Saskatchewan Irrigation Projects Association Inc.
A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF THE SASKATCHEWAN IRRIGATION PROJECTS ASSOCIATION INC.
BE AND HEREBY ENACTED as a by-law of the Saskatchewan Irrigation Projects Association Inc.
(hereinafter “SIPA”) as follows:
Adopted as amended
December 8th, 2021.
Changes adopted by Board September 2022.
a. “Act means The Non-profit Corporations Act, 1995, as amended or replaced from time to time, and in the case of such amendment, any references in the by-laws of the corporation shall read as referring to the amended provision;
b. “the corporation” or “SIPA” means Saskatchewan Irrigation Projects Association Inc.;
c. “the directors”, “Board” and “board of directors” means the Board of Directors of the Corporation;
d. “member” means a full, associate or Potential Water Development Project member;
e. “Irrigation Project” shall mean a project that currently possesses provincial approval;
f. “Development Area(s)” means the geographic area(s) comprised of its Irrigation Districts, as defined in the attached map (Schedule A); and
g. a “majority” shall be fifty percent plus one.
1.2 Rules of Interpretation
a. Headings used in this by-law are inserted for reference only and are not to to be considered when construing the terms thereof or be deemed in any way to clarify, modify or explain the effect of any such terms.
b. Subject to the foregoing, the definitions in the Act apply to the terms used in this Bylaw.
c. A word importing the masculine gender shall include the feminine and vice versa, and words importing the singular shall include the plural and vice versa.
The mandate of the corporation is to represent the interests of its members in Saskatchewan and to provide a common voice for issues concerning irrigators.
3. FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day of August each year.
a. Members in SIPA shall be divided into three classes: full, associate and Potential Water Development Project.
b. Full membership shall be granted to any private or district Irrigation Project that possesses current provincial or federal approval to operate and has applied for membership in the form adopted by the Board from time to time.
c. Associate and Potential Water Development Project membership shall be granted at the discretion of the Board to entities that have an interest in irrigation activities and wish to participate in SIPA activities. Any person wishing to apply for associate membership or Potential Water Development Project membership shall apply to the Board in the form adopted by the Board from time to time.
d. Member of SIPA shall pay annual fees based on the fee schedule proposed by the Board and approved by the membership.
e. Membership fees are not refundable.
e. Full members of SIPA have the right to participate in elections, hold positions on the board and participate in other SIPA business.
f. Both Associate members and Potential Water Development Project members have the right to receive notice and attend general and annual meetings and to present and debate resolutions, but may not vote in elections or on resolutions, and they may not hold positions on the Board, but they may hold positions on a committee if so, selected by the Board.
5. MEETINGS OF MEMBERS
a. The Annual Meeting shall be held within four months of the Corporation’s fiscal year end.
b. The Chairman may call a special meeting of members at any time and shall be required to call a special meeting of members upon the written request of at least 20% of full members.
c. All business transacted at a special meeting or at any annual meeting of members, other than consideration of financial statements and an auditor’s report, if any, election of directors and reappointment of an incumbent auditor, if any, is deemed to be special business.
d. No special business may be transacted at a meeting of members unless notice of the meeting is distributed to members and such notice states the nature of the business in sufficient detail as to permit members to form a reasoned judgement thereon.
e. Notice of the time and place for any meeting shall be sent not less than 15 days and no more than 30 days before the meeting to each member entitled to attend the meeting.
f. A quorum for the meeting exists if twenty five percent of the delegates are duly represented at the opening of the meeting.
g. Each Irrigation Project with full-membership status shall be entitled to send voting delegates to all meetings of the members of SIPA. The number of delegates that may be sent shall be determined by using the formula of one delegate for each 5,000 irrigated acres (or any portion thereof) that exists within the Irrigation Project of a Development Area.
h. Full members must identify their delegates at the time of registration for the meeting.
i. Resolutions will be deemed to have been passed if a majority of the delegates present at the meeting vote in favor of the resolution. In the event of a tie vote, the resolution is lost.
j. Minutes of the Annual Meeting shall be taken and made available to any member upon request.
k. Nominations for director positions shall be provided to SIPA by each Development Area as required, either prior to or at the Annual Meeting. Delegates from each Development Area will elect their own representative from among those nominated for that Development Area to serve as directors on the Board. Such voting shall be by secret ballot, unless delegates at the meeting decide otherwise by motion.
l. In the event that a Development Area fails to nominate a candidate to act as a director, or if the number of its delegates attending the Annual Meeting is insufficient to nominate and/or elect its director(s), its delegates, or the delegates from any other Development Area, may appoint or elect as its director(s) a delegate(s) from that or another Development Area(s). The so appointed or elected director shall hold the directorship for the term.
6. BOARD COMPOSITION
a. The composition of the Board, based on representation from each of Development Areas, shall (subject to 5 (a) above) be determined as follows:
i. Four directors elected by the delegates from the Lake Diefenbaker Development Area;
ii. Three directors elected by the delegates from the Southwest Development Area;
iii. One director elected by the delegates from the Southeast Development Area;
iv. One director elected by the delegates from the Norther Development Area; and
v. Other directors as deemed necessary by the Board subject to section 7 (b), and such director(s) shall be reappointed annually at the first directors meeting following the Annual General Meeting.
b. Subject to 5 (l) and 6 (e), the term of any elected director of the Board shall be three years and there shall be annual elections whereby a minimum of three directors are elected each year on a rotational basis. The maximum number of full terms a director can serve on the Boards is three. To be eligible for re-election after serving three consecutive full terms, an individual must have been out of office for at least one year immediately prior to re-election.
c. In the formation year, in order to establish the rotational basis with three directors elected each year, the current board status of Saskatchewan Irrigation Projects Association will be carried forward to the new corporation.
d. Each year thereafter, the expired terms will be filled with directors elected for three-year terms.
e. In the event a director is no longer able to complete his term and the position becomes vacant, the Board may appoint a member from the Development Area represented by the vacant position to serve until the next Annual Meeting and the director subsequently elected to replace the appointed director shall serve a term equal to the time remaining for the vacant position.
f. The full members may, by ordinary resolution at a meeting called for that purpose, remove any director(s) from office.
