Our Association - By Laws
Constitutional Objectives
To assist in promoting satisfactory business relations between its Members and their clients.
To promote cordial relations among the various consulting engineering and geoscience firms in Saskatchewan and to foster the interchange of professional, management and business experience and information among consulting engineers and consulting geoscientists and, when necessary, to safeguard business interests.
To further the maintenance of high professional standards in the consulting engineering and consulting geoscience professions for the public good and to promote a satisfactory business relationship between the Members of CES and their clients.
To promote the employment of Member Firms for engineering and geoscience services in the Province of Saskatchewan.
To promote quality workplace environments for employees which provide growth opportunities, training and development for the future success of both the employee and the Member Firm.
To federate, associate, cooperate or join with the Association of Canadian Engineering Companies of Canada.
To do all such matters and things which will promote and advance contact with the Association of Canadian Engineering Companies of Canada, the latter's Member Organizations, and other related professional organizations within Canada.
To develop regional representation and participation in the affairs of CES.
To operate in liaison and harmony with the Association of Professional Engineers and Geoscientists of Saskatchewan (APEGS).
I. MEMBERSHIP
The Membership of CES shall be limited to firms supplying consulting engineering and geoscience services. "Firm(s)" means a person, partnership, joint venture, association, trust, corporation or any other entity. No Member shall, by reason only of membership in CES, be entitled to use the title "Consulting Engineer", or "Consulting Geoscientist" as applicable, or any derivation therefrom. Each Member must comply with the following qualifications:
The offering to the public of consulting engineering or consulting geoscience services must form a primary part of the business of each and each must maintain at least one office in Saskatchewan for this purpose;
Each must be managed by one or more registered professional engineers, professional geoscientists, or limited members in Saskatchewan, and must have its operating policies and engineering or geoscience decisions determined by one or more registered professional engineers, professional geoscientist, or limited members in Canada;
A firm, other than a corporation, applying for membership shall consist of registered professional engineer(s) or registered professional geoscientist(s) in Canada or existing Members of the Consulting Engineers of Saskatchewan Inc. (CES);
A corporation applying for membership must be incorporated in Canada;
Each Member must operate under the regulations of the Association of Professional Engineers and Geoscientists of Saskatchewan and must maintain a Certificate of Authorization or Permission to Consult to practice consulting engineering or consulting geoscience in the Province of Saskatchewan, as appropriate.
Each Member must practice consulting engineering or consulting geoscience in accordance with the Code of Ethics of the Association of Professional Engineers and Geoscientists of Saskatchewan and must so conduct his practice so as to avoid any conflict of interest that would tend to subordinate his independent professional judgement to other considerations;
Each Member must at all times make full disclosure as to the beneficial ownership or control of firms supplying consulting engineering or consulting geoscience services to the public and must reveal to the Board of Directors any conflicts of interest, real or potential;
Upon request, each Member must furnish to the Board of Directors such material information as they may require.
Upon request, membership in CES will be considered by the Board of Directors for firms offering professional geoscience consulting services.
All applications for membership shall be submitted to the Board of Directors and, on approval by the Board of Directors, the applicant shall become a Member. The Board of Directors may forward the name and address of any such applicant to the Members together with a request for comments on suitability (or otherwise) of the applicant for membership.
In order to qualify for membership in the Consulting Engineers of Saskatchewan Inc., membership requirements of the Association of Canadian Engineering Companies of Canada must be fulfilled.
Each Member shall, upon payment of annual dues, certify that he meets all the above criteria for membership, and that he will continue to comply with the professional standards, Constitutional Objectives and Bylaws of CES.
Each Member of CES shall be entitled to appoint one or more voting representatives, each of whom must be a registered professional engineer, professional geoscientist, or limited member. The number of voting representatives to which each Member is entitled shall be based upon the average number of personnel of the Member resident in Saskatchewan during the preceding calendar year, in accordance with the following table:
| Average Total Number of Personnel Resident in Saskatchewan | Number of Voting Representatives |
| up to 4 | 1 |
| 5 to 20 | 2 |
| 21 to 50 | 3 |
| 51 to 100 | 4 |
| 101 to 200 | 5 |
| 201 to 300 | 6 |
| 301 to 400 | 7 |
| over 400 | 8 |
Each Member who is entitled to appoint more than one voting representative shall choose the majority of those voting representatives from among its most senior management personnel.
