SATA BYLAWS

1. Interpretation

In this bylaw:

• “Act” means The Non-profit Corporations Act, 1995 as amended.

1.2 "Annual Meeting" means the annual general meeting of the Association to be held as required by law.

• “Association” means Saskatchewan Advanced Technology Association Inc. (SATA).

1.3 "Bylaws" means this Bylaw and all other bylaws of the Association from time to time in force and effect.

1.4 "Board", “Directors” or “Board of Directors” means the Board of Directors of the Association.

1.5 “Member” means a member of the Association as permitted and approved by these bylaws.

1.5 “Member in good standing” means a Member who is not in default in payment of dues, fees, or assessments levied in accordance with these Bylaws, and who is not under suspension.

1.6 “Voting Member” means a Member who is entitled to vote under these Bylaws or the Act.

1.7 All terms not defined herein shall, and which are defined in the Act, shall have the same meaning as defined in the Act.

2. Objectives

The objectives of the Association are:

(a) to work with the membership to develop and enhance the technology sector in the province;

(b) to increase public awareness of technology and its role as a significant and growing contributor to our provincial economy;

(c) to facilitate the exchange of ideas, knowledge, expertise, and information among the membership;

(d) to represent the membership as a strong, united voice in dealings with all levels of government on issues of common interest and concern;

(e) to assist members in making more effective use of their finances through seminars, research, co-ordinated advertising and other activities;

(f) to work with industry and government to develop training programs that meet the needs of those currently employed in the sector, as well as those targeted at recruitment and retention;

(g) to provide an environment wherein private enterprise, educational facilities and institutions and government can work together to resolve issues of importance to the technology sector;

(h) to be non-partisan, non-sectional and non-sectarian in its activities. The

Association shall not, by resolution or otherwise, be committed to the support or endorsement of any political campaign on behalf of any candidate for public office; and

(i) subject to the Act, any profits or increases in the value of property of the

Association are to be used only to further the Association’s activities.

3. Membership

3.1 Members

All persons who are directly involved in Saskatchewan’s advanced technology sector for profit, or who provide support to such persons for profit, are eligible for membership in the Association.

3.2 Honourary Membership

The Association may at an Annual Meeting, upon the recommendation of the Board, elect any person as an Honourary Member of the Association in recognition for distinguished service to the Association. Honourary Members shall not be entitled to vote at any meeting of the Members, except as specifically required by the Act, and shall not be eligible to be on the Board.

3.3 Application for Membership

(a) Application shall be made in writing upon the form adopted by the Board of Directors and provided by the Association.

(b) The Application must be signed by the applicant and the Application must be accompanied by the membership fee.

(c) Applications for membership shall be reviewed by the Board of Directors. The Board may accept or reject any application without reasons and shall notify the applicant of their decision.

3.4 Fees

Membership fees shall be fixed by the Board and are payable at intervals as may be prescribed by the Board.

3.5 Suspension or Expulsion of Members

(a) A Member shall be subject to all the obligations and entitled to all of the rights granted by these Bylaws and any amendment(s) thereto.

(b) The Board of Directors may remove the name of any member from the roll whose fees or assessment remains unpaid 60 days after the due date. Upon such action, all privileges of membership shall be forfeited and the member will be notified in writing accordingly.

(c) The Board of Directors shall have the power to suspend or expel any member for cause or conduct of behaviour contrary to the interests of the Association.

3.6 Rights of Members

Subject to these Bylaws, each Member shall be eligible to attend meetings, shall be entitled to hold office, shall enjoy the powers and privileges and shall be subject to all duties, obligations and responsibilities of a Member. Each Member in good standing, except Honourary Members, shall have the following rights:

(a) Unless otherwise decided by the Board, to appoint a single representative or alternate representatives to attend meetings of the Association to which Members are entitled to attend. Unless otherwise permitted, nothing in this section shall permit a Member to have representatives at a single event exceeding the number of membership interests held by the Member in the Association.

(b) To vote for members of the Board as hereinafter provided.

(c) Unless otherwise decided by the Board, to receive the services normally provided by the staff of the Association.

3.7 Transferability

Memberships in the Association are not transferable.

3.8 Duties of Members

Each Member of the Association shall be subject to all the duties and obligations which are set forth in the Objectives and these Bylaws and, without limiting the generality of the foregoing, to the following duties, obligations, covenants and agreements:

(a) To be bound to pay the dues, fees and assessments levied in accordance with the provisions of these Bylaws, whether under suspension or not.

(b) By virtue of the application for and admission to membership in the Association, these Bylaws shall bind the Association and its members to the same extent as if they had been signed, sealed and delivered by the Association and by each of its members as a joint and several contract between the Association and its members, and between the members inter se, containing covenants on the part of the Association and of each of its members to observe and perform all of the provisions in these Bylaws, and that damages are an inadequate remedy for breach thereof, and that the Association in addition shall be entitled to injunctive relief as of right.

