SEPA Bylaws
SASKATCHEWAN EMERGENCY PLANNERS ASSOCIATION CORP.
(Amended 2011)
-PREAMBLE-
Whereas the Emergency Coordinators Committee was formed on 27 March 1982, and;
Whereas the Committee was incorporated on the 3rd Day of May, 1985, as the Saskatchewan Emergency Planners Association Inc., and;
Whereas Aug 13, 1997 reincorporated as a Non-Profit Corporation called Saskatchewan Emergency Planners Association Corp.
Whereas the Association is empowered under the Act to make Bylaws;
The following Bylaws have been adopted:
Whereas the Committee was incorporated on the 3rd Day of May, 1985, as the Saskatchewan Emergency Planners Association Inc., and;
Whereas Aug 13, 1997 reincorporated as a Non-Profit Corporation called Saskatchewan Emergency Planners Association Corp.
Whereas the Association is empowered under the Act to make Bylaws;
The following Bylaws have been adopted:
-TITLE-
1. These Bylaws may be cited as the Bylaws of the Saskatchewan Emergency Planners Association Corp., also known by the
acronym "SEPA".
acronym "SEPA".
-INTERPRETATION-
2. In these Bylaws:
(a.) "Association" means Saskatchewan Emergency Planners Association Corp.
(b.) "Resident" means an individual who resides in Saskatchewan.
(c.) "Ex Officio" means by virtue of his/her office and does not limit the rights, duties and capacity of any person who is, Ex-Officio,
(d.) Director means an elected or appointed member of the SEPA Board of Directors.
(e.) Any word or expression used but not defined has, unless the context otherwise requires, the same meaning as in the Act.
(a.) "Association" means Saskatchewan Emergency Planners Association Corp.
(b.) "Resident" means an individual who resides in Saskatchewan.
(c.) "Ex Officio" means by virtue of his/her office and does not limit the rights, duties and capacity of any person who is, Ex-Officio,
(d.) Director means an elected or appointed member of the SEPA Board of Directors.
(e.) Any word or expression used but not defined has, unless the context otherwise requires, the same meaning as in the Act.
-OBJECTIVES-
3. The Objectives of the Association are:
(a.) To provide a forum for the discussion, sharing and dissemination of information on matters of interest to members.
(b.) To promote better acquaintance, understanding and cooperation in emergency planning and management matters of interest to members.
(c.) To represent members concerns, proposals, observations and comments to government agencies with emergency planning and management mandates.
(d.) To promote mutual advice and assistance in emergencies.
(e.) To represent the interests, aims, and views of the membership to other organizations and levels of government when topics relating to emergency
planning, organization, or response are being discussed.
(a.) To provide a forum for the discussion, sharing and dissemination of information on matters of interest to members.
(b.) To promote better acquaintance, understanding and cooperation in emergency planning and management matters of interest to members.
(c.) To represent members concerns, proposals, observations and comments to government agencies with emergency planning and management mandates.
(d.) To promote mutual advice and assistance in emergencies.
(e.) To represent the interests, aims, and views of the membership to other organizations and levels of government when topics relating to emergency
planning, organization, or response are being discussed.
-MEMBERSHIP-
4. The criteria for membership in the Association are:
(a.) Subject to the payment of the appropriate membership fee, anyone who has emergency planning and management duties, current or previous, shall be
eligible for membership.
5. Membership Privileges:
(a.) Members are entitled to all privileges of membership including the right to vote.
6. Membership fees to the Association shall be prescribed by the Directors and ratified by the general membership at the AGM.
7. Upon termination of membership for cause or otherwise, a member is not entitled to any refund of membership fees paid.
(a.) Subject to the payment of the appropriate membership fee, anyone who has emergency planning and management duties, current or previous, shall be
eligible for membership.
5. Membership Privileges:
(a.) Members are entitled to all privileges of membership including the right to vote.
6. Membership fees to the Association shall be prescribed by the Directors and ratified by the general membership at the AGM.
