCA Mandate
To
be effective in their role, directors and prospective directors must know and
understand why the organization exists and whom it serves.
Name
and Territory
1.
The name of the Corporation shall be the North East Society for the Prevention
of Cruelty to Animals Incorporated.
2.
The Society shall carry on its work within the City of Melfort, Town of
Nipawin, Town of Tisdale and where contracted within
surrounding areas.
3.
The Head office shall be: at 1202 1st Street East, Nipawin, SK (Lot 22,
Block19, Plan 6PA03581).
North
East SPCA Mission Statement
Promote
quality of life for companion animals through responsible stewardship,
successful adoptions, education and enforcement of the Animal Protection Act.
North
East SPCA Aims and Objectives
1.
To provide shelter facilities and amenities for the humane treatment of
animals.
2.
To promote the enactment of laws for the prevention of cruelty to animals.
3.
To encourage the sterilization of cats and dogs.
4.
To develop in the general public a humane attitude toward all animal life
through education.
5. To work for the protection of all animals.
6. To do any and all things which are not
contrary to the law, to carry on the purpose of the society.
II The Board of
Directors
Statement
I
The Board of Directors is responsible for
the effective management of the affairs of the North East SPCA by:
a)
Ensuring that the Mission of the corporation is properly carried out;
b)
Setting long-range aims and objectives;
c)
Being responsible for all aspects of the corporation's operations;
d)
Supervising management and staff
Statement
II
The Board of Directors consists of a
minimum of seven (7) and a maximum of fifteen (15) members including the
officers of the board.
Statement
III
Members of the Board of Directors shall
receive no remuneration for their services unless such services are contracted
in a professional capacity with prior approval of the Board. Board members may,
however, be reimbursed for expenses, such as non-local travel, incurred on
behalf of the Corporation upon proof of expenses and the approval of the Board
of Directors.
A. Roles of the Board and its Officers
1.
The Board Chairperson
a)
Shall preside at all Board of Directors meetings and, unless otherwise approved by the Board,
at all general meetings of the Society.
2. The Board Vice-Chairperson
a)
Shall temporarily assume the duties and responsibilities of the Board Chairperson
when that person is incapacitated or absent.
3.
The Board of Directors
a)
Responsibilities: Directors shall be responsible for the
development and/or maintenance of Policies and Procedures, which define the
duties of Board officers and members by attending and actively participating at
Board Meetings.
b) Attendance: In the event a Director is absent for two
meetings of the board in any twelve (12) month period (May to April) without
explanation acceptable to the Board, the Board shall review the directors
absence and may by resolution request such directors resignation. In the event
a resignation is not received in thirty (30) days; the director's position
shall be considered vacant.
4. Executive Committee
a) Purpose:
To provide response and direction, between regular meetings, to Board-related
issues brought forward by shelter management, board members, Society members,
and the general public; and to provide guidance and leadership in establishing
direction for and making recommendations to the Board of Directors.
All major decisions of the Executive
Committee shall be subject to Board approval.
b) Composition:
The Executive Committee shall consist of the Shelter Director (non-voting) and
the following four Board members:
I) President
ii) Vice-President
iii)
Treasurer
iv) Secretary
c) Duties:
As determined by Board-approved Organizational Policies and Procedures.
5. Finance Committee:
a)
Purpose: To ensure the fiscal responsibility of the Society.
b) Composition: The Finance Committee
shall consist of:
i) Board Chairperson or his/her designate
ii) The Accounting person or representative from
the accounting company(non-voting)
iii)
The Treasurer
iv) Shelter Director (non-voting)
v) At least two other Board members as appointed
by the Board of
Directors.
c) Duties:
i) Review budgets initially prepared by the
staff.
ii) Recommend financial
guidelines to the Board (such as to establish a reserve fund, or to obtain a line
of credit for a certain amount).
iii) Work with the staff to prepare financial reports and ensure
that reports are timely.
iv) Oversee short and long-term investments.
v) Recommend the selection of auditor and work
with the auditors to
prepare presentation for the Annual General Meeting or Special
Meeting.
