Constitution

SECTION 3: CONSTITUTION

A. ARTICLES OF CONTINUANCE

* The Saskatchewan Library Association is registered with the Government of Saskatchewan under the Non-Profit Corporations Act. Its Non-Profit Corporation Number is: 201524. The following Articles of Continuance are as filed with the Non-Profit Corporations Branch.
* Articles of “Continuance” is the proper term, which is derived from when SLA was formed in the 1950’s under the Society’s Act. When the Act ceased to exist in 1981, SLA was incorporated under the Non-Profit Corporations Act. Although new corporations forming today take the term Articles of “Corporation”, SLA retains the old format as per the requirements of the Non-Profit Corporations Branch.

Articles
1. Name of Corporation: Saskatchewan Library Association
2. The municipality in which the registered office is to be situated: City of Regina
3. Classes of membership: outlined in Schedule 1.
4. Right, if any, to transfer membership interest: None, except in the case of institutional members where the voting delegate may be changed after due notice has been given as prescribed in Schedule 1, Section 4.
5. Number of (minimum and maximum number) Directors: Not fewer than 3 directors, at least two of whom are not officers or employees of the corporation or its affiliates and not more than 15.
6. The corporation is a __ membership corporation _X_ or a charitable corporation.
7. Restrictions, if any, on activities the corporation may carry on or on the powers the corporation may exercise: The activities of the corporation are restricted to those in furtherance of the following object(s):

• To provide workshops and seminars on continuing education for library staff
• To educate people on the importance of libraries in their communities
• To educate people on the cultural development of the province

In furtherance of the above objectives the Association will:

• Identify and respond to issues and situations that affect library staff and libraries
• Promote communication and cooperation among libraries in the province of Saskatchewan
• Promote high literacy levels among Saskatchewan children
• To do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and exercise of the powers of the association

8. Persons to whom remaining property is to be distributed in the course of liquidation and dissolution of the corporation: After all debts and liabilities of the Association have been paid the remaining assets shall be distributed to a registered Canadian Charity or another qualified donee described in paragraph 149.1(1) of the Income Tax Act as may be decided upon by the Association in a general meeting provided that the qualified donee also meets with the requirements of Subsection 209(5) of The Non-profit Corporations Act, 1995.”
9. Other provisions, if any: None

Articles – Schedule 1 Classes of Membership
There shall be the following classes of membership:

1. Individual members, with power to vote, shall include anyone interested in library service in Saskatchewan, who may become members of the Association after application for individual membership and payment of the prescribed annual fee.
2. Honourary Life memberships shall be awarded upon recommendation of the Board of Directors. Recipients shall not be required to pay a membership fee, may hold office, shall be eligible to vote, and may serve on Committees of the Association. Previously paid Life Members will be included in this class.
3. Institutional membership shall be available to libraries or other institutions or organizations interested in the objectives of the Association upon application for membership and payment of the prescribed annual fee. Each institutional member must nominate, by notice sent in writing to the Treasurer of the Association, a delegate to represent it at meetings of the Association. This delegate has the right to vote as a voting member with all the rights of an individual member, but the delegate may not be changed except after written notice of such change has been sent to and received by the Treasurer of the Association.
4. Associate membership shall be extended to individual members of other Provincial Library and cultural organizations approved by the Associations’ membership at a general meeting. Upon application and payment of a prescribed annual fee such members shall receive the Association’s member communications and member rates at conferences. They are not eligible to vote or hold office, but may participate on committees of the Association.
5. Reciprocal membership may be extended to other volunteer associations that substantially share the goals and objectives of the Saskatchewan Library Association. The Board of Directors enters into a mutual exchange with the reciprocal organization upon the approval of both groups. The President, or delegate, of each reciprocal group may attend each other’s meeting as non-voting observers, participate on committees, issue joint briefs or endorse each other’s positions. There is to be no membership fee for such exchange. The Board of Directors shall notify the members of new reciprocal members on a regular basis.

