SASKATCHEWAN ARTISAN WINE AND SPIRITS ASSOCIATION INC.
TABLE OF CONTENTS
4. Membership Dues, Termination & Discipline of Members
5. Meetings of Members
7. Meetings of Directors
10. Dispute Resolution
11. Financial Disclosure
12. Amendments of Bylaws
13. Liquidation and Dissolution
14. Effective Date
In these and all other bylaws 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. “Associate Member” means has such means as described in Section 3.01 of these by-laws;
C. "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
D. “board” means the board of directors of the Corporation;
E. "by-law" means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
F. “Corporation” means Saskatchewan Artisan Wine and Spirits Association Inc.;
G. “director” means a member of the board;
H. “member” means either a Regular Member or an Associate Member of the Corporation;
I. “membership” means the membership of a Regular Member or an Associate Member of the Corporation;
J. "meeting of members" includes an annual meeting of members or a special meeting of members;
K. “Regular Member” has such means as described in Section 3.01 of these by-laws;
L. "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
M. "ordinary resolution" means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;
N. "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
The headings used in the bylaws are inserted for reference only and are not to be considered in constructing the terms thereof or to be deemed in any way to clarify, modify, or explain the effect of any such terms.
All terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act.
Words importing the masculine gender shall include the feminine, and words importing the singular shall include the plural and vice versa.
1.03 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End
The financial year end of the Corporation shall be the 31st day of December in each year, or on such other date as may be determined by the board.
1.06 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board may by resolution from time to time designate, direct or authorize.
The objects of the Corporation are:
A. to provide support and representation to the artisan wine and spirits producers of Saskatchewan;
B. to promote Saskatchewan-made artisan wine and spirits to consumers through marketing initiatives and quality assurances; and
C. to work with various levels of government to create a positive regulatory environment for Saskatchewan artisan wine and spirits producers.
3.01 Membership Conditions
Subject to the articles, there shall be two classes of members in the Corporation, namely, Regular Members and Associate Members. The board may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution.
The following conditions of membership shall apply:
A person is entitled to become a Regular Member if he/she meets the following criteria:
A. the person makes wine or spirits in Saskatchewan and holds all required permits;
B. the person meets all federal, provincial and municipal regulatory requirements;
C. the person, where an individual, is at least nineteen (19) years of age;
D. the person, produces a minimum of ten thousand (10,000) litres of finished product annually.
The term of Regular Member’s membership in the Corporation shall be annual, subject to renewal in accordance with the policies of the Corporation.
Each Regular Member is entitled to receive notice of, attend and vote at all meetings of members of the Corporation, and shall be entitled to one (1) vote at such meetings.
A person is entitled to become an Associate Member if he/she meets the following criteria:
A. the person is a commercial wine and spirits producer that is not otherwise eligible to be a Regular Member; or
B. subject to the discretion of the board, those with similar interests including tourism, suppliers, or such other interests determined to be appropriate by the board.
The term of each Associate Member’s membership in the Corporation shall be annual, subject to renewal in accordance with the policies of the Corporation.
An Associate Member is entitled to all privileges of membership except the right to vote at meetings of members and the right to be elected as a director or an officer of the Corporation.
3.02 Payments & Applications
Each application for Regular or Associate Membership may be accompanied by a payment, in agreement with the schedule of fees and dues which is updated from time to time by the board, for the purchase of a membership.
Applicants will be admitted to membership upon submitting a written or online application form prescribed by the board and the said application must be approved by the board and recorded in the minutes.
All memberships shall be subject to approval by the Board and the Board reserves the right to deny membership.
3.03 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by mail, courier, personal delivery, telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of not more than fifty (50) and not less than fifteen (15) days before the day on which the meeting is to be held.
4. MEMBERSHIP DUES, TERMINATION OF MEMBERSHIP & DISCIPLINE OF MEMBERS
4.01 Membership Dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation. Membership fees are not refundable.
4.02 Termination of Membership
A membership in the Corporation is terminated when:
A. the member dies, or, in the case of a member that is not an individual, when it is dissolved or ceases to legally exist;
B. a member fails to maintain any qualifications for membership described in Section 3.01 of these by-laws;
C. the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
D. the member is expelled in accordance with Section 3.03 of these by-laws or is otherwise terminated in accordance with the articles or by-laws of the Corporation;
E. the member's term of membership expires; or
F. the Corporation is liquidated or dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
4.03 Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
A. violating any provision of the articles, by-laws, or written policies of the Corporation;
B. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
C. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this Section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
5. MEETINGS OF MEMBERS
5.01 Annual Meetings & Calling Meetings
An annual meeting of members shall be held within four months of fiscal year end at a time and place to be fixed by the previous annual meeting or by the board.