B. Elections, Terms of Office and Appointments
1. Board Directors: The Directors of the board shall be
elected by the membership at the Annual General Meeting each year.
a) Eligibility for Election to the Board of
Directors
i) The person shall have been a member of the
society for at least sixty (60) days.
ii)
The person must be an adult over the age of eighteen (18) years.
b) Non - Eligible members for the Board of
Directors
i) The person shall not be an associate, junior
or corporate member
ii)
The person shall not be a paid employee, employed by the society within the last twelve months or
a co-habitator with a paid employee.
c) Terms of Office: The term of office for a Board Member shall be
for two (2) years, subject to the following:
i) A Board Member may be
re-elected for two (2) consecutive terms of two (2) years each.
ii)
The terms of the Board members may be staggered so that one-half are elected
in even-numbered years and the remaining half in odd-numbered years. To effect this staggering of
terms, the membership may, by resolution, vary the term of any
particular Board Member to less or more than
two (2) years.
iii) Following the
completion of a maximum six (6) year term, a Board member
shall be required to observe a mandatory one-year term of non- membership on the Board
of Directors but shall retain all other
rights and privileges of Society membership.
2.
Board Officers
a) At its first meeting after the Annual General
Meeting, the Board shall select from its composition
persons to assume the Board-Officer roles of Chairperson, Vice-Chairperson, and Secretary for
one-year terms.
b) Appointments to the Executive and Finance
Committees
shall
occur at the first meeting after the Annual General Meeting.
3. Auditors
Appointment
of Auditors shall occur at the Annual General Meeting.
C. Powers of the Board
Note: While the board, as a whole, has great
authority and power, the individual director, when acting alone, has little
power.
1. The power to appoint: The
Board of Directors shall have the power to appoint any committee, officer, or
agent as may be deemed necessary for the good of the Society.
A vacancy in the office of auditor, following
appointment at the Annual General Meeting, may be filled by the Board
of Directors until the next Annual General Meeting.
2.
The power to engage legal counsel
The
Board of Directors has the power to engage legal counsel, as it deems
necessary.
3. Making, amending or repealing bylaws: The Board of Directors may, by special
resolution, make, amend or repeal any bylaws that regulate the affairs and
activities of the Corporation. These bylaws, amendments or repeals are
effective from the date of the resolution of the Board. The Board must submit
these to the next general or special meeting of members, who may by ordinary resolution, reject or amend the
bylaws, amendments or repeals. If not submitted to the membership or if
submitted and rejected by the membership, these cease to be effective and any
subsequent Board resolution having substantially the same purpose will not
become effective until confirmed by the membership.
4. Money Issues: In
accordance with the Non-Profit Corporations Act, the Board of Directors may,
without authorization of the members:
a)
Borrow money upon the credit of the Corporation:
b)
Issue, re-issue, sell or pledge debt obligation of the Corporation;
c)
Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person;
d)
Mortgage, hypothecate, pledge or otherwise create a security interest in all or
any property of the Corporation, owned or subsequently
acquired, to secure an obligation of the Corporation.
D. Code of Conduct/Duties/Responsibilities:
"With
Great Power There Must Also Come - - Great Responsibility."
1)
The Duty of Care
"Standard
of Care"
a) Skill and
competence: The duty of skill and
competence requires that directors exercise such degree of skill and diligence,
as would amount to, the reasonable care that an ordinary person might be
expected to take in the circumstance on his or her own behalf, but he or she
need not exhibit in the performance of his or her duties a greater degree of
skill than may be expected from a person of his or her knowledge and
experience.
b)
Diligence: The duty of diligence
requires a director to:
i) Attend meetings
ii) To become as fully informed as possible
regarding all aspects of the corporation, including any issues that affect the
corporation, including any issues that affect the corporation.
iii) To
participate actively in the work of the board via committee assignment(s) or
special activities as required.
c)
Respect: It is the Directors duty to
treat Board members, staff members, volunteers and members with respect and
dignity.
2)
The Duty of Loyalty
a) Directors
must act with honesty and in good faith in what they reasonably believe to be
the best interests of the Society.
b) Directors
must stringently avoid conflicts of interests and must disclose any conflict of
interest to the Board of Directors and follow its instructions as to such
conflict of interest, in accordance with the provisions of the Non - Profit
Corporations
Act 1995.
c)
Directors may not profit in any way from their relationship with the Society.