7. Upon termination of membership for cause or otherwise, a member is not entitled to any refund of membership fees paid.
-MEETINGS OF MEMBERS-
8. An Annual General Meeting (AGM) will be held each year on a date fixed by the Directors.
(a.) The President may call a special general meeting of members at any time but shall do so at the request of at least 10
members.
9. All business transactions at an AGM, except considerations of the financial statements, auditor’s report, election of directors,
and appointment of new or reappointment of incumbent auditor, bylaw amendments and all business transacted at any
other meeting of members, including special general meetings, is deemed to be special business.
(a.) No special business may be transacted at a meeting of members unless the notice of the meeting states the nature of the
business in sufficient detail to permit members to form a reasoned judgement thereon.
(b.) Any member may submit to the Association, notice of any matter that he proposes to raise and discuss at the meeting,
notice of the proposal shall be included with the notice meeting of the next meeting of the members.
10. Notice of the time and place of a meeting shall be sent, not less than 30 and not more than 60 days before the date of the
meeting to each member entitled to attend the meeting and to the auditor.
11. At every meeting of members, each Member is entitled to one vote on each question.
(a.) Voting by Members will normally be by a show of hands except where a ballot is demanded by a member prior to the
vote being taken.
(a.) The President may call a special general meeting of members at any time but shall do so at the request of at least 10
members.
9. All business transactions at an AGM, except considerations of the financial statements, auditor’s report, election of directors,
and appointment of new or reappointment of incumbent auditor, bylaw amendments and all business transacted at any
other meeting of members, including special general meetings, is deemed to be special business.
(a.) No special business may be transacted at a meeting of members unless the notice of the meeting states the nature of the
business in sufficient detail to permit members to form a reasoned judgement thereon.
(b.) Any member may submit to the Association, notice of any matter that he proposes to raise and discuss at the meeting,
notice of the proposal shall be included with the notice meeting of the next meeting of the members.
10. Notice of the time and place of a meeting shall be sent, not less than 30 and not more than 60 days before the date of the
meeting to each member entitled to attend the meeting and to the auditor.
11. At every meeting of members, each Member is entitled to one vote on each question.
(a.) Voting by Members will normally be by a show of hands except where a ballot is demanded by a member prior to the
vote being taken.
-QUORUM-
12. 10 % of Members present at the opening of an AGM shall constitute a quorum.
-RULES OF ORDER-
13. The conduct of meetings shall be governed by the latest revised edition of Roberts Rules of Order.
-BOARD OF DIRECTORS-
14. The Board of Directors of the Association shall consist of at least seven (7) persons, all of whom are elected from the regular
membership.
15. The Board of Director’s by simple majority may relieve a Director who:
(a.) fails to continue to meet the criteria for membership in the Association,
(b.) who fails to carry out their duties and / or
(c.) fails to meet the attendance criteria.
16. Should a Director be relieved, pursuant to article 15, the President on recommendation of the Directors, may appoint an
interim Director to fill the vacant space.
17. The Directors shall meet immediately after the Annual General Meeting and shall elect from amongst themselves:
(a.) President
(b.) Vice President
(c.) Secretary
(d.) Treasurer
18. The position of immediate Past President shall be Ex Officio.
(a.) The immediate Past President shall chair AGM Election.
membership.
15. The Board of Director’s by simple majority may relieve a Director who:
(a.) fails to continue to meet the criteria for membership in the Association,
(b.) who fails to carry out their duties and / or
(c.) fails to meet the attendance criteria.
16. Should a Director be relieved, pursuant to article 15, the President on recommendation of the Directors, may appoint an
interim Director to fill the vacant space.
17. The Directors shall meet immediately after the Annual General Meeting and shall elect from amongst themselves:
(a.) President
(b.) Vice President
(c.) Secretary
(d.) Treasurer
18. The position of immediate Past President shall be Ex Officio.
(a.) The immediate Past President shall chair AGM Election.
