bylaws

NorthSask Special Needs Incorporated

BYLAWS

August 8, 2024

Our Vision

NSN celebrates and values the inclusion and contribution of all people.

Our Mission

NSN provides opportunities for adults with cognitive disabilities to engage in a person-centred quality of life through programming, advocacy, and community participation.

Table of Contents

Article 1 Objectives of the Corporation
• Vision
• Mission
• Objectives

Article 2 Membership
Article 3 Areas of Activity
Article 4 General and Special Meetings
Article 5 Responsibility of Directors
Article 6 Authority of Directors
Article 7 Grievance Procedure
Article 8 Suspension or Expulsion
Article 9 Custody and Use of Seal
Article 10 Amendments of Bylaws
Article 11 Dissolution

Appendix A Directors Portfolios
Appendix B Rules and Procedures Governing the Election of Directors
Appendix C-1 Code of Ethics (Copy of Member)
Appendix C-2 Code of Ethics (Original – Retained by Corporation)

BYLAWS

ARTICLE 1 – Objectives of the Corporation

Our Vision:
NSN celebrates and values the inclusion and contribution of all people.

Our Mission:
NSN provides opportunities for adults with cognitive disabilities to engage in a person-centred quality of life through programming, advocacy, and community participation.

Our Objectives:
• To address service and infrastructure deficiencies in the areas of support, prevention and education services, housing, employment, and recreation for vulnerable people.
• To work in partnership with individuals, families, community agencies, and governments in addressing target population needs.
• To ensure the community has sustainable capacity to address the needs of vulnerable people.
• To act as a service delivery agent of Government, or other funded programs delivering services to vulnerable people.

For the purpose of this Corporation, vulnerable people are defined as:
• Individuals with mental or physical disabilities either of a congenital nature or acquired subsequently.
• Individuals with chronic addictions.
• Impoverished and homeless individuals.

ARTICLE 2 – Membership

  1. Membership in the Corporation shall be open to any person or organization with a committed desire to support the interests of vulnerable people.
  2. Membership in the Corporation will be contingent upon signature signifying agreement with the Corporation’s Code of Ethics contained as Appendix “C” of these bylaws.
  3. Any member may withdraw from the Corporation at any time by notice to the Directors.
  4. All memberships expire on March 31st of each year. Persons wishing to remain ‘members in good standing’ must renew their membership prior to March 31st of the current year.

ARTICLE 3 – Areas of Activity

  1. The activities and interests of the Corporation shall be directed throughout the catchment area of La Ronge, Air Ronge, and the Lac La Ronge Indian Band within northern Saskatchewan.
  2. The area in or towards which the activities and interests of this Corporation shall be carried on or directed may, from time to time, be altered or extended by resolution of the Directors of the members.

ARTICLE 4 – General and Special Meetings

  1. An annual General Meeting (AGM) of the members shall be held once per calendar year, no later than fifteen (15) months from the date of the last AGM and not more than four (4) months from the date of the fiscal year end.
  2. Fifteen (15) days’ notice shall be given in writing to members prior to the AGM, provided his or her membership has been valid prior to March 31st of the year in which the meeting is being held.
  3. Notice of the AGM shall be given to the members by means of NSN Social Networking, posters, advertisements, or individual notices, as may be decided by the members in a general meeting, or by the Directors.
  4. Voting shall be by the show of hands except where a secret ballot is requested by at least four (4) members of the Corporation.
  5. You are ineligible for election or appointment as a Director if you are a current employee of the organization or an immediate family member.
  6. A simple majority of votes cast shall determine the voting results. Notwithstanding the preceding, except in the case of the election of Directors, the number of abstainers shall be recorded.
  7. Each individual member who held a current year membership prior to March 31st of the year in which the AGM or election is being held and is in good standing shall be entitled to vote.
  8. Each organization member who held a current year membership prior to March 31st of the year in which the AGM or election is being held and is in good standing shall be entitled to one vote during the Special or AGM.
  9. Any Director or general member in good standing of the Corporation may, with the signatures of a quorum of general members that held a current year membership prior to March 31st, call a Special Meeting of the Corporation, to address a concern of significant import to the Corporation.
  10. See Appendix “B” for the rules and procedures governing the nomination and election of Directors.
  11. The Corporation intends that common sense will govern the conducting of Corporation General and Special Meetings. Notwithstanding the preceding, where these bylaws are silent regarding procedural issues, and where the need arises for precision in conducting Corporation business, Robert’s Rules of Order will prevail.
  12. The location of any meeting of Members shall be determined by the Board and may include holding a meeting by means of a telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting.