II. ANNUAL DUES AND ASSESSMENTS
The Board of Directors may, on an annual basis, levy dues and special assessments against the Members.
The amount of any such levy and the portion thereof to be paid by each Member shall be determined by a two-thirds majority vote of the Board of Directors, and shall be based upon the total number of personnel of each Member who were resident in Saskatchewan during the preceding calendar year. Each Member shall, on receipt of notice that annual dues or special assessments are payable, file with CES a statement disclosing the average number of its personnel resident in Saskatchewan during the preceding calendar year.
The average number of personnel is the sum of the total number of persons employed for each month for the previous calendar year divided by twelve (12). Personnel includes employees in the Member Firm resident in Saskatchewan (and the personnel of those firms who are posted abroad and who are subject to Canadian Federal Taxation), including owners, partners, engineers, other professionals, technicians, clerical and support staff.
Annual dues shall be payable by Members, in advance, not later than March 31st in each year after which late charges, as determined by the Board of Directors, will apply.
Each Member shall be liable for the payment of all dues and assessments until his membership shall have been terminated, unless he shall have been relieved from payment by the Board of Directors.
Upon the failure of any Member to pay his annual dues, any assessment or indebtedness to CES within three (3) months after the same has become due, he shall be considered in arrears. The Board may, after thirty (30) days' notice to a Member in arrears, pass a resolution terminating his membership.
III. BOARD OF DIRECTORS
There shall be a Board of Directors of CES consisting of the Chair, immediate Past Chair, and six (6) Directors-at-large elected by the Members.
The Board of Directors may appoint an additional Director-at-large, a member of the Association of Professional Engineers and Geoscientists of Saskatchewan that the Council of APEGS may designate for that purpose. Any person so appointed shall automatically become a Member of CES, and shall continue to be a Member so long as he shall occupy the office of the appointed Director-at-large.
The Board of Directors may appoint at their discretion, an additional member representative to act as the Association of Canadian Engineering Companies of Canada (ACEC) Liaison.
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The Board of Directors may appoint at their discretion, an additional member representative to act as the CES Young Professionals Liaison.
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At the first Board of Directors meeting in the new year, the Directors shall elect, from the Board of Directors, a Vice-Chair.
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At the first Board of Directors meeting in the new year, the Directors shall elect, from the Board of Directors, a Secretary and a Treasurer.
Directors retiring from office shall be deemed to hold office until the conclusion of the meeting at which they retire.
The Directors shall exercise their powers only through a Meeting duly convened.
The Chair shall preside at all General Meetings of CES and at all Board of Directors' Meetings. The Vice-Chair shall perform the duties of the Chair in the absence of the Chair or inability to act. In the event that neither are present, those Members then present shall, by a simple majority, elect a Director who is present to act as Chair for that Meeting.
The Chair, or Acting Chair, shall be entitled to vote only in the event of an equal division of votes, in which case he shall have a casting vote.
The Secretary and the Treasurer shall perform the duties assigned to them by these Bylaws and by the Board of Directors, and those additional duties which are generally associated with these offices. In addition, the Secretary shall maintain a register of Members. In the absence or inability to act of the Secretary or the Treasurer, the Board of Directors shall assign the duties of each to another Director or Directors.
The Board of Directors shall provide for the general management of the affairs and business of CES and shall transact the same in accordance with the Bylaws. Where these Bylaws do not provide for any specific transaction or method the Constitutional Objectives and the Non-Profits Corporation Act shall govern.
While on CES business, Member Representatives shall only represent CES and cannot represent individual firms.
The Board of Directors shall report their activities to the Members at each General Meeting and shall present reports of the Chair and all Committees.
Every Director and his heirs, executors and administrators and estate and effects shall, from time to time and at all times, be indemnified and saved harmless out of the funds of CES through Directors' Insurance, from and against
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- all costs, charges and expenses whatsoever that he sustains or incurs in or about any action, suit or proceeding that is brought, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted
- all other costs, charges and expenses that he sustains or incurs in or about, in relation to the affairs of CES except such costs, charges, or expenses as are occasioned by his own neglect or default.
IV. TERMS OF OFFICE
All Directors shall be elected "At-Large".
The Directors-at-Large shall be elected to three year terms and may be re-elected for one successive term.
The Vice-Chair shall succeed to the position of Chair for a one year term.
The Vice-Chair shall normally have served on the Board of Directors a minimum of one full year prior to election.
