Bylaws « Saskatchewan Geological Society

BYLAWS OF THE SASKATCHEWAN GEOLOGICAL SOCIETY
Approved by the membership at the Annual General Meeting held on February 1, 2014,
with amendments approved by the membership at the AGM held on February 7, 2015.

TABLE OF CONTENTS

Section	Page
1. Statement of Purpose	1
2. Interpretation	1
3. Membership	2
4. Dues	3
5. Suspension	3
6. Meetings	3
7. Email and/or Mail Ballot	4
8. Annual Elections	4
9. Officers	5
10. Duties of Officers	6
11. Committees	7
12. Monies	8
13. Rules of Order	8
14. Arbitration	8
15. Order of Business	8
16. Resolutions	9
17. Amendments	9
18. Corporate Seal	9
19. Signature and Certification of Documents	9
20. Auditor	10
21. Repeal of Previous Bylaws	10

1. STATEMENT OF PURPOSE

The purpose of the Saskatchewan Geological Society is to promote the study and practice of the earth sciences and to foster a spirit of scientific research among its Members.

2. INTERPRETATION

In these Bylaws:

(a) "the Act" means Saskatchewan Corporation Act";

(b) when any provision of the Act is referred to, the reference is to that provision as modified by any statute for the time being in force; and

3. MEMBERSHIP

A. The qualifications of an applicant for Active Membership shall be:

(a) that the applicant shall be a graduate of a recognized university or college holding a degree in earth sciences,

(b) that the application for Membership be properly completed, sponsored by an Active Member in good standing, and accepted by the Executive Committee, and

(c) provided further that in the case of an applicant for Active Membership who does not meet the above requirements but whose standing in the profession is well recognized, he or she shall be admitted to Active Membership when the application is accepted by the Executive Committee.

B. The qualifications of an applicant for Associate Membership shall be:

(a) that the applicant shall be a graduate of a recognized university or college holding a degree not related to earth sciences, but has a practicing interest in earth sciences,

(b) that the application for Membership be properly completed, sponsored by an Active Member in good standing, and accepted by the Executive Committee, and

(c) provided further that in the case of an applicant for Associate Membership who does not meet the requirements stated above, but whose practicing interest is in earth sciences, he or she shall be admitted to Associate Membership when the application is accepted by the Executive Committee.

C. One-year Honorary Memberships may be conferred by the Executive Committee from time to time upon persons who have contributed distinguished services to the Society, and an Honorary Member shall become an Active Member upon payment of the appropriate dues at the expiry of the Honorary Membership.

D. The qualifications of an applicant for Student Membership shall be:

(a) that the applicant shall be studying earth sciences in a recognized university or college, and

(b) that the application for Membership be properly completed, sponsored by an Active Member in good standing, and accepted by the Executive Committee.

E. Lifetime Emeritus Memberships

(a) may be conferred by the Executive Committee from time to time upon past or present Active Members who have pursued a full career in the earth sciences, and who have contributed distinguished services to the Society, and

(b) Emeritus Members shall be entitled to all of the rights and privileges of Active Membership.

F. Corporate Membership

(a) a corporation primarily engaged in exploration for hydrocarbons or other minerals and/or engaged in the supply of materials or services to persons or corporations so engaged in exploration shall be eligible for Corporate Membership,

(b) a Corporate Member shall be permitted to designate one person to represent it, and that person shall have all of the rights and privileges of an Associate Member, and

(c) an application for Corporate Membership shall be properly completed, sponsored by an Active Member in good standing, and accepted by the Executive Committee.

G. The qualifications of an applicant for Amateur Membership shall be:

(a) an individual who does not meet the qualification requirements of an Active or Associate Member but has an interest in the earth sciences, and

(b) that their application for Membership be properly completed, sponsored by an Active Member in good standing, and accepted by the Executive Committee.

H. Benefits of the Memberships

(a) Active and Emeritus Members may take part in all activities of the Society, vote and hold office, and

(b) Associate, Student, Honorary, Amateur, and Corporate Members may take part in all activities of the Society, but they shall not vote nor hold any office, unless approved to do so by the Executive Committee.

4. DUES

A. Dues shall:

(a) be payable by March 31^st of each year,

(b) be such amount as may be set from time to time by the Executive Committee, subject to the approval of the majority of Members present at any meeting provided a quorum is present, and

(c) not exceed Fifty Dollars ($50.00) per year for Active, Associate, and Amateur Members, Twenty-Five Dollars ($25.00) per year for Student Members, and Two Hundred and Fifty Dollars ($250.00) per year for Corporate Members.