B. BYLAWS

Section 3.1 – Interpretation
3.1.1 In these Bylaws:
3.1.1.1 “Board” means “Board of Directors”.
3.1.1.2 “Changeover meeting” means the meeting at which the retiring directors, continuing and incoming directors meet. See 3.5.2.1 for further clarification. 3.1.1.3 “Committee” means a small group of members or friends of the Association whose convenor is a member of the Association appointed by the Board of Directors to carry out specific business of concern to the Association.
3.1.1.4 “Delegate” means a member of the Association who represents the Association at meetings of other organizations.
3.1.1.5 “Director” means an elected or appointed official who is a member of the Board of Directors.
3.1.1.6 “Ordinary resolution” means a resolution passed by a majority of the votes cast by the members who voted in respect of that resolution.
3.1.1.7 “Special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast by the members who voted in respect of that resolution or signed by all the members entitled to vote on that resolution.

Section 3.2 – Definition
The Saskatchewan Library Association is a voluntary, non-profit, charitable membership corporation composed of individuals and institutions sharing a common interest in the objectives of the Association. SLA achieved charitable status in 2003.

Section 3.3 – Mission
3.3.1 Mission
The Saskatchewan Library Association provides Saskatchewan library staff and libraries with information exchanges, education and advocacy, to enable to a province-wide integrated system of libraries and library services.
3.3.2 Roles of the Association
The Association achieves this mission by fulfilling the following roles: a) encouraging communications and fellowship among members, library staff and others; b) fostering continuing education for library staff; c) identifying and responding to issues and situations that affect library staff and libraries; d) supporting the principles, standards, and practices that are essential to the provision of excellent library service; e) promoting cooperation among libraries; f) promoting libraries as integral parts of their communities; g) partnering with other cultural organizations in promoting the cultural development of the province; h) partnering with other library associations to achieve common objectives

Section 3.4 – Membership
3.4.1 Membership Fee
The membership fees for each class of membership shall be determined by the Board of Directors, subject to the approval of the general membership of the Association.
3.4.2 Membership Year
The Membership year begins in the month when a member’s fees are received by the Association.
3.4.3 Good Standing
To be in good standing, a member must have paid his/her annual membership fee.
3.4.4 Members at AGM/Conferences
Members purchasing new or renewed memberships at a SLA conference will be admitted to the current year’s meeting of the General Membership as voting members of the Association. They will be entitled to the membership rate for the said conference.
3.4.5 Withdrawal from the Association
Any member may withdraw from the Association at any time by sending notice in writing to this effect to the Treasurer of the Association, but upon withdrawal, the member shall not be entitled to a refund of any portion of the fees, which may have been paid.
3.4.6 Membership List
A list of members entitled to receive notice of a meeting and arranged in alphabetical order shall be kept by the Executive Director or his/her delegate and at the registered office of the Association.

Section 3.5 – Board of Directors
3.5.1 The Association shall be governed by a Board of Directors composed of no more than 15 members:
3.5.1.1 Four executive officers who shall be:
a) the President,
b) the Vice-President, who shall also be designated President- Elect, and who shall be elected annually,
c) the Treasurer, who shall be elected in every second year,
d) the immediate Past President, and
e) these officers together with the Executive Director shall constitute the Executive Committee of the Association (see Section 3.7).
3.5.1.2 One Director for Education, who shall be elected for a two year term during odd years (2001, 2003, etc.) in order to preserve overlapping terms of office. 3.5.1.3 One Director for Communications, who shall be elected for a two year Term, during even years (2000, 2002, etc.)
3.5.1.4 One Director for Membership who shall each be elected for a two year term during odd years (2001, 2003, etc.) in order to preserve overlapping terms of office. 3.5.1.5 One Director for Fundraising who shall be elected for a two year term during even years (2000, 2002, etc.) in order to preserve overlapping terms of office. 3.5.1.6 One Director for Academic Libraries, who shall be elected for a two year term, during odd years in order to preserve overlapping terms of office.
3.5.1.7 One Director for Special Libraries who shall be elected for a two year term, during even years in order to preserve overlapping terms of office.
3.5.1.8 One Director for Public Libraries who shall be elected for a two year term, during odd years in order to preserve overlapping terms of office.
3.5.1.9 One Director for Aboriginal Library Services, who shall be elected for a two year term, during even years in order to preserve overlapping terms of office.