3) Duties regarding the Shelter
a) To appoint
or employ a Shelter Director who shall be responsible for the operations and
good management of the Shelter facility in addition to other duties and
responsibilities as may be deemed necessary by the Board.
In the event of
a vacancy in this position, the Board of Directors shall be responsible for arranging
interim management of Shelter operations until such time as they are able to
fill that position.
b) To appoint
or employ a person or company who shall be responsible for bookkeeping and
accounting duties deemed necessary by the Board. This position will work
closely with Shelter management but will be hired by, and report directly to,
the Board of Directors. The Finance Committee will supervise the Accountant's
work.
c)
To ensure the establishment of Shelter policies and procedures with a view to providing
necessary and safe animal care and services.
d) To make
available sufficient funds, to maintain adequate control of expenditures, and
to review and monitor the administration of funds in order to ensure the
provision of adequate equipment, facilities and staff.
e)
To play an active role in fund raising revenue generation and membership recruitment.
4) Duties to
the membership: To carry out duties
as required by legislation or as directed by the membership as a whole.
E. Board of Director Changes
1. Retiring from the Board: Individuals retiring from the Board of
Directors shall be deemed to hold membership on the Board until the conclusion
of the Annual General Meeting at which time they retire and newly elected Board
members take office.
2. Changing the appointed
positions: The Board of Directors
shall have the power to change these positions should circumstances warrant.
3. Officer
Vacancies: Should there become a
permanent vacancy of any of these Board-Officer positions, the remaining Board
members shall, from its current composition, elect new incumbents to serve
until the next Annual General Meeting.
4. Board Vacancies:
a)
Before or after Annual General Meeting
The
Executive Committee shall have the power to appoint members to the Board should there be any vacancies following the Annual
General Meeting or if vacancies
occur between Annual General Meetings. Such appointments shall be to
a maximum of three (3) and shall be effective only until the next Annual General
Meeting when the appointee has the option of running for election to the Board of
Directors.
b)
When a Special Meeting is Required
If
three (3) or more members of the Board of Directors resign because of a controversy within the board, a Special
General Meeting of the membership shall be
held within twenty-one (21) days of the resignations* effective date(s) for the
purposes
of addressing the controversy and if necessary, to elect new Board members.
Notice of the Special Meeting shall be sent no less than fifteen (15) days
before the day of the meeting.
c)
At the Special General Meeting
Any
or all positions on the Board may be declared vacant by the members at a Special General Meeting as provided for per
Bylaw V-C. Vacancies shall then be filled via elections at the
same meeting.
5. Disqualification of a member of the Board
of Directors: A member of the Board
of Directors is disqualified:
a.
If he/she does not have a currently valid membership in the Society;
b.
If he/she is not a resident of Saskatchewan;
c.
If he/she has the status of bankrupt;
d.
If he/she is a person of unsound mind and has been so found by a medical officer or court
of law or has a criminal record and has been so found by a Court of Law: or
e. If he/she is less than
eighteen (18) years of age.
III. Meeting Procedures
A.
Meeting Types:
A-1) Annual General Meetings .... page 13
A-2) Board of Directors Meetings.... page 14
A-3) Special Meeting of the Society.... page 15
A-4) Executive Committee meetings .... page 15
B. Rules of Order: Accepted rules of parliamentary
procedures per Roberts Rules of Order shall govern proceedings of all Society
Board and Membership meetings where there is no policy or procedure to specify
otherwise.
C. Voting Procedures for all meetings of the
Society
1. At all meetings of the Society, voting shall
be by a show of hands.
2. A member may demand a poll (exact count) either
before or after any vote.
3. At meetings of the Board of Directors a
ballot may be requested by at least three (3) members present.
4. At the Annual General Meeting, except where
positions are filled by acclamation, the election of the
Board of Directors shall be by secret ballot.
5. All other business at an Annual General
Meeting may be voted on as at all meetings of the society.
6. Each Member of the corporation is entitled
to one (1) vote at a meeting of the members, subject to the Membership
Bylaw #1 a) through 1 g).
7. Voting Eligibility
In order to be eligible
to vote at the Annual General Meeting or any other meeting,
a person must hold a current membership and have been a member of the
Society for at least fifty (50) days prior to the meeting and cannot be less than 18
yrs of age.
8. Proxy: There shall be no proxy voting at any
meeting of the Society's members or Board of Directors.