B. Emeritus and Honorary Members shall not be required to pay dues.

C. Special fees may be assessed against the Membership by the Executive Committee with respect to special activities and special purposes undertaken by or for the benefit of such Members, and such fees shall be payable forthwith upon assessment.

5. SUSPENSION

Members of the Society in arrears for dues for more than three (3) months shall not be considered in good standing, shall not be entitled to vote nor hold office, and shall be stricken from the membership list.

6. MEETINGS

A. The Society shall attempt to meet at least once per month from September to May.

B. Special Meetings may be called by the President and shall be called by him or her on written application of any Five Active Members in good standing or by the Executive Committee.

C. At least five (5) days prior written notice shall be given to each Member of any Regular, Special or Annual General Meeting.

D. At all meetings every question shall be determined by a majority of votes of the Active and Emeritus Members present in person unless otherwise specifically provided by the Act or by these Bylaws. In the event of a tied vote, the Chairman of the meeting shall have the casting vote. Each Active or Emeritus Member present at the meeting shall exercise one vote.

E. Twelve (12) Active and Emeritus Members present in person shall constitute a quorum.

F. The Annual General Meeting shall be held in each calendar year, in January if possible. Officers for the forthcoming year shall be announced at the Meeting, outgoing Officers will make reports to the Membership and such other business as may properly come before the Meeting shall be transacted.

G. A member may appoint as his proxy any other member to vote at any general meeting.

7. EMAIL and/or MAIL BALLOT

The Executive Committee may, in lieu of a vote upon any matter (except the amendment or repeal of the Letters Patent or Bylaws) at a meeting of the Society, cause a vote to be taken by email and/or mail at such times and upon such matters as the Executive Committee may decide and the result of such vote shall have the same effect as if taken at a duly constituted meeting of the Society.

8. ANNUAL ELECTIONS

A. Seven persons shall be elected as President, Vice-President, Secretary, Treasurer, Business Manager, Program Chairperson, and Assistant Program Chairperson each year.

B. The President shall be the Returning Officer for the Annual Elections. In the event of a tied vote, the Returning Officer shall have the casting vote.

C. The Executive Committee shall act as a Nominating Committee and shall pass on the eligibility of all candidates.

D. The Nominating Committee shall issue a call for nominations for Officers for the forthcoming year not less than eight (8) weeks prior to the Annual General Meeting.

E. Nominations must be received by the Nominating Committee not less than five (5) weeks prior to the Annual General Meeting.

F. The Nominating Committee shall ensure that a complete slate of candidates is nominated; if, at the close of nominations, there is no candidate for one or more offices, the Nominating Committee shall nominate an eligible candidate for each office for which no candidate has been nominated.

G. No nomination shall be valid unless the nominee expressly communicates to the Nominating Committee their consent and willingness to carry out the duties of the office for which he or she has been nominated.

H. Officers of the Society shall be elected by a secret ballot listing the name and potential offices of each nominee. The ballot shall be emailed and/or mailed to all Active and Emeritus Members not less than four (4) weeks prior to the Annual General Meeting.

I. In the event that there is only one (1) nominee for each office, ballots shall not be emailed and/or mailed and all nominees shall be declared elected by acclamation at the Annual General Meeting.

J. All ballots must be received by the Returning Officer not less than twenty-four (24) hours prior to the commencement of the Annual General Meeting in order to be considered valid.

K. Officers shall assume their offices at the Annual General Meeting.

9. OFFICERS

A. The Officers of the Society shall be a President, a Vice-President, a Secretary, a Treasurer, a Business Manager, a Program Chairperson, an Assistant Program Chairperson, and the immediate Past President.

B. The Officers of the Society shall receive no remuneration.

C. Any elected Officer may be removed from office before the expiry of their term of office by a unanimous vote of the other Officers, subject to approval of the majority of Active Members present at the next meeting of the Membership.

D. In the event an Officer is unable to carry out their duties because of removal from office, resignation, prolonged absence or any other reason, an Active Member shall be appointed in their place by a unanimous vote of the remaining Officers, subject to approval by a vote at the next Regular Meeting.

E. Each Officer shall serve a term from the Annual General Meeting at which he or she assumes office until the following Annual General Meeting.

F. No Officer except the Secretary and Treasurer shall be eligible to serve in the same office until three terms have elapsed since the expiry of that office; the Secretary and Treasurer may serve a second consecutive term, after which they shall be ineligible to serve in that office for three consecutive terms after the expiry of their office. Exceptions to this must be approved by a majority vote of the Active and Emeritus members at the Annual General Meeting. The Assistant Program Chairperson is expected to assume the Program Chairperson position in the following year to provide continuity.