3.5.2 Terms of Office
3.5.2.1 All Directors shall serve until the adjournment of the changeover meeting, which shall be held after the Annual General Meeting. The retiring directors shall then be replaced by the new directors as announced at the Annual Meeting.
3.5.2.2 The President-Elect shall serve the first year after election as Vice-President, the second year as President, and the third year, as Past President.
3.5.2.3 The Treasurer shall normally serve for two years.
3.5.2.4 The Directors shall normally serve for two years.
3.5.2.5 Neither the Treasurer nor the Directors may be elected to the same office for more than two consecutive terms.
3.5.2.6 A Director of the Association ceases to hold office when that person
a) is replaced in accordance with Article 3.5.2.1 of these Bylaws;
b) dies or resigns;
c) is removed in accordance with the provisions of the Non- Profit Corporations Act; d) or becomes disqualified under the provisions of the Non- Profit Corporations Act. 3.5.2.7 The resignation of a Director becomes effective at the time a written resignation is received by the Association or at the time specified in the resignation, whichever is the later.

Section 3.6 – Management
3.6.1 The administration of the affairs of the Association shall be vested in the Board of Directors.
3.6.2 The Executive Officers (see Article 3.5.1.1 of these Bylaws) shall perform the duties pertaining to their respective offices and such other duties as may be approved by the Board of Directors.
3.6.3 The Board of Directors shall meet at the call of the President at least five times a year. Meetings shall also be called upon the request of a majority of the Board.
3.6.4 The Board of Directors may meet for the dispatch of business, adjourn, and otherwise regulate its meetings as it may determine. It may appoint such standing and other committees as may be required to transact the business of the Association.
3.6.5 Six Directors present, at least three of who are executive officers, shall constitute a quorum for the conduction of business of the Board of Directors.
3.6.6 In the event that it is not possible to hold a meeting of the Board of Directors, a Director may, if all the Directors of the Association consent, participate in a meeting of Directors or a committee of Directors, such as the Executive Committee (see Article 7), by means of such telephone or other communications facilities as permit all persons to participate in the meeting. Minutes shall be kept in the normal way of the proceedings of all such meetings.

Section 3.7 – Executive Committee
3.7.1 The Executive Committee shall be composed of the officers of the Board of Directors, namely, the Vice-President, the President, the Treasurer, the immediate Past President, and the Executive Director as a non-voting member. This Executive Committee shall carry out the decisions of the Board of Directors and settle current administrative affairs.
3.7.2 Between meetings of the Board of Directors, the Executive Committee shall have powers entrusted to it by the Board, and the power to make those decisions required by special circumstances, which make it impossible to convene the Board, and shall have such decisions ratified by the Board.
3.7.3 Three Officers present shall constitute a quorum for meetings of the Executive Committee.

Section 3.8 – Finances
3.8.1 There shall be a Finance Committee composed of the President, Vice-President, Treasurer, Past President and Executive Director whose responsibilities shall be to work with the Treasurer in preparing the annual budget estimates for presentation to the Board of Directors, and the Annual General Membership Meeting on the financial standing of the Association. In addition, the Committee shall monitor the financial standing of the Association, screen all new and continuing projects of the Association with regard to financial implications, seek out and secure necessary funds for all projects of the Association not internally financed, and make recommendations to the Board of Directors for appropriate actions.
3.8.2 It shall be the duty of the Board of Directors to review and approve the budget as prepared by the Finance Committee.
3.8.3 The Treasurer, the President, the Vice-President, and the Executive Director shall be the signing officers of the Association, and the signatures of any two of these shall appear on all cheques and other appropriate documents. If only two of the four signing officers lives within 50 km of the SLA office then other signing officers will be appointed by the Board.
3.8.4 The Treasurer shall submit a detailed financial statement at the conclusion of the fiscal year.
3.8.5 The fiscal year of the Association shall run from February 1 to January 31.

Section 3.9 – Appointment of Auditor
3.9.1 At each Annual General Membership Meeting, the members of the Association shall by ordinary resolution, appoint an auditor to hold office until the close of the next such meeting.

Section 3.10 – Nominations and Elections
3.10.1 Nominating Committees
3.10.1.1 Prior to each Annual General Membership Meeting of the Association, the Past President shall convene a Nominating Committee to assure that there are normally at least two candidates for each elective office.
3.10.1.2 No member of the Nominating Committee shall be eligible for nomination.
3.10.1.3 The Nominating Committee shall call for nominations for all vacancies in January of each year.
3.10.1.4 Every person nominated shall be a member of the Association in good standing.
3.10.1.5 Nominations shall be sent to the Nominating Committee and shall include the written consent of the nominee, together with the names of at least two sponsors who are voting members of the Association and in good standing. 3.10.1.6 Nominations shall close at the Annual General Meeting.
3.10.1.7 In the event that only one nomination is secured for any position by the close of nominations, that person shall be declared elected by acclamation.
3.10.1.8 In the event that no candidate can be found for a particular position, the Board shall call for nominations from the floor of the Annual General Membership Meeting, and the membership shall effect an election for that position by secret ballot at the Annual General Membership Meeting.