A-1) Annual
General Meetings
1. When:
a) The Annual General Meeting
shall be held in June of each year.
b) The Board of Directors shall establish the
time, date, and location of the Annual General Meeting.
2. Notification:
a)
Notice of an Annual General Meeting including date, time and place, Shall be sent
not less than fifteen (15) days, or more
than fifty (50) days before the meeting.
b)
Such notice may be by publication, e-mail or by mail and shall be sent to each society
members entitled to vote at a meeting, to each Board member, and to the Auditor of the Corporation.
c) Notice by
publication shall be given at least once in each of the three (3) consecutive
weeks preceding the meeting in a newspaper or newspapers circulated in the
municipalities in which the majority of the corporation members reside; OR not
more than fifty (50) nor less than fifteen (15) days before the meeting at least once in a
publication of the Corporation that is sent to all its members.
3. Notice of Changes:
Notice
of any changes, additions or deletions from the Bylaws of the North East Society
for the Prevention of Cruelty to Animals must be provided to the membership no less than fifteen (15)
calendar days prior to the Annual General Meeting (AGM).
4. Who Chairs:
The
Annual General Meeting shall be chaired by the Chairperson of the Board unless unable to attend then an alternate
(usually the Vice-Chair) will preside or as appointed by the board from the
Board of Directors.
5. The Business that must be transacted at the
Annual General Meeting includes:
a)
The submission of financial statements and the auditor's report,
b)
The election of Board members,
c)
The appointment of the Auditors,
d)
The introduction for approval by the membership of new honorary members, if
any,
e)
Introduction and voting on proposed amendments to the bylaws, if any.
f)
Special concerns or presentations from the membership must be submitted to the Board of Directors at least three (3)
weeks in advance of the Annual General Meeting. These special concerns or
presentations will be placed on the agenda if they
are within the mandate of the North East SPCA.
g)
Other business to be discussed at the Annual General Meeting shall be added/specified on the Agenda at the
commencement of the meeting.
6. Quorum for an Annual General Meeting:
Ten
(10) members shall constitute a quorum at any Annual General Meeting.
A-2. Board of
Directors Meeting
1. When
a)
The Board of Directors shall meet at least once per month.
b) The monthly
meeting may be waived a maximum of three (3) times per calendar year if agreed
to by a simple majority of the Board.
2. The Business that must be transacted at The
Board of Directors Meeting:
The
Board of Directors shall meet for the dispatch of business and shall regulate
their meetings, as they deem suitable.
3. Notification:
a)
The Board may meet on a pre-appointed date without additional notice.
b) A
reasonable effort must be made to ensure that each Board member shall receive
at least five (5) days notice of any Board Meeting.
c) The notice
period for a specific unscheduled Board Meeting may be waived if agreed to by a simple majority of the Board (phone
or email acceptable).
d) If a
resolution of the Board is required quickly, the Chair must call a meeting as
soon as possible, and the Chair or their designate must make a reasonable
effort to inform all Board members of the meeting 24 hours in advance. Quorum
must be attained at this meeting for decisions to be made.
e) Notification
shall be by mail, electronic mail or telephone and shall state the time and
location of the meeting.
4. Who Can Call for a Meeting:
a)
Board meetings may be called by the Board Chairperson alone,
b) But must be
called by the Board Chairperson upon receipt of a written request for such a
meeting signed by at least three (3) Board members. This written request must
state the business to be dealt with. An email from each Board member will be
considered a written request.
5. Quorum for a Board of Directors Meeting:
A
majority of the total number of Board members shall constitute a quorum for all
Board meetings. Such a quorum may exercise all powers of the
Board.
A-3 Special
Meeting of Members of the Society
1. When can a Special General Meeting of the
Society be called
The
Board of Directors may call a Special General Meeting of members at any time
2. How can a Special General Meeting of the
Society be called
a)
The Board must call such a meeting on the written request of at least 5% of the
members entitled to vote as per Membership Bylaw 1.
b) A Special
Meeting may also be called by the members if the Board of Directors fails to
call the meeting within twenty-one (21) days after receiving the request.
3. A request for a Special General Meeting must
indicate:
a)
The purpose or objects for which the meeting is being called.
b)
The date, time, and location of the meeting.