-TERM OF OFFICE-
19. Each Director, other than the immediate Past President, shall be elected at each annual meeting to hold Office for the next
two years and until the end of the AGM following his/her election.
20. The term of office for four of the seven Executive positions on the SEPA Board will be for two year terms alternating on even
years, 2004, 2006, 2008 etc, with the remaining positions alternating on the odd years: 2005, 2007, 2009 etc.
AGM – April 2, 1998 Minutes; It is now policy that four of the seven Executive positions on SEPA be a two year term and
alternate the even years and odd years.
(a.) Nothing in this section precludes a Director from being re-elected.
21. The Association may, by ordinary resolution, at a meeting of Members called for the purpose, remove any director or
directors from office.
(a.) The Directors, or Regular Members in general meeting, may fill any vacancy among the Directors by appointing a
Director to hold office for the unexpired term of the Director they are replacing.
two years and until the end of the AGM following his/her election.
20. The term of office for four of the seven Executive positions on the SEPA Board will be for two year terms alternating on even
years, 2004, 2006, 2008 etc, with the remaining positions alternating on the odd years: 2005, 2007, 2009 etc.
AGM – April 2, 1998 Minutes; It is now policy that four of the seven Executive positions on SEPA be a two year term and
alternate the even years and odd years.
(a.) Nothing in this section precludes a Director from being re-elected.
21. The Association may, by ordinary resolution, at a meeting of Members called for the purpose, remove any director or
directors from office.
(a.) The Directors, or Regular Members in general meeting, may fill any vacancy among the Directors by appointing a
Director to hold office for the unexpired term of the Director they are replacing.
-QUALIFICATION FOR A DIRECTOR-
22. A Director must be a Regular Member in good standing to qualify for, or to continue to hold office.
23. Every Director shall be given by letter, telephone or otherwise, at least seven days notice of every meeting of the Directors.
(a.) The Directors at any meeting may decide to hold regular meetings by adopting a resolution stating the day, hour and
place of the regular meeting and no further notice of those meetings may be required.
(b.) A Director may waive notice of a meeting by his/her attendance at a meeting or, if not in attendance, by so stating by
letter, telephone or otherwise.
24. A Director must attend at least 50% of all scheduled Board meetings annually to remain on the Board of Directors. (Post-
conference, usually four additional 2 day meetings throughout the year, and Pre-conference.)
23. Every Director shall be given by letter, telephone or otherwise, at least seven days notice of every meeting of the Directors.
(a.) The Directors at any meeting may decide to hold regular meetings by adopting a resolution stating the day, hour and
place of the regular meeting and no further notice of those meetings may be required.
(b.) A Director may waive notice of a meeting by his/her attendance at a meeting or, if not in attendance, by so stating by
letter, telephone or otherwise.
24. A Director must attend at least 50% of all scheduled Board meetings annually to remain on the Board of Directors. (Post-
conference, usually four additional 2 day meetings throughout the year, and Pre-conference.)
-QUORUM-
25. Attendance of 50% + 1 of the Directors will constitute a quorum at a meeting of the Directors.
26. Matters put to a vote shall be passed by a simple majority.
26. Matters put to a vote shall be passed by a simple majority.
-COMMITTEES-
27. The Directors may provide for committees as required and may assign duties to them.
-APPOINTMENT OF COMMITTEE CHAIRPERSONS AND MEMBERS-
28. Committee Chairperson(s) shall be appointed from amongst the Directors by the President.
(a.) The members of a Committee can be appointed from among the Directors or from the General Membership by the
Chairperson.
(b.) The number of Members of a Committee shall be determined by the Chairperson of the Committee but all
appointments shall be subject to confirmation by the Directors.
(a.) The members of a Committee can be appointed from among the Directors or from the General Membership by the
Chairperson.
(b.) The number of Members of a Committee shall be determined by the Chairperson of the Committee but all
appointments shall be subject to confirmation by the Directors.
-OFFICERS AND THEIR DUTIES-
29. The Directors shall:
(a.) manage the affairs and activities of the Association.
