Saskatchewan Professional Marketing Association Inc.
ARTICLE 1 DEFINITIONS
1.01 In these and all other documents of the corporation, unless the context otherwise requires or specifies:
(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 bylaws of the corporation shall be read as referring to the amended provisions;
(b) “SPMA” and “Association” mean Saskatchewan Professional Marketing Association Inc.;
(c) “directors”, “board” and “board of directors” means the directors of the corporation for the time being;
(d) “member” means a regular member, corporate member, or a student member.
ARTICLE 2 PURPOSE
2.01 The principal purposes of the SPMA are as follows:
(a) To promote expertise within the marketing profession;
(b) To provide professional development opportunities;
(c) To encourage mentorship among professionals with different levels of experience;
(d) To provide networking and business development opportunities for members; and
(e) To raise, receive and maintain a fund or funds and to apply and expend from time to time all or part thereof and/or the income therefrom for the attainment of and carrying out paragraphs (a), (b), (c), and (d) above.
ARTICLE 3 ORGANIZATION
3.01 The name of the organization is the Saskatchewan Professional Marketing Association Inc., a not-for-profit organization incorporated in 2012 in the province of Saskatchewan.
3.02 Offices of the Association shall be located in Saskatchewan and/or in such other localities as determined by the board of directors.
3.03 The fiscal year and membership year of the Association shall be April 30 and may be amended by the board by resolution.
3.04 The SPMA shall be divided into geographic regions, as determined from time to time by the board of directors, to provide various governance, administrative, and support functions as determined by the board. Region activities and functions shall comply with SPMA bylaws, policies, and procedures.
ARTICLE 4 MEMBERS
4.01 The members of the SPMA shall be those persons who have an interest in the purpose of SPMA set out in article 2 above and pay annual membership dues.
4.02 The SPMA memberships are held by individuals and include:
(a) Regular Members; and
(b) Student Members.
Both types of memberships may be offered to individuals at varying price points as decided by the Board.
4.03 All members have the right to vote at all annual general meetings and any other general meetings.
4.04 To become a member, individuals and/or corporations must purchase a membership by SPMA. The board of directors shall establish all prices for memberships.
4.05 The directors may revoke the membership(s) of any individual or corporation as they, in their absolute discretion, see fit.
4.06 Memberships in the Association may not be transferred and is terminated when:
(a) a member dies or resigns from membership in SPMA
(b) the membership is revoked by the directors
(c) the end of SPMA’s fiscal / membership year unless otherwise stated; or
(d) the dissolution of SPMA.
ARTICLE 5 BOARD OF DIRECTORS
5.01 The board shall manage the activities and affairs of the Association and consist of not less than four (4) and not more than twenty (20) individuals.
5.02 No individual shall be qualified to be a director if less than eighteen (18) years of age, if of unsound mind, or if found by a Court of Canada or elsewhere, bankrupt. A majority of directors shall be resident Canadians and residents of Saskatchewan. Every director shall be a member of the Association.
5.03 The directors shall be elected by the members at the annual general meeting. They shall be elected for a term of one (1) year, with the exception of officers who shall be elected for two (2) years and the Vice-President who shall be elected for three (3) years. The year after being Vice-President, they shall automatically become President, and following that year they shall automatically become Past-President. Both the Treasurer and Secretary shall remain in their position for a two (2) year term. Any retiring director can be eligible for re-election.
5.04 Once elected by the members, the board shall annually name all individuals who will assume officer positions (discussed in detail below) in addition to the following portfolios:
- Sponsorship and
- SPMA South Chapter
5.05 Every director shall act honestly, in good faith, diligently and ethically, always taking into consideration the best interests of the Association.
5.06 Every director who, directly or indirectly, might have a conflict of interest with his or her duties as a director shall disclose to the President the fact and nature, and extent of the conflict. Conflicts of interest should be discussed at board meetings. The board members involved with the conflict of interest cannot vote on any matters surrounding the conflict of interest.
5.07 Each director shall serve the Association without remuneration, and no director shall directly or indirectly receive any profit from his or her position. A director may be paid reasonable expenses incurred in the performance of his or her duties.
5.08 A director may retire from SPMA upon giving the board thirty (30) days’ notice in writing of intention to do so, and such resignation shall take effect upon the expiration of such notice or its earlier acceptance by the board.
5.09 The board of directors may, at its discretion and following its policy, by majority vote remove any director. Such removal shall result in the director being removed from the board in addition to any committees on which the director may serve.
5.10 The board may delegate duties to any committee(s) they deem necessary and may revoke such delegation at any time. In the duties delegated, a committee shall conform to any restrictions imposed upon it by the board. Such committees shall be composed of at least one (1) or more directors.
ARTICLE 6 BOARD OFFICERS
6.01 The board shall annually elect and appoint all officers, aside from the President as this individual automatically moves into this position in year two (2) of their three (3) year elected term. Officers of the board include President, Vice-President, Past-President, Secretary and Treasurer. Once retired, any officer may be re-elected the following year.