4. Who presides
A
Special General Meeting shall be presided over by a Chairperson appointed by
the membership present at such meeting
prior to the discussion of any business.
5. What is Quorum at a Special General Meeting
Ten
(10) members shall constitute a quorum at any Special Meeting of the Society
A-4
Executive Committee meetings
Shall
be held in between Board of director meetings at least once a month.
(see
Executive Committee Purpose)
IV Memberships
Types
of Memberships and their Rights and Privileges
A. Types of Memberships
The Society
shall consist of Regular, Honorary, Associate, Life, Junior, Senior, Family, Corporate, and Donor Members. Those
who are in sympathy with and supportive of the Aims and
Objectives of the Society and who are willing to uphold
our humane principles qualify for membership application.
1. Regular Member
a) Any person
between the ages of 18 and 64 who has successfully applied for membership and paid the prescribed annual
membership fee.
b) Rights and
Privileges of the Regular Member: A Regular Member shall have attendance,
discussion, and voting privileges at all member meetings and may be elected to
the Board of Directors.
2. Honorary Life Member
a) Any person
who is nominated by the Board of Directors and whose nomination is approved at
a general or annual membership meeting
b. Rights and Privileges of the Honorary Life
Member: Honorary Life Members shall be
entitled to the same rights and privileges as a Regular Member without having
to pay the prescribed annual fee.
3. Associate Member
a)
Any non-resident of Saskatchewan who has paid the prescribed annual membership fee.
b) Rights and
Privileges of the Associate Member:
Associate Members shall be entitled to the same rights and privileges as
a Regular Member but may not be elected to the Board of Directors.
4. Life Member
a) Any person
who has successfully applied for membership and paid the prescribed life
membership fee.
b) Rights and
Privileges of the Life Member: Life
Members shall be entitled to the same rights and privileges as Regular Members.
5. Junior Member
a)
Any person under the age of 18 who has successfully applied for membership and
paid the prescribed annual membership fee.
b) Rights and
Privileges of the Junior Member: Junior Members shall be entitled to have
attendance and discussion but no voting privilege at member meetings and may
not be elected to the Board of Directors.
6. Senior Member
a) Any person
65 years or older who has successfully applied for membership and paid the
prescribed annual membership fee.
b) Rights and
Privileges of the Senior Member: Senior
Members shall be entitled to the same rights and privileges as a Regular
Member.
7. Family Membership
a) Two
persons over the age of 18 residing at the same address that have successfully applied for membership
and paid the prescribed annual fee shall be considered a family.
b) Rights and
Privileges of the Family Membership
Family
Memberships shall be entitled to the same rights and privileges of a Regular Member except a Family Membership
receives the privilege of two votes.
8. Corporate Member
a) Includes
sole proprietorship, partnerships, and incorporated businesses operating in the
Province of Saskatchewan who have successfully applied for membership and paid
the prescribed annual membership fee.
b)
Rights and Privileges of the Corporate Member
Corporate
Members shall have attendance and discussion rights but are limited to one vote and are not eligible for election
to the Board of Directors at the Annual General Meeting.
9. Staff Member
a) Any employee
of the North East SPCA or representative of the employees of the North East
SPCA who has paid the prescribed annual membership fee.
b) Rights and
Privileges of the Staff Member: shall be
entitled to have attendance and discussion, but have no voting privileges at
the Annual General Meeting, and may not be elected to the Board of Directors.
B. Setting the fees:
The Board shall set
membership fees for the various categories of memberships.
C. New membership applications:
New memberships shall come active upon receipt of the properly
completed application form and prescribed fee.
D. Renewing of memberships
Memberships
must be renewed by completion of appropriate application form, and remittance of prescribed fees before the expiry of
current membership. Memberships not renewed
before expiry will be considered to have been voluntarily cancelled and as such
these members shall no
longer be entitled to any rights and privilege of Society membership.