One-third of the Directors-at-Large shall retire at each annual General Meeting.
At each annual General Meeting, the Directors shall declare the office of all appointed Directors-at-Large to be vacant.
Any Director may be removed from office by a special resolution passed by a three-fourths majority of the Members present and voting thereon at a General Meeting of which notice specifying the intention to pass such resolution has been given, and any Member may, by a simple majority of the votes cast at a meeting, be elected in his stead for the remainder of the term.
V. BOARD OF DIRECTORS' MEETINGS
No fewer than four Board of Directors' Meetings shall be held in each year.
Notice of time and place of all Board of Directors' Meetings shall be in writing and shall be mailed or handed to all Directors at least five days before the date for holding the Meeting: provided, however, that the Directors may meet on regular dates without notice or may, by unanimous consent, meet at any time or place without notice.
Four (4) voting Directors present shall constitute a quorum for the purpose of a meeting of the Directors.
If any dispute shall arise at any meeting on a matter of procedure, it shall be settled in accordance with Bourinot's Rules of Order.
VI. VACANCIES
If any Director absents himself from three or more Board of Directors' Meetings without the consent of the Board of Directors, the Directors may declare his office vacated.
Subject to the election provisions contained in Bylaw IV, every vacancy of the Board of Directors, however caused, may be filled for the remainder of the term of office by an appointee of the Board of Directors. Such appointment shall be made no later than at the Board Meeting the next after the occurrence of such vacancy. No Member shall be appointed Director without his consent previously obtained.
VII. COMMITTEES/TASK FORCES
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The Chair, Past Chair, Vice Chair, Secretary and Treasurer shall be the Executive Committee of the Board of Directors, and the Board may from time to time delegate to the Executive Committee power to transact the business of the Association in accordance with the established policy and procedures of the Association.
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The Board of Directors may establish Committees and/or Task Forces to study and make recommendations on any specific problem which may affect the Constitutional Objectives.
Each such Committee shall be formed of one or more Members, each of whom shall be appointed by the Board of Directors, or on approval of the Directors, by the Chair.
- While on CES business, Member Representatives shall only represent CES and cannot represent individual firms.
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Members of each such Committee and/or Task Force shall, subject to Bylaw XI, be appointed for one year and may be re-appointed for succeeding terms of one year, provided that any such Member may retire at an earlier date by giving to the Committee or Task Force Chair notice in writing of his wish to do so.
VIII. NOMINATIONS AND ELECTIONS
Subject to Bylaw IV, the Directors shall be elected in the manner hereinafter provided.
Each candidate for election as a Director shall be nominated in writing by at least 3 voting representatives from 3 separate Member Firms, and the candidate shall, in writing, accept such nomination.
Nominations to vacant positions on the Board of Directors shall be mailed to or deposited with the Secretary on or before March 31st of each year.
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The immediate Past Chair shall act as head of Nominating Committee consisting of two other Members (preferably both are not themselves Directors) appointed by him. The Nominating Committee shall meet in April of each year and shall review the nominations for candidates to the positions which shall be mailed to the Members, together with the Notice of the Annual Meeting.
A simple majority of the votes cast either by mail or deposited in the ballot box at the Annual Meeting shall be required to elect a Director.
IX. GENERAL MEETING
CES shall hold a minimum of one (1) General Meeting in the year, to be held in May of each year or on a date to be fixed by the Board of Directors.
At any General Meeting any Member may bring before the Meeting any subject which relates to the affairs of CES, provided that not less than 30 days before the Meeting he shall have given the Secretary notice thereof in writing.
A special General Meeting of CES may be called by the Chair as and when he considers it necessary, but he shall forthwith call a special General Meeting when requested to do so in writing by at least five Members. The special purpose for which such special Meeting is required shall be stated in the Notice. The business to be transacted at such Meeting shall be confined to the purposes named in the Notice.
Notice of the time and place of any General Meeting shall be communicated in writing to all Members at least two weeks before the date for holding the same.
Those voting representatives present, not in arrears within the meaning of Bylaw II, shall constitute a quorum at any General Meeting of CES.
Every such voting representative shall be entitled to vote upon any resolution or question put to the Meeting.
Voting shall be by ballot in the case of election of Directors and by show of hands in other cases unless a ballot is demanded by at least three Members.
If any dispute shall arise at any meeting on a matter of procedure, it shall be settled in accordance with Bourinot's Rules of Order.
