Saskatchewan Water and Wastewater Association Incorporated
Article 1 Name Article 2 Objective
Article 3 Registered Office Article 4 Corporate Seal Article 5 Membership Article 6 Board of Directors
Article 7 Duties of Board Members Article 8 Elections
Article 9 Membership Meetings Article 10 Financial Affairs Article 11 Amendments
Article 12 Liquidation and Dissolution
Article 1 Name
A. 1. The name of the Association shall be the "Saskatchewan Water and Wastewater Association Incorporated".
Article 2 Objective
A. 1. The objective of the Association is to provide an opportunity for education, training and skill enhancement to the staff involved in the day to day operation and maintenance of water and wastewater systems.
Article 3 Registered Office
A. 1. The registered office of the Association shall be at the location of the secretary unless otherwise specified by the Board of Directors.
Article 4 Corporate Seal
A. 1. The Corporate seal shall contain the registered name of the Association and the year founded.
Article 5 Membership
A. 1. There shall be two classes of membership.
- "Associate Supplier Member" shall be defined as a company and/or person in the business of supplying goods and/or services to the water and/or wastewater industry.
- Each associate member in good standing is eligible to be considered for appointment to any committee by the Board of Directors.
- 1. Membership applications shall be classified and processed by the membership committee.
- 1. Membership Fees shall be set at the Board of Directors.
- 1. Each regular and associate member is in good standing if the annual dues have been paid and the membership has not been suspended or revoked.
- 1. Each regular and associate member has the duty to support the objectives of the Association, its Board of Directors, and fellow members. Members should attend and participate in all general meetings and committees to which they may be appointed. All members shall pay the dues set by the Board of Directors.
- 1. Any membership may be suspended or revoked, by the Board of Directors, for conduct prejudicial to the Association.
- 1. Any member may tender his/her resignation to the membership committee. Upon termination of membership, the member is not entitled to any refund or membership fees paid.
- In the event any current member is no longer eligible for membership as stated in article 5.A of the constitution, he/she shall be considered a member in good standing, and entitled to all privileges thereof, for a period of six months from the date eligibility ceased.
Article 6 Board of Directors
- 1. The Board of Directors, hereinafter called the "Board" shall be responsible for conducting the business of the Association.
- 1. The Board shall consist of not less than five and nor greater than eleven members, of which not less than five be elected and not more than three be appointed.
2. Only regular members may aspire to an elected office of the Association.
- 1. The Board shall always consist of an odd number of voting members.
- 1. Only members of the Board can vote at Board meetings.
- 1. The Board shall have the authority to appoint not more than three members in good standing to the Board, and to grant voting privileges to appointed Board members as deemed necessary.
- Appointed Board members shall only be allowed to hold the position of Directors. The duration of the term shall be at the discretion of the Board.
- The president, at the discretion of the Board, shall petition the provincial government and the supplier members to submit names of individuals they wish to represent them, to the Board. The Board shall select one representative from each for appointment to the Board.
F. 1. Except at stated in F.1.1.1 of the constitution, the Board shall consist of the following offices: Past President, president, vice president, secretary/treasurer and Directors.
- The immediate past president shall serve a two year term on the Board. In the event that the president is elected to a second term, the past president position shall be eliminated and one more Director shall be elected to the Board.
- Each Director shall hold office for a term of two years.
- The nominee for president shall be a current elected Board member.
- The president can not serve more than two consecutive terms.
- One half, or as close thereto, of the elected members of the Board shall be elected one year, and the other half, or as close thereto, shall be elected the following year.
2. In the event that an elected position on the Board is vacated before the term expires, it may be filled by appointment by the Board until the next general meeting, at which time the position shall be filled by election to serve the balance of the term. This appointment shall be exempt from article 6.B.1. of the constitution.
G. 1. The Board may, by majority vote, appoint and/or terminate any committee needed to carry out the business of the Association, and set guidelines, objectives and criteria under which the committee shall function.
- The Board may, by majority vote, appoint any member in good standing to represent the Association on any committee as may be required, or may terminate any appointment as deemed necessary.