3.10.2 Elections Committee
3.10.2.1 The Nominating Committee shall be constituted as an Elections Committee after the close of nominations.
3.10.2.2 The Elections Committee shall normally conduct a secret ballot at the close of nominations at the Annual General Meeting, for those positions for which more than one nomination has been received.
3.10.2.3 Ballots shall be given only to those members at the Annual General Meeting, who are on the books on the day of the Annual General Meeting.
3.10.2.4 In the event that two or more candidates receive an equal number of votes in a contest for a single position, the outcome of the election for that position shall be determined by a second secret ballot. If there is still a tie after two ballots, the outcome of the election for that position shall be determined by the President of the Association.

Section 3.11 – General Membership Meetings
3.11.1 General Membership Meetings of the Association shall be held at such places within Saskatchewan as the Board of Directors may determine.
3.11.2 A meeting of members may be held outside Saskatchewan, if all the members entitled to vote at that meeting so agree, and a member who attends a meeting of members held outside Saskatchewan is deemed to have so agreed, except where he/she attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.
3.11.3 Notice of the time and place of a meeting of members shall be sent not less than 15 days nor more than 50 days before the meeting to:
a) each member entitled to vote at the meeting,
b) each Director, and
c) the Auditor of the Association.
3.11.4 The President, or in her/his absence, the Vice-President, may call a Special General Membership Meeting at the request of a majority, giving specific reason for the request, provided that in all instances, 15 days notice is given.
3.11.5 Twenty five (25) members personally present shall constitute a quorum at any General Membership Meeting of the Association.

3.11.6 Voting
3.11.6.1 Voting at a meeting of members shall be by show of hands except where a ballot is demanded by a member entitled to vote at the meeting.
3.11.6.2 A member may demand a ballot either before or after any vote by show of hands.

Section 3.12 – Expenses
3.12.1 The Board of Directors shall set an amount annually to support Director’s attendance at Board meetings.
3.12.2 Expenses may be paid to the Association’s official delegate to the Canadian Library Association’s fall and winter Council meetings.
3.12.3 Expenses may be paid for the Association’s official delegate to meetings of other organizations at the approval of the Board of Directors.
3.12.4 The Board of Directors shall set an amount annually to support committee expenses.

Section 3.13 – Rules of Order
3.13.1 The rules in STURGIS STANDARD CODE OF PARLIAMENTARY PROCEDURE, latest available edition, shall govern in all cases where they do not conflict with the Bylaws of the Association or the Non-Profit Corporations Act, 1995, C. N-4.2, and amendments thereto.

Section 3.14 Dissolution
Subject to the provisions of the Non-Profit Corporations Act, so long as there are at least 25 members in the Association, no resolution shall be proposed to surrender its Certificate of Incorporation, or to wind down the Association.

Section 3.15 – Amendment
Amendment of the Articles of Continuance or Bylaws shall be by Special Resolution of the Association. Notice of motion of a Special Resolution shall be given in writing to all members of the Association at least 21 days in advance of a General Membership Meeting at which it will be presented. It must be passed by a majority of not less than two-thirds of the votes cast by the members who voted in respect of that resolution, or signed by all the members entitled to vote on that resolution.

1. Updated April/96 2. Motion at the General Meeting, Saturday, April 27th, 1996 North Battleford, Saskatchewan. 3. The constitution was updated May, 1999 through a motion at the Annual General Meeting, Waskesiu, Saskatchewan. 4. The constitution was updated May 2000 through a motion at the Annual General Meeting, Moose Jaw, Saskatchewan. 5. The constitution was updated April 2003 through a motion at the Annual General Meeting, Saskatoon, Saskatchewan. 6. The constitution was updated April, 2005 through motions at the Annual General Meeting, Saskatoon, Saskatchewan. 7. The constitution was updated May 2008 through motions at the Annual General Meeting, Regina, Saskatchewan. 8. The constitution was updated May 2011 through motions at the Annual General Meeting, Saskatoon, Saskatchewan.