ARTICLE 5 – Responsibility of the Directors

  1. The management and administration of property and affairs of the Corporation shall be vested and exercised by the Board of Directors, herein called “the Directors.”
  2. a) The Board of Directors shall consist of up to nine (9) members, to be elected at the Annual General Meeting.
    b) The term of office for Directors so elected shall be for a period of two years.
    c) See Appendix “B” for the schedule of Director positions.
    d) Following election at the Annual General Meeting, elected Directors may be assigned committee roles by a simple majority vote at the first Board of Directors meeting following the Annual General Meeting.
  3. Directors will be deemed chairperson of the committee (e.g., Finance: Chairs the Finance Committee) and will be responsible for the operation of that committee in collaboration with the Executive Director.
  4. Should a vacancy on the Board of Directors exist, the Directors may appoint any person over the age of 18 years to fill such vacancy to complete the term until the next Annual General Meeting. If not a member already, such person shall agree to become a member of the organization and will provide a criminal record check prior to taking in any proceedings of the board.
  5. Any Director absent from two (2) consecutive meetings of the Board of Directors shall vacate his or her office unless a valid reason for non-attendance is presented to and satisfies the remaining Directors.
  6. A retiring Director shall be eligible for re-election.
  7. The Directors may meet together for the dispatch of business and/or otherwise regulate as they determine.
  8. At least half of the current members of the Board of Directors shall be present in person or virtually to constitute a quorum for the purpose of a Director’s meeting.
  9. In the case where a motion is required between Directors’ meetings, an email motion will be accepted if a Quorum of Directors responds. Electronic Motions shall be reviewed and recorded in the minutes of the next in-person meeting.
  10. The Chairperson of the Board of Directors shall vote only to break a tie amongst the other Directors.
  11. Progress reports shall be made by the Directors, including a Financial Report, at each Annual General Meeting.
  12. Notice of Board of Directors meetings and supporting materials shall be provided to the Directors at least one week prior to the date of the meeting.
  13. The portfolios assigned to the Board of Directors shall become the responsibilities of the Directors appointed to chair such committees in collaboration with the Executive Director.

ARTICLE 6 – Authority of Directors

  1. The Directors shall have the responsibility to manage all the affairs of the Corporation between Annual General Meetings in accordance with the bylaws and to do all such things that are not specifically reserved to the Corporation in general meetings by the bylaws.
  2. The Directors shall have the authority to engage and discharge employees on such terms as it may direct, to meet the general objectives of the Corporation, in accordance with NSN’s policies.
  3. The Directors shall have the authority to appoint standing and special committees, as it deems necessary.
  4. The Directors shall have the authority to conduct or to authorize the conduct of fundraising activities by public or private bodies. No other person, persons or body may do so without authorization of the Directors.
  5. No Director or immediate family member may be a salaried employee of the Corporation. If invited by the Directors, salaried employees may attend meetings to offer consultation as ex-officio members.
  6. No Director shall receive any remuneration for action as such. However, a Director may be indemnified for his or her expenses incurred on behalf of the Corporation as a Director.
  7. No individual Director shall act, speak, or represent an issue on behalf of the Corporation without the support of the Board of Directors as a whole. Committee Chairs have the support of the Board of Directors at the next scheduled meeting.
  8. Director portfolios are outlined in Appendix “A” of these bylaws.

ARTICLE 7 – Grievance Procedure

All Corporation members, both general and Directors are directed to refer to the Code of Ethics contained as Appendix “C” of these bylaws, to ensure a respectful process during times of potential disagreement.

  1. General members with a concern regarding a Corporation decision may have that issue addressed by taking action in the following order:
    a) Request that the issue be placed on the agenda of a regular meeting of the Board of Directors and attend that meeting to speak to the concern. The intention is that the Board of Directors will give full and unbiased hearing to the concerns and will attempt to obtain a consensus solution in collaboration with the Executive Director where appropriate.
    b) Volunteer to sit as a member of the Committee with responsibility for the issue in question.
    c) With the signatures of a quorum of general members that held a current year membership prior to March 31st, call a special meeting of the Corporation, to address the concern in collaboration with the Executive Director where appropriate.
    d) The Corporation intends that the contributions of all Corporation members will be valued and will attempt to reach a solution supported by all. Notwithstanding the preceding however, the Board of Directors retains final responsibility for conducting the business of the Corporation.