10. DUTIES OF OFFICERS

A. The President shall:

(a) preside at all Society meetings unless delegated to another Executive member,

(b) be chairperson of the Executive Committee, and organize their meetings,

(d) be responsible for proper functioning of all committees,

(e) produce, with the input of other members, the Society newsletters and Annual Report, and

(f) ensure the orderly operation and development of the Society.

B. The Vice-President shall:

(a) in the absence of the President exercise all functions and be vested with all the powers of that office,

(b) be responsible for all aspects of Membership, and may appoint a Membership Committee at their discretion,

(d) cause a record of Members to be kept showing the details of membership type, mailing address if provided, email address, current membership status, etc., and shall see that notice of any changes therein are given the interested Committees,

(e) maintain an internet-based account to store digital files such as the membership database, bylaws, financial records, etc. pertinent to the business of the Society, and

(f) send Society newsletters and other notices provided by Executive members by email and where necessary by mail to the membership.

C. The Secretary shall:

(a) in the absence of the Vice-President assume his duties,

(b) attend all meetings and record all minutes for the signatures of the Chairperson of such meetings,

(c) conduct the general correspondence of the Society and submit all important correspondence to the Executive Committee,

(d) be responsible for packaging and sending Society publications and merchandize for sale, and

(e) be responsible for keeping the content of the Society website up-to-date.

D. The Treasurer shall:

(a) keep an account of all monies received and paid out on behalf of the Society in a database or software program provided for that purpose and shall conduct all the banking business of the Society,

(b) prepare interim financial statements upon request for Executive meetings,

(c) prepare an annual financial report of the Society for inclusion in the Annual Report for presentation to the Members at the Annual Meeting, and

(d) appoint not more than one Active Member to be their assistant, at their discretion.

E. The Business Manager shall:

(a) assume the duties of the Secretary or Treasurer in their absence,

(b) coordinate the three main social events of the Society: the Annual General Meeting, the Curling Bonspiel, and the Golf Tournament/BBQ. Duties would include soliciting volunteers to help to work on organizing the event and at the event, booking the venue, assigning tasks, oversight on all aspects of the event including the schedule, food, awards, prizes, tickets, invitations, audio-visual, etc. where appropriate, and report to the Executive on the status of these events,

(c) be responsible for the audio-visual requirements for the luncheon talks, public lectures, and the annual general meeting (to be planned with the Program Chairperson), and

(d) be responsible for the student awards presented at the annual general meeting including contacting the recipients and coordinating their attendance, having the awards engraved, preparing the certificates, and ensuring the associated prizes are available.

F. The Program Chairperson and Assistant Program Chairperson shall:

(a) arrange for speakers and all technical programs for meetings and upon request the field trips,

(b) prepare notices of all meetings and field trips, and

(c) be principally responsible for logistical support (e.g., accommodation, meeting rooms, and entertainment) of visiting speakers.

G. The Past President shall:

(a) assume the duties of the Program Chairperson or Assistant Program Chairperson in their absence,

(b) provide information and advice to the Executive Committee to ensure continuity in management of the affairs of the Society, and

H. Each Officer shall perform all such duties incident to his office and properly required of him by the Executive Committee.

11. COMMITTEES

A. The Officers shall comprise an Executive Committee who shall collectively manage and be responsible for the proper conduct of the business of the Society.

B. The Executive Committee shall meet as often as required for timely and efficient dispatch of the business of the Society.

C. The President shall convene a meeting of the Executive Committee at the request of any Officer, and otherwise at his or her discretion, subject to paragraph B above.

D. The Executive Committee may regulate their meetings as they deem fit and proper.

E. All questions shall be decided by a majority vote of all Members of the Executive Committee then in office.

F. The President may, in lieu of a meeting, poll the other Members of the Executive Committee with respect to a matter requiring immediate attention.

G. Special Committees may be appointed or dissolved by the Executive Committee or the Membership at large; such committees shall be subject in all matters to the general authority of the Executive Committee.

12. MONIES

A. The monies of the Society shall be deposited in such bank or banks as the Executive Committee shall determine and no monies in excess of One Thousand Dollars ($1000.00) shall be paid without the sanction of the Executive Committee.

B. Two signatures comprising two of the President, or Vice-President, or the Treasurer shall be required on any cheque drawn on the funds of the Society.

C. Accounts of the Society shall be open for inspection by any Member in good standing with reasonable notice.

D. The profits of the Society, if any, or other income shall be applied to promoting the objectives of the Society and no dividends shall at any time be paid to Members or to any one of them.