X. AMENDMENT OF BYLAWS
These Bylaws may be altered or added to by a "special resolution" passed by at least three-fourths of the votes cast at a General Meeting of CES of which not less than thirty days' notice specifying the intention to propose the resolution has been given.
XI. SEPARATION
Separation of a Member from CES may come about as a result of the withdrawal, expulsion, or dissolution of the Member.
A Member may withdraw from CES by giving to the Secretary 30 days' notice in writing of his wish to do so.
The Board of Directors shall have the power to expel from membership any Member whose conduct shall have been determined by the Board of Directors to be improper, or likely to damage the interest or reputation of CES or who willfully commits a breach of the Bylaws of CES. For greater certainty, but not as to limit the generality of the foregoing, the Board of Directors may expel any Member who no longer complies with the qualifications set forth in Bylaw I.
No Member shall be expelled without being notified of the charge or complaint against him or without having first been given an opportunity to be heard by a Committee appointed by the Board of Directors. The Committee shall forward its findings and recommendations in writing to the Board of Directors and to the Member concerned. The Board of Directors may then, by a vote of twothirds of those present, expel the said Member, and its decision shall be final and binding on all concerned.
A Member so expelled shall have no claim on the property of CES and shall waive all claims against CES or its Members personally for damages resulting from an alleged act of libel or slander provided that the said act occurred in good faith during the course of the expulsion proceedings.
In case of withdrawal or expulsion, a Member shall remain liable for payment of any assessment or other sum levied or which became payable by him to CES prior to his withdrawal or expulsion.
XII. FINANCIAL ADMINISTRATION
All money received on behalf of CES shall be deposited in the name of CES in a Financial Institution designated by the Board of Directors.
All cheques shall bear the signature of any two Directors of the Board of Directors.
The books and records of CES may be inspected by any Member at the registered office of CES upon reasonable notification to the Board of Directors.
XIII. AUDITING
The books, accounts and records of the Secretary and Treasurer shall be reviewed by an individual or firm as duly appointed by the Board of Directors for the purpose of approving the annual statement of finances for CES. A complete and proper statement of the standing of the books for the previous year shall be submitted at the Annual General Meeting, reviewed by the individuals as described. March 31st in each year shall be the end of the fiscal year of CES.
XIV. CUSTODY AND USE OF SEAL
The seal of the Association shall be in the custody of the Secretary or such other person as may be designated by the Board of Directors, and all papers or documents required to be sealed on behalf of the Association shall be sealed in the presence of the Chair and the Secretary or of such other persons as may be designated by the resolution of the Board of Directors.
XV. ASSOCIATE MEMBERSHIP
CES may directly solicit and admit entities which are not eligible to be Member Firms in CES to a classification designated by CES. Such entities shall be designated by CES as "Associate Members" with respect to provisions of these Bylaws. The basis for admission of Associate Members shall be determined by the Board of Directors of CES from time to time. Associate Members of CES shall be eligible to participate in all CES functions including the privilege of becoming members of committees of CES.
All applications for Associate Membership shall be submitted to the Board of Directors and, on approval by the Board of Directors, the applicant shall become an Associate Member. The Directors may forward the name and address of any such applicant to the Members together with a request for comments on suitability (or otherwise) of the applicant for Associate Membership.
Each Associate Member shall be entitled to appoint one or more non-voting representatives. The number of representatives will be based on the annual dues payment.
Associate Members may elect, from among the Associate Membership, one non-voting Director to the Board of Directors. The term shall be one year.
The Board of Directors shall, on an annual basis, levy dues and special assessments against the Associate Members. The amount of any such levy shall be determined by the Board of Directors. The levy shall include a base level which will include one non-voting representative. Additional dues will be levied for additional representatives.
Associate Members shall be subject to separation provisions contained in Bylaw XI.
XVI. INTERPRETATION
In these Bylaws, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons and "Members" shall include firms.
When constructing these Bylaws, reference shall be made to the Non-Profit Corporations Act and words and expressions used in the Bylaws shall, so far as the context does not otherwise require, have the same meaning as would the case when used in that Act.
Revised: May 23, 2008
For further information contact:
Consulting Engineers of Saskatchewan Inc.
Suite 12, 2010 - 7th Avenue
Regina, Saskatchewan S4R 1C2
Telephone: 306-359-3338
Fax: 306-522-5325
E-mail: ces@sasktel.net
Website : www.ces.sk.ca
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