3.9 Resignation of Members

(a) A Member in good standing may resign from membership by submitting his or her resignation in writing and upon payment of all dues, assessments, or fines which may have been levied against the Member.

(b) Resignations shall be effective from the date that they are accepted by the Board.

(c) Every member who resigns or is expelled from membership shall upon the written request of a duly authorized officer of the Association return to the Association all documents and property of the Association which are in the Member’s custody and control.

3.10 Rejoining Association

A former member may rejoin the Association upon making a new application for membership, complying with the provisions of these Bylaws, and after the application is approved by the Board.

4. Government

4.1 Directors and Officers

The affairs of the Association shall be managed by a Board of Directors composed of a minimum of three (3) and a maximum of fifteen (15) directors elected by the Voting Members in accordance with section 5 of the Bylaws. At all times, the Board shall be comprised of at least one representative from a minimum of five of the following sectors:

a) Biotechnology

b) Communications

c) Directors at Large (maximum of four)

d) Electronics and Instrumentation

e) Environment

f) Health Technology

g) Information Technologies and Software Development

h) Manufacturing and Engineering

In the event that a particular sector does not provide a suitable person for such position, the Board is not obliged to fill such position, but may do so. Additional sectors may be added by the Directors, subject to approval of Members at the next Annual Meeting.

4.2 Offices and Composition of Board

(a) Elected Officers - the Officers of the Association shall consist of a President, Vice President, Second Vice President/Membership Services, a Secretary, and a Treasurer, each of whom shall be elected by the Directors at their first meeting following an Annual Meeting or at such time as the Board may deem appropriate in the event an elected officer vacates his or her position.

(b) Appointed Officers - the Past President of the Association shall be a member of the Board of Directors.

(c) The Board may, at its sole discretion, appoint at any time a maximum of two (2) non-voting advisors to the Board to serve until the next Annual Meeting. Such advisors need not be Members of the Association.

4.3 Term of Office of Elected Officers and Directors

(a) Subject to subparagraph (c), directors shall be elected for a term of two years, and may be re-elected for a maximum of two (2) additional 2 year terms, after which they must withdraw from the Board for at least two (2) years before allowing their name to stand again for the Board. Positions on the Board of Directors shall become available when:

(i) A position is vacated pursuant to Section 4.4 of the Bylaws.

(ii) The number of positions on the Board is decreased below the uppermost limit established in Bylaw 4.1.

(iii) Upon a Board resolution passed by at least 2/3 of the Directors, if a Director has missed three (3) consecutive board meetings and sufficient explanation of such absence has not been submitted and accepted by the Board.

(iv) The term for which a Director was elected, expires.

(b) The President, Vice President and Second Vice President may serve a maximum of two (2) consecutive years in any one position after which they must withdraw from said office for a period of at least two (2) years before allowing their name to stand again for that office.

(c) The first Annual Meeting (after enactment of these Bylaws) shall elect one half of the Board of Directors for a one (1) year term, and the balance for a two (2) year term. Thereafter, at each Annual Meeting, the Members shall vote only for those positions where the term has expired. (underlined portion added by Board decision June 12, 2001)

4.4 Duties of Directors

(a) The Board of Directors in addition to all the powers and authority which are by this Bylaw expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Association in general meetings except such as are by statute or this Bylaw expressly required to be done or exercised in a general meeting.

(b) The office of Director shall be vacated if the Director:

(i) resigns his or her office in a form or manner acceptable to the Board;

(ii) becomes of unsound mind or is found to be mentally incompetent; or

(iii) becomes insolvent or suspends payment or compound with his or her creditors;

provided that any act done in good faith by a Director whose office is vacated as aforesaid shall be valid unless, prior to doing such act, written notice has been served upon the Board, or an entry has been made in the minute book of the Association, stating that such Director has ceased to be a Director.

(c) No Director shall be disqualified by reason of his or her office from contracting with the Association either as a vendor, purchaser or otherwise, nor shall any contract or arrangement entered into by the Association with any Director who is in any way interested by avoided; nor shall any Director so contracting or being interested be liable to account to the Association for any profit realized from any such contract or arrangement by reason of such Director holding that officer or the fiduciary relation thereby created; but the nature of the Director's interest must be disclosed at the meeting of the Board at which the contract or arrangement is first taken into consideration if his or her interest then exists, or, in any other case, at the first meeting of the Board after the acquisition of such interest. If a Director becomes interested in a contract or arrangement after it is made or entered into, the disclosure of the interest shall be made at the first meeting of the Board held after he or she becomes so interested. Subject to the foregoing, a Director shall not be entitled to vote in respect of any contract or arrangement in which he or she is so interested, and shall be excused from the meeting while the vote is being conducted.