13. RULES OF ORDER

All questions of parliamentary procedure shall be interpreted in accord with Robert's Rules of Order.

14. ARBITRATION

A. Any dispute arising out of the affairs of the Society between any Members thereof shall be decided by arbitration.

B. The submission shall be to Three (3) arbitrators, One (1) appointed by each party and the third appointed by Two (2) such arbitrators.

C. All arbitrators shall be Active Members of the Society in good standing.

15. ORDER OF BUSINESS

A. The order of business for any Regular Meeting shall be as follows:

(a) Call to order,

(b) Reading of minutes of the previous meeting and financial report,

(d) Committee Reports,

(e) Roll Call,

(f) Unfinished Business,

(g) New Business,

(h) Appointment of Committees,

(i) Special Program, and

(j) Adjournment.

B. Under authority of the rule of general consent, the President may alter the order of business as circumstances dictate.

16. RESOLUTIONS

The ordinary rules of procedure may be altered by resolution of the Society at any meeting.

17. AMENDMENTS

A. A Special General Meeting for the purpose of amending or repealing the Bylaws may be called by resolution at any business meeting.

B. The Bylaws may be repealed or amended by resolution passed by a majority of two-thirds of the Active Members present in person or by proxy at any Annual or Special General Meeting of the Society provided that a quorum is present.

C. The proposed amendment shall be communicated in writing to the entire Membership at least Two (2) weeks prior to the Annual or Special General Meeting at which it is to be considered.

D. The repeal or amendment of any Bylaw shall not be enforced or acted upon until the approval of or on behalf of the Minister of Consumer and Corporate Affairs has been obtained.

18. CORPORATE SEAL

The seal of the Society shall be in such form as shall be prescribed by the Executive Committee and shall have the words "SASKATCHEWAN GEOLOGICAL SOCIETY" endorsed thereon.

19. SIGNATURE AND CERTIFICATION OF DOCUMENTS

A. Contracts, documents or any instruments in writing requiring the signature of the Society, shall be signed by the President or the Vice-President together with one (1) other Officer of the Society and all contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization or formality.

B. The Executive Committee shall have power from time to time to appoint an officer or officers on behalf of the Society to sign specific contracts, documents and instruments in writing.

C. The seal of the Society when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Executive Committee.

20. AUDITOR

A. An auditor may be hired by the Executive Committee to periodically review the Society’s accounts.

B. The remuneration of the auditor shall be determined by the Executive Committee.

21. REPEAL OF PREVIOUS BYLAWS

These Bylaws shall come in force as of the date of approval of the Minister of Consumer and Corporate Affairs and thereupon all previous Bylaws of the Society are repealed.

IN WITNESS WHEREOF the undersigned hereby certify that the within Bylaws were considered and duly passed at the Annual General Meeting of the Saskatchewan Geological Society held at Regina, Saskatchewan on the first day of February, 2014.

DATED at Regina, Saskatchewan, this 1^st day of February, 2014

______________________

Lynn Kelley

President

2013

______________________

Dave van Zeyl

Vice President

2013

______________________

Michelle Hanson

Treasurer

2013-14

SEAL

February 7, 2015 Amendments in Yellow Highlight as Approved by the Membership at the Annual General Meeting

2. INTERPRETATION

In these Bylaws:

(a) "the Act" means Saskatchewan Corporation Act";

(b) when any provision of the Act is referred to, the reference is to that provision as modified by any statute for the time being in force; and

10. DUTIES OF THE OFFICERS

B. The Vice-President shall:

(a) in the absence of the President exercise all functions and be vested with all the powers of that office,

(b) be responsible for all aspects of Membership, and may appoint a Membership Committee at their discretion,

(e) maintain an internet-based account to store digital files such as the membership database, bylaws, financial records, etc. pertinent to the business of the Society, and Remove (e) issue membership cards upon request, and

(f) send Society newsletters and other notices provided by Executive members by email and where necessary by mail to the membership.

E. The Business Manager shall:

(a) assume the duties of the Secretary or Treasurer in their absence,

Add the following

(c) be responsible for the audio-visual requirements for the luncheon talks, public lectures, and the annual general meeting (to be planned with the Program Chairperson), and

F. The Program Chairperson and Assistant Program Chairperson shall:

(a) arrange for speakers and all technical programs for meetings and upon request the field trips,

(b) prepare notices of all meetings and field trips, and

(c) be principally responsible for logistical support (e.g., accommodation, remove audio-visual, meeting rooms, and entertainment) of visiting speakers.

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