(b.) act honestly and in good faith with a view to the best interests of the Association and
(c.) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
30. The President shall:
(a.) be the Chief Officer of the Association;
(b.) be vigilant and active in promoting the objectives of the Association, and;
(c.) preside at all of the meetings of the Association and of the Directors, or in the absence of the Vice President appoint a
chair.
31. The Vice President shall:
(a.) assist the President in the performance of his/her duties;
(b.) act in the absence of or disability of the President, and;
(c.) assume other related duties that may be delegated to him/her by the President.
32. The Secretary shall:
(a.) Take minutes of all meetings of the Association;
(e.) conduct all necessary correspondence on behalf of the Association and maintain necessary files;
(f.) maintain an inventory of assets, equipment, etc owned by the Association.
33. The Treasurer shall:
(a.) carry out the financial affairs of the Association;
(b.) accurately record, monitor and control all funds of the Association;
(c.) receive and take charge of all funds due to the Association and deposit them to the credit of the Association in a
financial institution designated by the Directors.
(d.) prepare a financial statement for the Board of Directors before each meeting.
(a.) manage the affairs and activities of the Association.
(b.) act honestly and in good faith with a view to the best interests of the Association and
(c.) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
30. The President shall:
(a.) be the Chief Officer of the Association;
(b.) be vigilant and active in promoting the objectives of the Association, and;
(c.) preside at all of the meetings of the Association and of the Directors, or in the absence of the Vice President appoint a
chair.
31. The Vice President shall:
(a.) assist the President in the performance of his/her duties;
(b.) act in the absence of or disability of the President, and;
(c.) assume other related duties that may be delegated to him/her by the President.
32. The Secretary shall:
(a.) Take minutes of all meetings of the Association;
(e.) conduct all necessary correspondence on behalf of the Association and maintain necessary files;
(f.) maintain an inventory of assets, equipment, etc owned by the Association.
33. The Treasurer shall:
(a.) carry out the financial affairs of the Association;
(b.) accurately record, monitor and control all funds of the Association;
(c.) receive and take charge of all funds due to the Association and deposit them to the credit of the Association in a
financial institution designated by the Directors.
(d.) prepare a financial statement for the Board of Directors before each meeting.
-FISCAL YEAR-
34. The fiscal year of the Association shall be from 1st of January to 31 of December.
-RECORDS-
35. The Directors shall ensure that proper records and accounts of all transactions of the Association are kept accurate and
current.
current.
-FINANCIAL DISCLOSURE-
36. The Directors shall place before the Members at every Annual General Meeting:
(a.) Financial statements for the year then ended;
(b.) Report of the Auditor (“Auditor” is the person appointed by the SEPA Board as defined in the Public Legal Education
Association of Saskatchewan);
(c.) Any further information regarding the financial affairs of the Association.
37. The Directors shall, if satisfied, approve the financial statements and shall evidence their approval by signature.
38. No financial statement shall be released unless it has been approved by the Directors and is accompanied by the report of
the Auditor.
39. The Association shall provide each member with a financial statement and a copy of the auditor's report prior to the start of
the Annual General Meeting.
40. The Association shall, annually send a copy of its financial statements and report of the auditor to the Government of
Saskatchewan Information Services Corporation, Corporations Branch.
(a.) Financial statements for the year then ended;
(b.) Report of the Auditor (“Auditor” is the person appointed by the SEPA Board as defined in the Public Legal Education
Association of Saskatchewan);
(c.) Any further information regarding the financial affairs of the Association.
37. The Directors shall, if satisfied, approve the financial statements and shall evidence their approval by signature.
38. No financial statement shall be released unless it has been approved by the Directors and is accompanied by the report of
the Auditor.
39. The Association shall provide each member with a financial statement and a copy of the auditor's report prior to the start of
the Annual General Meeting.
40. The Association shall, annually send a copy of its financial statements and report of the auditor to the Government of
Saskatchewan Information Services Corporation, Corporations Branch.