Article 7 Duties of Board Members
A. 1. The president shall be the chief executive officer of the Association and shall, to the best of his/or ability, ensure that the goals and objectives of the Association are pursued.
2. The president shall chair meetings of the Association and Board of Directors.
- 1. The vice president shall, when requested to do so by the president or in the absence of the president, assume the duties of president.
- 1. The secretary/treasurer shall record minutes of all general and Board meetings, and shall maintain the financial records of the Association.
- 1. The Directors shall manage the affairs of the Association.
- The Directors and officers of the Association shall conduct themselves honestly and faithfully and shall exercise care and diligence in the execution of their duties.
Article 8 Elections
- 1. Elections for Directors shall be held at the regular annual meeting of the Association in accordance with Article 6.B.2 and 6.F.1.5. of the constitution.
- 1. Voting procedure shall be in accordance with articles 5.A.1.2. and 5.A.1.3. of the constitution.
2. Voting during elections shall be conducted by secret ballot.
- All candidates names shall appear on the ballot.
- All candidates have the right to briefly address the membership prior to the casting of ballots.
4. Ballots shall be distributed and counted by two Board members and two other members. These members must not have nominated or seconded a nomination, or be aspiring to office.
C. 1. In the event that expired term positions and partial term positions must be filled, the candidates receiving the highest number of votes shall be declared elected in the expired term positions, and the candidates receiving the next highest number of votes shall be declared elected to complete the partial term positions.,
D. 1. In the event a tie exists for any position other than the president and/or vice president, the election chairman shall instruct that the ballots be recounted. If a tie still exists, the candidates’ names shall be placed in a draw. One name at a time shall be drawn and declared elected until all positions have been filled.
- In the event a tie exists for the positions of president and/or vice president, the election chairman shall instruct that the ballots be recounted. If a tie still exists, the election chairman shall call for a second ballot to be cast. If a tie exists on the second ballot, the election chairman shall instruct that the ballots be recounted. If a tie still exists, the candidates’ names shall be placed in a draw. One name at a time shall be drawn and declared elected until all positions have been filled.
Article 9 Membership Meetings
A. 1. At least one annual meeting of the membership shall be called by the president of the Association.
2. Meetings of the membership shall be announced to the members not less than twenty one days prior to the meeting date.
3. Ten percent of the regular membership shall constitute a quorum for a membership meeting.
B. 1. Special meetings of the membership may be called by the president, at the discretion of the Board, and shall be in accordance with articles 9.A.2 and 9.A.3 of the constitution.
Article 10 Financial Affairs
- 1. The fiscal year of the Association shall end on the thirty first day of July of each year.
- 1. The Directors of the Association shall cause to be kept proper records and accounts of all transactions of the Association.
- The financial records of the Association shall be audited annually not later than eight weeks after the fiscal year end of the Association.
- The person and/or agency conducting the audit must be competent in generally accepted book keeping and auditing procedures.
- A copy of the audited financial statement and auditors report shall be presented to the membership at the annual meeting.
- The Board shall approve the financial statements and shall evidence their approval by the signatures of the president, treasurer and other Director.
- No financial statement shall be released or circulated unless it has been approved by the Directors and is accompanied by the report of the auditor.
Article 11 Amendments
A. 1. This constitution may be amended by a written notice of motion submitted by any regular member to the Board not less than thirty days prior to the date of the annual meeting.
2. The notice of motion shall carry the signatures of the mover, the seconder and one other regular member.
B. 1. A two thirds majority vote by the regular members present is required for adoption of amendments.
Article 12 Liquidation and Dissolution
- 1. Dissolution of the Association shall be initiated by written notice of motion submitted to the Board by any regular member not less than thirty days prior to the annual meeting.
- 1. A two thirds majority vote by the regular members present is required for passage of the motion to dissolve.
- 1. The liquidation and dispersal of assets shall be executed, by the last duly elected Board, as directed by the majority of the regular members present.
2. Commencement of dissolution shall begin not less than one hundred eighty days after passage of the motion to dissolve and shall be completed within fourteen months of that date.