(d) A general notice that a Director is a member of any specified partnership, company or association and is to be regarded as interested in any subsequent transaction with such partnership, company or association, shall be sufficient disclosure under this clause and, after such notice, it shall not be necessary to give any further notice relating to any particular transaction with such partnership, company or association.

(e) Any Director may be removed from office by ordinary resolution at a special meeting of Members.

(f) The Board may meet for the dispatch of business, adjourn and otherwise regulate its meetings as it deems fit; provided that regular meetings of the Board shall be held at least quarterly.

(g) A meeting of the Board for which notice has duly been served and at which a majority of the Directors are in attendance shall be competent to exercise all or any of the authorities and powers vested in, or exercisable by, the Board.

(h) Questions arising at any meeting of the Board shall be decided by a majority of votes. In the case of equality of votes, the chairman of the meeting shall not have a casting vote.

(i) Meetings of the Board shall be held at any place in Saskatchewan or, with the consent of all Directors, at any other place.

(j) Meetings of the Board may be summoned at the request of the Chairman of the Board or at the written request of any four Directors. A meeting of the Board may be called on three working days' notice to each Director, verbally or in writing.

(k) Every Director or officer of the Association shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association from and against:

i) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about an action, suit or proceeding which is brought, commenced or prosecuted against him or her, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of such liability;

ii) all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof,

provided that such costs, charges or expenses which are occasioned by the Director's or officer’s own wilful neglect or default shall not be eligible for indemnification.

(l) Meetings of the Board or a committee of the Board may be held by means of such telephone or television communications facilities as permit all persons participating in the meeting to hear the proceedings, and a person participating in such a meeting by such means is deemed to be present at the meeting.

(m) A resolution signed by all Directors shall be as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted, shall be entered in the minute book of the Association accordingly and shall be held to relate back to any date therein stated.

(n) No remuneration shall be paid to the Directors while on Association business other than compensation for travel and sustenance at rates approved by the Board.

4.5 Duties of Officers

President - shall preside at all meetings of the Association

Executive Committee and the Board and is an ex officio member of all committees of the Association.

Vice-President - may perform duties of the President in the event of temporary disability or absence from duties, and further duties as may be assigned by the Board or the Executive Committee.

Second Vice-President - shall, in the absence of the First Vice-President, perform all other duties normally performed by the First Vice-President, and shall perform other duties as may be assigned to him/her by the Executive Committee or the Board of Directors. The Second Vice-President shall also perform duties relating to Membership Services.

Past President - shall be an ex officio member of the Board of Directors, and shall perform further duties as may be assigned by the Board or the Executive Committee.

Secretary - shall ensure that:

(i) the minutes of the meetings of the Executive Committee, the Board, and the Annual Meeting are kept;

(ii) proper books and records of the affairs of the Association are kept, which books and records shall be open for inspection by any Member of the Association upon reasonable notice;

(iii) due notice of all meetings of the Executive Committee, the Board and the general membership, as the case might be, shall be given;

(iv) Custody of the seal of the Association is maintained and that such seal is placed on all necessary documents executed.

Treasurer - shall ensure that

(i) Records of the income and disbursements of the Association are maintained as prescribed by the Board or by the accountants of the Association;

(ii) Records of the dues and assessments by the Members are maintained and that the Board is advised of any overdue accounts;

(iii) A report on the financial activities and status of the Association is made at every meeting of the Board; and

(iv) A complete financial report is prepared to be presented at the Annual Meeting.

4.6 Power to Borrow Funds

For the purpose of carrying out its objects the Association may, by resolution of the Board, borrow, raise or secure money in such manner as it sees fit.

5. Elections

5.1 Election Date

The Board shall annually, and not less that 60 days prior to the election date, establish a date for holding an election amongst eligible members for available positions on the board of Directors.

At the time the Board of Directors determines the election date, it shall also specify the manner and form for voting.

5.2 Nominations

(a) By Nominating Committee

(i) The Board shall establish a Nominating Committee to put before the membership names of individuals representing Voting Members who are willing to stand for election to the Board.

(ii) The Nominating Committee shall, in advance of the election date, notify in writing all Voting Members, of its nominees for the available Directors positions, the election date and voting procedures.

(b) By Member

Notwithstanding the Nominating Committee's recommendations, any Voting Member may nominate any other Voting Member in good standing for election to the Board. The nominee must be willing to stand for election and the nomination must be sponsored by at least one (1) other Voting Member in good standing.

If the voting method established by the Board in Bylaw 5.1 above:

(i) is by mail in ballot, then the Voting Member's nomination must be received by the Chairman of the Nominating Committee not less than 10 working days prior to the election date;

(ii) is by verbal or written ballot to be cast during an Annual Meeting, then the Voting Member's nomination will be accepted up to the time that nominations are declared during that meeting.