6.02 The officers shall perform the duties necessary as required by the bylaws and policies of the Association.
(a) President. The President of the board, when present, shall preside at all board meetings and exercise general supervision over all executive affairs of the Association.
(b) Vice-President. The Vice-President of the board, when present, shall preside at all board meetings if there is no President and assists the President where requested.
(c) Past-President. The Past-President of the board assists the President and board given the experience and understanding of the Association
(d) Secretary. The Secretary shall record minutes of all board meetings and member meetings. Further duties of the Secretary may be determined by the board.
(e) Treasurer. The Treasurer shall be responsible for keeping and reporting all the financial information relevant to the Association. Further duties of the Treasurer may be determined by the board.
ARTICLE 7 MEETINGS
7.01 The annual general meeting of the members shall be held within fifteen (15) months of the previous annual meeting and shall be at a location determined by the board. The board shall give notice to the members no less than fifteen (15) days or no more than fifty (50) days before the annual general meeting.
7.02 General meetings may be convened by order of the President or Vice-President and will be held at any time and at any place.
7.03 Board of director meetings shall be held at such time and place as the President, Vice-President, or any two directors may determine. Notice of every meeting shall be given to each director not less than forty-eight (48) hours before the time when the meeting is held. A meeting of the board may also be held without notice immediately following the annual general meeting to elect officers.
7.04 In order to conduct business arising out of any board meetings, there shall be quorum. Quorum shall constitute the majority of elected directors.
7.05 Any decisions arising at any board meetings shall be decided by a majority of votes. The President shall not have a casting vote while all remaining directors have one (1) vote. In the event of an equality of votes, the motion will be considered defeated. In this circumstance, either the decision is made to not change the current situation or the board will discuss the issue again at a further time.
ARTICLE 8 RECORDS OF THE ASSOCIATION
8.01 The board shall comply with the Act in regards to the registration of directors and members, and their addresses; the signing of the balance sheet, the filing of an annual report, and changes in the registered office or changes in directors.
8.02 The board shall record minutes at every meeting for the following purpose:
(a) appointment of officers;
(b) name of directors present at each meeting;
(c) all resolutions made at board and committees meetings; and
(d) all resolutions made at member meetings.
All minutes shall be signed by the President and Secretary as being final and shall be kept as evidence of the matters stated in such minutes.
8.03 Minutes and financial records, containing the summaries of the year to year transactions of the Association, shall be held for a minimum of six (6) years from the end of the fiscal period to which they relate.
ARTICLE 9 FINANCES
9.01 Signing Authority. All cheques, transfers or other orders for payment of money or evident of indebtedness shall be signed by any two officers or other persons as may be authorized by the board of the Association. All contracts, documents or other instruments in writing requiring execution by the Association shall be signed by any two officers on behalf of the Association.
9.02 Custody of Assets. All investments and cash of the Association or documents of title thereto shall be lodged for safekeeping with a chartered bank, trust company or other depository as the board may determine. Such items may be registered in the name of a nominee as selected by the board.
9.03 Accounting. The board shall ensure records are kept of the operations of the Association. Those records shall be open to the inspection of the directors at any time and open to the inspection of the members at the annual general meeting.
9.04 Financial Statements. The Board will provide the members at each annual general meeting a copy of the financial statements and report of audit/review, if any. The financial statements shall:
(a) be approved by the board of directors and signed by two (2) of them;
(b) cover a period that ended not more than four (4) months before the annual general meeting;
(c) be a comparative statement (except in the case of the first statement) including the latest completed financial year and the one preceding it; and
(d) include the following statements: statement of financial position, statement of operations, statement of changes in net assets and a statement of cash flows.
9.05 Audit/Review. The Association will have an audit or review performed in the following circumstances:
(a) where revenues exceed $250,000 in the previous fiscal year, and audit is required;
(b) where revenues are between $50,000 and $250,000 in the previous fiscal year, the requirement for an audit may be waived, but a review is required;
(c) where revenues are less than $50,000 in the previous fiscal year, the requirements for both an audit or a review may be waived by the members.
The waiver of an audit, or review, or both, as the case may be, must be passed by two thirds of the members voting on the resolution.
ARTICLE 10 AMENDMENTS TO BYLAWS
10.01 These bylaws may be amended by the board at any time by resolution. The amended bylaw is effective from the date of the resolution and then must be confirmed by the members at the next annual general meeting. If a bylaw is rejected by the members, the amendment ceases to be effective and no subsequent amendment having the same purpose or effect shall be effective until confirmed by the members. If a bylaw is not submitted to the members at the next annual general meeting, the amendment ceases to be effective until confirmed at a later annual general meeting.
ARTICLE 11 DISSOLUTION OF SPMA
11.01 SPMA can only be dissolved at either the annual general meeting or other general meeting whereby the majority of members vote to dissolve the corporation.
11.02 The funds collected by the Association shall only be used to accomplish the purpose specified in these bylaws. On dissolution of SPMA, any funds remaining shall be distributed to one or more organizations deemed qualified by the board of directors and voted on by the members.
MADE EFFECTIVE, by the board of directors the 23rd day of June, 2016.