  2. Directors with a concern regarding a Corporation decision may have that issue addressed by taking action in the following order:
    a) Speak forthrightly on the matter when it arises during a regular meeting of the Directors.
    b) Raise the issue with the Chair of the Committee with responsibility for the issue in question.
    c) Request the Board Chairperson to have the issue revisited at a regular meeting of the Board of Directors and attend that meeting to speak to the concern. The intention is that the Board of Directors will give full and unbiased hearing to the concern and will attempt to obtain a consensus solution.
    d) With the signatures of a quorum of general members that held a current year membership prior to March 31st, call a special meeting of the Corporation, to address the concern.
    e) The Corporation intends that the contributions of the Corporation members will be valued and will attempt to reach a solution supported by all. Notwithstanding the preceding however, the Board of Directors retains the final responsibility for conducting the business of the Corporation.

ARTICLE 8 – Suspension or Expulsion

The Director or Members may by resolution suspend or expel any member or Director who violates the Code of Ethics incorporated as Appendix “C” to this bylaw, or upon proof of action or behavior detrimental to the best interest of the Corporation.

  1. Upon suspension or expulsion, the member shall be deemed to have vacated any office or position in the Corporation held by him or her.
  2. There shall be a right of appeal to the next Annual General Meeting or special meeting of members, whichever comes first, in the event of an expulsion or suspension.

ARTICLE 9 – Custody and Use of Seal

  1. The seal of the Corporation shall be in the custody of the Secretary, or such other person as may be designated by the Directors, and all papers or documents required to be sealed on behalf of the Corporation shall be sealed in the presence of the Chairperson and the Secretary, or of such other person as may be designated by resolution of the Directors.

ARTICLE 10 – Amendments of Bylaws

  1. The bylaws may be amended only in the manner provided in The Non-Profit Corporation Act.

ARTICLE 11 – Dissolution

  1. Upon dissolution of the organization and after payments of all debts and liabilities, its remaining assets shall be distributed to one or more qualified donees described in section 149.1 of the Income Tax Act (Canada), provided that the qualified donees also meet the requirements of subsection 209(5) of the Non-Profit Corporations Act of Saskatchewan, 1995.

APPENDIX “A”
DIRECTOR’S PORTFOLIOS

BOARD EXECUTIVE ROLES

CHAIR:
• Establish the agenda for regular Board meetings in collaboration with the Executive Director, with contribution from other Board members.
• Ensure Board business is handled in an orderly manner at Board meetings.
• Chair the Annual General Meeting.
• Represent the Corporation to the general public upon occasion.
• Vote on motions where necessary to break a tie.
• Ensure updating of Corporation Branch requirements.

VICE-CHAIR:
• Conduct Chairperson duties in support of or in the absence of that person.
• Conduct any required staffing actions of the Board, in concert with the appropriate Committee Chair.
• Other sundry duties as required.

SECRETARY:
• Record and distribute Board minutes.
• Ensure maintenance of motion book.
• Hold custody of the seal.
• Ensure maintenance of membership list.
• Ensure updating of Corporation Branch requirements.
• Liaise with the Executive Director and Staff when required for preparation of documents and materials required by the Board and for Board meetings.
• Other sundry duties as required.

FINANCE DIRECTOR:
• Ensure maintenance of Board’s financial records.
• Ensure signing authorities are up to date.
• Assist with budgets.
• Ensure documents are sent promptly to governmental agencies requiring them.
• Ensure monthly, quarterly, and annual financial reports are completed and presented for approval.
• Liaise with the Executive Director and Staff for preparation of financial details and reports required by the Board and for Board meetings.
• Report the financial status of all accounts and legal documents.
• In collaboration with the Executive Director, develop, maintain, and revise (if necessary) any financial policies and guidelines.
• Other sundry duties as required.

MEMBERS AT LARGE (up to 2):
• Can be assigned committee Portfolio duties as the need arises.

APPENDIX “B”
RULES AND PROCEDURES GOVERNING THE ELECTION OF DIRECTORS

SCHEDULE OF ELECTION OF DIRECTORS

It is the intention of these bylaws that all Board positions will be elected for 2-year terms. The following schedule will determine which positions will be subject to the election process. With the exception of the Executive Board positions, the Board of Directors shall be elected into Member at Large positions whereby committee roles may be determined by a simple majority vote at the Board of Directors meeting following the Annual General Meeting.