5.3 Votes and Declaration of Elected Directors

(a) Nominees standing for election receiving the most votes will be declared elected to the available Board positions.

(b) The results of election shall be announced during the Annual Meeting.

5.4 Appointment to Vacant Position

In the event a vacant position occurs on the Board during the course of the year, the Board of Directors may appoint a director as an interim replacement who will serve until the next Annual Meeting of the Association.

6. Meetings

6.1 General

The Association shall hold an Annual Meeting within 18 months of the incorporation of the Association, and thereafter within 15 months of the preceding Annual Meeting. A notice of the meeting shall be given to all Members, Directors and the auditor of the Association in writing at least fifteen and not more than fifty days in advance at the last known address of such parties.

6.2 Special

Special meetings of the Members may be called by the President, the Board, the Executive Committee or upon the written request of at least ten (10) percent of Voting Members.

6.3 Rules

All meetings of the Association shall be governed by Roberts Rules of Order.

6.4 Communication

Unless prohibited by the Act or the Bylaws, any minutes, resolutions, notices or other types of communication relating to the Association may be provided by mail, facsimile, email, personal delivery, or telephone, as the Board or the Secretary sees fit.

7. Voting

7.1 Quorum

The quorum for business to be carried on at meetings of the Association shall be as follows:

(a) for any meetings of the Members, at least 5 Voting Members in good standing;

(b) for any Board meeting, a majority of the Directors;

(c) for the Executive Committee, at least 2/3 of the Committee members; and

(d) for any other meeting, including other committees of the Association, a majority of those entitled to vote at the meeting.

7.2 Membership Meetings

(a) At any meeting of the Members, each Voting Member in good standing who is present shall have the right to one vote.

(b) All Voting Members or their proxies in attendance at any meeting of the Members shall be counted for purposes of determining a quorum.

7.3 Special Resolutions

Special Resolutions may only be voted on at the Annual Meeting. Advance notice in writing shall be given to all Voting Members of the special resolution at least fifteen days and not more than fifty days in advance. A special resolution may be voted by proxy in the manner outlined in Section 7.5 below.

7.4 Directors Meetings

The Board shall hold at least four (4) meetings each year. Each Director shall have one vote with resolution by a simple majority.

7.5 General Voting Rules

Proxy votes are permitted when in writing and signed by a Voting Member in good standing, provided that no Member shall hold more than one (1) proxy at any one meeting.

8. Committees

(a) The following committees shall be established and continued by the Association:

i) Education

ii) Government and Business Affairs

iii) Bylaws, Policies and Procedures

iv) Business Opportunities Development

v) Membership

vi) Communications and Promotion

vii) Financial

viii) Executive Committee, which shall be comprised of the President, Vice-President, Second Vice-President/Membership Services, Secretary, Treasurer, the Past President, and the Executive Director of the Association. The Chairs of any of the Association’s other committees may attend Executive Committee meetings at any time, but shall not be entitled to vote at such meetings.

ix) Such other committees that may be approved by the Board from time to time.

(b) Each committee shall meet as often as it deems necessary, or at the call of the President or 2 Members. Each committee shall be chaired by a Director, but other members of the committee need not be Members or Directors.

9. Financial

9.1 The Association shall maintain an account or accounts in the name of the Association at such chartered banks or other financial institutions as may be directed by the Board.

9.2 The Board of Directors shall, by resolution, prescribe how agreements, cheques, letters and other documents shall be signed.

9.3 The Board of Directors may, by ordinary resolution, authorize and empower the Executive Committee to borrow, raise or secure the payment of money in such a manner as it shall deem fit and may authorize the Board of Directors, or any number of them for or on behalf of the Association to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange or transferable instruments.

9.4 The Annual Meeting, by resolution, shall appoint a firm of Chartered Accountants to be accountants for the Association for the next year.

• The fiscal year of the Association shall run from April 1 to March 31 of each year, or such other dates as the Board may designate.

10. Amendment

10.1 The Bylaws of the Association may be amended by a majority vote of those present at any meeting of the membership provided notice shall be given in advance that an amendment to the Bylaws is to be proposed and provided a discussion of the proposed amendment shall have taken place at a regular or special meeting of the Board preceding the meeting of membership at which the proposed amendment is to be presented. A written copy of the proposed amendment shall be sent to the Board at least fifteen days in advance of the meeting it is to be discussed.

10.2 The Board may, by resolution by a majority of the Board present at the meeting referred to in paragraph 10.1, make, amend or repeal any Bylaws that regulate the activities and affairs of the Association. Any such resolution shall be presented to the next Annual Meeting of members for ratification as prescribed by the Act.