The president may call a special meeting of members at any time; and the president shall call a special meeting upon the written request of at least 5% of the Regular Members.
5.02 Special Business
All business transacted at a special meeting of members or at an annual meeting of members, other than consideration of financial statements and an auditors’ report, election of directors and reappointment of an incumbent auditor, is deemed to be special business.
No special business may be transacted at a meeting of members unless the notice of meeting stated the nature of the business in sufficient detail to permit members to form a reasoned judgement thereon.
5.03 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
5.04 Chair of the Meeting
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 50% +1 of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
5.06 Votes to Govern
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
5.07 Voting & Robert’s Rules of Order
Regular Members shall vote by a show of hands except where a ballot is demanded by member either before or after a vote by show of hands.
Election of members to the Board shall be held by ballot.
Members will be permitted to give their voting proxy to other Members.
The conduct of meetings shall be governed by the latest revised edition of Robert’s Rules of Order.
6.01 Election and Term
Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term of three (3) years. Directors shall hold office until the conclusion of the meeting at which their successors are elected.
6.02 Removal of a Director
The Regular Members may, by special resolution at a meeting called for that purpose, remove any director(s) from office.
Where there is a vacancy on the board, the board may appoint an individual to sit on the board to fill such vacancy until the next annual general meeting of the members.
7. MEETINGS OF DIRECTORS
7.01 Calling of Meetings
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that, for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.
7.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than forty-eight (48) hours before the time when the meeting is to be held by one of the following methods:
A. delivered personally to the latest address as shown in the last notice that was sent by the Corporation;
B. mailed by prepaid ordinary mail to the director's address as set out in (a);
C. by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or
D. by an electronic document.
Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting.
7.03 Regular Meetings
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting.
The quorum at board meetings shall be a simple majority of the board.
7.05 Teleconference Meetings
Meetings of the board may be held via teleconference.
7.06 Votes to Govern
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board.
8.01 Description of Officers
Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
A. Chair of the Board - The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board and of the members. The chair shall have such other duties and powers as the board may specify.
B. Vice-Chair of the Board - The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board and of the members. The vice-chair shall have such other duties and powers as the board may specify.
C. President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
D. Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
E. Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.
The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
8.02 Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
A. the officer's successor being appointed,
B. the officer's resignation,
C. such officer ceasing to be a director (if a necessary qualification of appointment) or
D. such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
9.01 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
A. if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with Section 93 (Notice of directors) or 100 (Notice of change of directors) of the Act; or
B. if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
C. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
D. if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
9.02 Invalidity of any Provisions of this By-Law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
9.03 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
10. DISPUTE RESOLUTION
10.01 Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
10.02 Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
A. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
B. The number of mediators may be reduced from three to one or two upon agreement of the parties.
C. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
D. All costs of the mediators appointed in accordance with this Section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this Section shall be borne by such parties as may be determined by the arbitrators.
11. FINANCIAL DISCLOSURE
The directors shall place before the members at every annual meeting:
A. financial statements for the year ended not more than 6 months before the annual meeting;
B. the report of the auditor, if any; and
C. any further information respecting the financial affairs of the association.
The directors shall approve the financial statements and shall evidence their approval by the signature of one or more directors
No financial statement shall be released or circulated unless it has been approved by the directors.
The membership may vote at each annual general meeting to waive the official audit for the financial year.
The Corporation shall, not less than fifteen (15) days before each annual meeting, send a copy of its financial statements and report of the auditor if applicable to each member and to the Director, Corporations Branch, Saskatchewan Justice.
12. AMENDMENTS TO BYLAWS
The directors may, by resolution, make, amend, or repeal any bylaw that regulates the activities and affairs of the Corporation.
The directors shall submit a bylaw, or an amendment or repeal of a bylaw to the next meeting of Regular Members and the members may, by ordinary resolution, confirm, reject or amend the bylaw, amendment or repeal.
A bylaw, or an amendment or repeal of a bylaw is effective from the day of the resolution of directors until confirmed, confirmed as amended, or rejected by the Regular Members.
If a bylaw, or any amendment or repeal of a bylaw is rejected by the Regular Members or is not submitted to the next meeting of members, the bylaw, amendment or repeal thereof, ceases to be effective and no subsequent bylaw, amendment or repeal having substantially the same purpose or effect shall be effective until confirmed or confirmed as amended by the Regular Members.
13. LIQUIDATION AND DISSOLUTION
Upon dissolution of the Corporation, its assets shall be distributed in the following manner and priority:
A. first, by paying or making provision for payment of all existing liabilities and expenses related to the liquidation of assets;
B. second, by distributing any remaining assets, unless otherwise determined by the membership of the corporation, 50% to local organizations affiliated with the artisan wine and spirits business, and 50% to local Saskatchewan chapters of Social Responsibility Organizations, ideally related to alcohol or alcoholism.