-FUNDS, ETC. TO BE IN THE NAME OF THE ASSOCIATION-
41. Funds of the Association shall be deposited in one or more accounts in the name of the Association at financial institutions
designated by the Directors.
42. All cheques, promissory notes, bills of exchange or other negotiable instruments shall be executed in the name of the
Association and signed in accordance with resolutions passed by the Directors for that purpose.
designated by the Directors.
42. All cheques, promissory notes, bills of exchange or other negotiable instruments shall be executed in the name of the
Association and signed in accordance with resolutions passed by the Directors for that purpose.
-REMUNERATION OF DIRECTORS-
43. No remuneration shall be paid to the Directors other than out of pocket expenses for travel and sustenance while on
Association business at rates approved by members at an Annual General Meeting.
44. Items that will be considered for remuneration include:
(a.) mileage;
(b.) meals;
(c.) accommodation, and;
(d.) other authorized out-of-pocket expenses.
Association business at rates approved by members at an Annual General Meeting.
44. Items that will be considered for remuneration include:
(a.) mileage;
(b.) meals;
(c.) accommodation, and;
(d.) other authorized out-of-pocket expenses.
-AMENDMENT TO BYLAWS-
45. The Directors may recommend amendments or the repealing of any Bylaws that regulate the activities and affairs of the
Association. The Directors shall submit any such recommendations to the next Annual General Meeting and the members
may, by ordinary resolution, confirm, reject or amend those changes.
46. If any change is rejected by the members or is not submitted to the next Annual General Meeting for ratification, the
recommended change shall not be effective until confirmed or confirmed as amended by the members.
47. Every Bylaw, amendment or repeal thereof shall be effective as of the conclusion of the AGM.
Association. The Directors shall submit any such recommendations to the next Annual General Meeting and the members
may, by ordinary resolution, confirm, reject or amend those changes.
46. If any change is rejected by the members or is not submitted to the next Annual General Meeting for ratification, the
recommended change shall not be effective until confirmed or confirmed as amended by the members.
47. Every Bylaw, amendment or repeal thereof shall be effective as of the conclusion of the AGM.
-LIQUIDATION AND DISSOLUTION-
48. The remaining property of the Association shall, in the course of liquidation and dissolution, be distributed in accordance
with the articles of the Association.
49. The articles provide that the remaining property of the Association shall, in the course of liquidation and dissolution, be
divided as the remaining Regular Members at that time decide.
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THESE BYLAWS WERE DULY MOVED, SECONDED AND ADOPTED AT A MEETING OF THE INCORPORATING DIRECTORS AT A PROPERLY CALLED MEETING ON THE 30TH DAY OF MAY 1985, RATIFIED BY THE GENERAL MEMBERSHIP 19TH OCTOBER 1985, AND AMENDED BY THE GENERAL MEMBERSHIP ON APRIL 2, 1997, MARCH 29, 2007 and MARCH 16, 2011. SPECIFIC AMENDMENT MOTIONS CAN BE FOUND IN THE MINUTES OF THE ANNUAL GENERAL MEETING FOR THE DATES CONCERNED.
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with the articles of the Association.
49. The articles provide that the remaining property of the Association shall, in the course of liquidation and dissolution, be
divided as the remaining Regular Members at that time decide.
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THESE BYLAWS WERE DULY MOVED, SECONDED AND ADOPTED AT A MEETING OF THE INCORPORATING DIRECTORS AT A PROPERLY CALLED MEETING ON THE 30TH DAY OF MAY 1985, RATIFIED BY THE GENERAL MEMBERSHIP 19TH OCTOBER 1985, AND AMENDED BY THE GENERAL MEMBERSHIP ON APRIL 2, 1997, MARCH 29, 2007 and MARCH 16, 2011. SPECIFIC AMENDMENT MOTIONS CAN BE FOUND IN THE MINUTES OF THE ANNUAL GENERAL MEETING FOR THE DATES CONCERNED.
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