7. BOARD OF DIRECTORS
a. The directors shall oversee the activities and affairs of the corporation.
b. The Board of SIPA shall consist of a minimum of nine and a maximum of eleven directors.
c. Subject to 5 (1), 6 (a) (v) and 7 (e) (ii), directors shall be elected at the Annual meeting.
d. Directors shall hold office until the conclusion of the meeting at which their successors are elected.
e. Where there is a vacancy on the Board of Directors and where there is a quorum of directors, the remaining directors may:
i. Exercise all the powers of the directors; or
ii. Appoint a member from the Development Area represented by the vacant position until the next annual meeting.
f. Where there is a vacancy on the Board of Directors, but there is not a quorum of directors, the remaining directors shall call a general meeting for the purpose of electing full members to fill any vacancy (ies).
g. Attendance of a director at a meeting of directors is deemed to be a waiver of notice of the meeting unless the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
h. A director who, without Board permission, fails to attend three consecutive regular Board meetings, may, at the discretion of the board, be requested to vacate his position.
i. Directors shall be entitled to be reimbursed by SIPA for time spent on SIPA business and for expenses incurred subject to establishment of rates and charges by the Board and approval by the membership at the Annual Meeting.
8. BOARD MEETINGS
a. A quorum of the Board shall be a majority of the directors.
b. Meetings of the Board will normally be held in Saskatchewan. A meeting of the Board may be convened by the chairperson or any two directors and the Secretary/treasurer shall, upon direction of any of the foregoing, convene a Meeting.
c. When deemed appropriate by the Chairman, a special meeting of the board may be held by telephone conference call or other electronic means provided that all directors are able to communicate with each of the other directors participating in the meeting.
d. Every director shall be given, by letter, telephone, or electronically, at least 5 days’ notice of any meeting of the directors.
e. A director may waive notice of a meeting by his attendance at the meeting or, if not in attendance, by so stating by letter, telephone or electronically.
f. A resolution in writing signed by all directors is as valid as if it had been passed at a meeting of the board.
g. Resolutions in writing contemplated by this paragraph may be signed in several counterparts, which counterparts together shall constitute a single resolution in writing. Such counterparts may be delivered by fax or electronically, but the original counterpart shall be mailed or delivered to the secretary.
h. Minutes shall be taken at Board meetings and made available, upon request, to SIPA members once adopted.
The Board shall, at its first meeting after the Annual Meeting:
a. Annually choose from its members a chairperson, and
b. Designate the offices of the corporation, appoint persons as officers, specify duties and delegate powers to manage the affairs of the corporation.
10. COMMITTEES OF THE BOARD
a. The Board may establish from time to time by resolution committees to review, implement and research or undertake one or more activities. The Chairman shall be ex officio member of all committees.
b. The terms of reference of a committee shall be determined by resolution of the Board.
11. FINANCIAL AFFAIRS
a. The directors shall place before the members at every annual meeting:
i. Financial statements for the year ended not more than four months before the Annual Meeting;
ii. The report of the auditor, if any; and
iii. Any further information respecting the financial affairs of the corporation.
b. The directors shall approve the financial statements and shall evidence such approval by their signature and the approved financial statements shall be accompanied by the report of the auditor, if any.
c. No financial statement shall be released or circulated unless it has been approved by the directors.
d. The corporation shall provide, before each annual meeting, a copy of its financial statements and report to each member.
e. Any two authorized representatives of the Board shall authorize payment of all expenditures by cheque or electronically cheques that are supported by appropriate documentation. All expenditures must be approved by resolution of the Board at the next Board meeting.
12. PROFESSIONAL ADVISORS AND STAFF
a. The Board may authorize the use of any professional or technical advisors it deemed appropriate.
b. The Board may hire staff and establish duties it deems appropriate.
The seal of the Corporation shall be such as the Board of Directors may adopt by resolution from time to time.
14. EXECUTION OF CONTRACTS
a. Contracts, documents or instruments in writing requiring execution by the corporation may be signed by any two officers or directors, and all contracts, documents or instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The Board of Directors is authorized from time to time by resolution to appoint any officer or officers, or any other person or persons, on behalf of the Corporation either to sign contracts, documents or instruments in writing generally, or to sign specific contracts, documents or instruments in writing.
b. The Seal of Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by an officer or officers, person or persons appointed as aforesaid by resolution of the Board of Directors.
a. The directors may, by resolution, make, amend or repeal any by-laws that regulate the activities and affairs of the corporation.
b. The directors shall submit a by-law or an amendment or repeal of a by-law to the next meeting of the full members and those members may, by ordinary resolution, ratify, revoke or amend the by-law, amendment or repeal.
c. A by-law, or an amendment or repeal of a by-law, is effective from the day of the resolution of directors until confirmed, confirmed as amended or rejected by the full members.
d. If a by-law, or any amendment or repeal of a by-law is rejected by the full members or is not submitted to the next meeting of members, the by-law, amendment or repeal thereof, ceases to be effective and no subsequent by-law, amendment or repeal having substantially the same purpose or effect shall be effective until confirmed or confirmed as amended by the full members.
16. LIQUIDATION AND DISSOLUTION
The remaining property of the corporation shall, in the course of liquidation and dissolution, be transferred to the full members on a prorated basis in the same proportion as the membership fees of all members as at the prior fiscal year end.