a) Even-Numbered Years
• Vice-Chair
• Secretary
• Members at Large

b) Odd-Numbered Years
• Chair
• Finance Director
• Members at Large

NOMINATION AND ELECTION PROCEDURE

a) Each individual member who held a current year membership prior to March 31st of the year in which the AGM or election is being held and is in good standing shall be entitled to one vote.
b) The nomination and election for each vacant Director position shall be conducted and concluded prior to the nomination and election of the next vacant Director position.
c) The order of Director positions to be elected shall be:
i) Chair
ii) Vice-Chair
iii) Secretary
iv) Finance Director
v) Member at Large (up to 3 for a total of 9 Directors)
d) In even-numbered subsequent years, the order of Director positions to be elected shall be:
i) Vice-Chair
ii) Secretary
iii) Member at Large (up to 3 for a total of 9 Directors)
e) In odd-numbered subsequent years, the order of Director positions to be elected shall be:
i) Chair
ii) Finance Director
iii) Member at Large (up to 3 for a total of 9 Directors)
f) The nomination and election process shall be governed and conducted by a fair and objective NSN Board Chair (or designate) who will act as the Electoral Officer.
g) For each Director position, and in the order determined by d), e) or f) preceding, the Electoral Officer shall call for nominations from the general membership.
h) Each nomination shall be made by a nominator and supported by a seconder, both of whom shall be members in good standing.
i) When the Electoral Officer has determined that no additional nominations are forthcoming for that Director position, he or she shall call nominations closed.
j) The Electoral officer shall determine the age and membership eligibility for each nomination and shall then ask each nominee if she or he wishes to allow his or her name to stand for election.
k) If only one eligible person is nominated by the time nominations close, that person shall be considered elected by acclamation.
l) When the final list of nominees has been determined, the Electoral Officer shall call upon each nominator to speak to the merits of their nomination, to be followed by the nominee. The order to be followed shall be alphabetic by last names of the nominee. Each nominator and nominee shall be allowed two (2) minutes to speak to the merits of the nomination.
m) Voting shall be by show of hands unless a secret ballot is requested (as per Article 4.4.); each individual and organization member in good standing shall be eligible to vote.
n) The Electoral Officer shall count the votes and identify the person elected to the general membership prior to conducting the nomination process for the next vacant Director position.
o) The winning candidate shall be determined by a simple majority of cast ballots. The number of abstainers shall not be recorded.
p) Where the results of the election are inconclusive, such as in a tie vote, the Electoral Officer shall conduct a run-off election between the tied candidates.
q) If a secret ballot is conducted, all cast ballots shall be discarded, in secret, by the Electoral Officer.

APPENDIX “C-1”
CODE OF ETHICS

  1. As a member of the NorthSask Special Needs Inc., I pledge to honor and respect the Vision Statement, Mission Statement, and Objectives of the Corporation as contained in Article 1 of these bylaws.
  2. As a member of the NorthSask Special Needs Inc., I will conduct myself in a manner that brings respect and credibility to the Corporation and myself.
  3. When I am in a potential Conflict of Interest position, I pledge to remove myself from related decision-making processes.
  4. I will assume the responsibility to bring forward any grievance, compliment, or criticism that I may have regarding Corporation activities in an appropriate manner.
  5. I will endeavor to work in a cooperative manner with other groups, organizations, and individuals in meeting the objectives of the Corporation.
  6. As a member of NorthSask Special Needs Inc., I agree to be held accountable to the responsibilities that are before me and to act and make decisions in a fiscally responsible manner.
  7. As a member of NorthSask Special Needs Inc., I agree to sign and abide by the confidentiality requirements of the organization.

Duplicate copy to be retained by the member.
The original has been signed by the member and retained by the Corporation.

APPENDIX “C-2”

CODE OF ETHICS

  1. As a member of the NorthSask Special Needs Inc., I pledge to honor and respect the Vision Statement, Mission Statement, and Objectives of the Corporation as contained in Article 1 of these bylaws.
  2. As a member of the NorthSask Special Needs Inc., I will conduct myself in a manner that brings respect and credibility to the Corporation and myself.
  3. When I am in a potential Conflict of Interest position, I pledge to remove myself from related decision-making processes.
  4. I will assume the responsibility to bring forward any grievance, compliment, or criticism that I may have regarding Corporation activities in an appropriate manner.
  5. I will endeavor to work in a cooperative manner with other groups, organizations, and individuals in meeting the objectives of the Corporation.
  6. As a member of NorthSask Special Needs Inc., I agree to be held accountable to the responsibilities that are before me and to act and make decisions in a fiscally responsible manner.
  7. As a member of NorthSask Special Needs Inc., I agree to sign and abide by the confidentiality requirements of the organization.