E. Termination of Memberships
1. Events that lead to termination: Member's membership in the Society shall,
unless otherwise expressly stated herein, immediately terminate without any
further notice or action by the Society upon the occurrence of one or more of
the following events:
a)
Written request by the member
(withdrawal from the society)
The Board receives written notice from such Member
stating that such Member wishes to terminate or
otherwise withdraw his membership in the Society. Any member may withdraw from the
Society at any time by written notice to the
Society office. Upon withdrawal, the member shall not be entitled to a refund
of any portion of the fees already paid.
b) Non-payment of membership fees
Such Member fails to pay the applicable
membership fees for any calendar year by the date designated
by the Board pursuant to Bylaw III (3).
c)
Death
d)
Conduct unbecoming
The Executive
Committee, upon review of the conduct of the Member, decides in its sole discretion to expel
such Member on the basis: That the
Member has conducted him or herself in any improper or unbecoming manner which is
likely to endanger the interests or reputation of the Society or has wilfully
breached the society’s bylaws, mandate, aims or objectives, or mission.
2. Procedure for improper conduct or conduct
unbecoming
The
decision of the Executive committee shall not be effective unless and until
written notice with explanation of such
decision has been forwarded by registered mail to such Member
at the address shown in the Society's register of Members. The decision of the above
vote shall be subject to the appeal procedure as described in Bylaw IV(2).
3. Appeal procedure
Any
Member who is expelled from the Society pursuant to Bylaw III(4)a hereof shall
be entitled
to an impartial hearing of such expulsion in accordance with the following procedure:
a)
Within 30 days of the Member's actual or deemed receipt of the written notice of
expulsion as provided for herein, the Member shall forward to the Board a notice of the Member's intention to
appeal such expulsion. The notice to appeal must be completed on the Society’s
Appeal Membership Application form and indicate the reason(s) why their
membership should be reinstated or why the decision to terminate was not
warranted. The failure by the Member to satisfy any of these provisions
shall result in the loss of the Member's right to appeal the
decision of expulsion.
b)
A committee consisting of three individuals shall hear the Members appeal.
The
three members of the committee shall consist of one (1) Director appointed by
the Board of Directors (excluding any Director who sat on the committee described in By-law III(4)a), one
(1) Director appointed by the Member who sought the hearing, and one (1)
member appointed by the Saskatchewan Society for the Prevention of
Cruelty to Animals. The appeal shall be held within
30 days of the Board's receipt of such Member's notice to appeal.
c)
The hearing shall provide an opportunity for the Member to state their case for reinstatement with a maximum hearing
period of thirty (30) minutes.
d)
The appeal committee shall provide a written communication to the member within fourteen (14) days of the hearing
date. The written communication shall provide the reason(s) for the
decision.
e) Any decision of such committee of
the Board shall be final and binding and a Member shall have no
further right of appeal.
Any member who is expelled from the Society pursuant to Bylaws
III(4)a and
III(4)b shall be entitled to apply to the Board of Directors for
membership after three years and every subsequent two
years.
V Corporate
Records and Financial Affairs
A. Corporate Records
As a non-profit, charitable
corporation, the North East SPCA shall prepare and maintain the following records, which
shall be kept at the Shelter facility, the registered office of the Corporation:
1. Articles and bylaws and any amendments to
them;
2. Minutes of meetings and members’ resolution,
as well as those arising from
meetings
of directors or committees;
3. Copies of all Notices of Directors and
changes on the Board of Directors;
4. A register of all securities issued by the
Corporation;
5. A register of members, their addresses, and
the date on which they became or ceased to be members; and,
6. Adequate accounting records.
b. Financial Affairs
1. The fiscal year of the Society shall end on
the 31st of December of each year.
2. Notification of the audited financial
statements to be sent with Notification of the Annual General Meeting.
Per
the Non-Profit Corporations Act 1995, a notice stating that the audited
financial statements are available at the
North East SPCA Shelter facility (the registered office of the Corporation) and
are subject to examination during normal Shelter business hours.
The
notification shall be sent to members along with notification of the Annual
General Meeting.
Notice
shall also be given that the audited financial statements and if applicable,
revised bylaws,
will be available at the Annual General Meeting.
VI * Winding Up (Dissolution)
On
dissolution of the Corporation, its property and assets shall be
first applied against expenses of disposition,
secondly against any debts outstanding,
thirdly in accordance with Section 199(2) of the Non-Profit Corporations
Act and any remaining property and assets shall
be disposed of in such manner as may be decided by the voting Members of the Society present at the
meeting of the dissolution.
__________________________ _________________________
Board Chairperson Executive Director
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