Consulting Engineers of Saskatchewan

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 Consulting Engineering Companies - Canada (ACEC)

To do all such matters and things which will promote and advance contact with the Association of Canadian Engineering Companies, 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).

BYLAWS OF THE CONSULTING ENGINEERS OF SASKATCHEWAN INC. (CES)

I. DEFINITIONS

(a) “CES” means the Consulting Engineers of Saskatchewan

(b) “ACEC” means the Association of Consulting Engineering Companies – Canada

(c) “APEGS” means the Association of Professional Engineers and Geoscientists of Saskatchewan

II. INTERPRETATION

1. 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.
2. CES refers to both Consulting Engineering and Geoscience business in Saskatchewan.
3. 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.

III. MEMBERSHIP

1.     There shall be two categories of membership in CES, namely:

1. Corporate members, herein “Corporate Member(s)”,
2. Non-voting members, herein “Associate Member(s).

2.     Qualifications for Corporate Membership

2.1          Corporate Membership of CES shall be limited to firms supplying consulting engineering and geoscience services. Corporate Member means a sole proprietor, 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:

(a) 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;

(b) Each must be managed by one or more registered professional engineers, professional geoscientists, or limited members of APEGS 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;

(c) A firm, other than a corporation, applying for membership shall consist of registered professional engineer(s), professional geoscientist(s), or the holder of a restricted licence from APEGS.

(d) A corporation applying for membership must be incorporated in Canada;

(e) Each Member must operate under the regulations of APEGS 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.

(f) Each Member must practice consulting engineering or consulting geoscience in accordance with the Code of Ethics of APEGS and must so conduct its practice so as to avoid any conflict of interest that would tend to subordinate its independent professional judgment to other considerations;

(g) Each Member must at all times make full disclosure as to the beneficial ownership or controlof 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;

(h) Upon request, each Member must furnish to the Board of Directors such material information as they may require.

2.2          All applications for membership shall be submitted to the Board of Directors and, upon 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.

2.3          In order to qualify for membership in CES, membership requirements of ACEC must be fulfilled.

2.4          Each Member shall, upon payment of annual dues, certify that it meets all the above criteria for membership, and that it will continue to comply with the professional standards of APEGS, and the Constitutional Objectives and Bylaws of CES.

2.5          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 of APEGS. 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                                                Number of Voting

                                       Personnel Retained in Saskatchewan                                        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.

Qualifications for Associate Membership

3.1          CES may directly solicit and admit entities which are not eligible to be Corporate Members 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 the committees of CES.

3.2          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.

3.3          Each Associate Member shall be entitled to appoint one or more non-voting representatives. The annual dues payment of each Associate Member will be based on its category and the number of its representatives.

3.4          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.

3.5          Associate Members shall be subject to separation provisions contained in Bylaw XIII.

IV. ANNUAL DUES AND ASSESSMENTS

1.     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 not be changed except by resolution of the Directors passed at a duly constituted meeting of Directors at which a quorum is present and at which two thirds (2/3) of the Directors voting at such a meeting vote in favor of the resolution. The annual dues shall be based upon the total number of personnel of each Member who were retained in Saskatchewan during the preceding calendar year. In this context total number of personnel shall include all personnel retained in Saskatchewan at any time during the preceding calendar year including professional, non-professional, and office staff who may be permanent, temporary, or contract. 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 retained in Saskatchewan during the preceding calendar year.

2.     The average number of personnel is the sum of the total number of persons retained for each month for the previous calendar year divided by twelve (12), full-time equivalent. Personnel includes employees in the Member Firm retained in Saskatchewan (and the personnel of those firms who are posted abroad and who are subject to Canadian Federal Taxation), including professional, non-professional, and office staff who may be permanent, temporary, or contract.

3.     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.

4.     Each Member shall be liable for the payment of all dues and assessments until its membership shall have been terminated, unless it shall have been relieved from payment by the Board of Directors.

5.     Upon the failure of any Member to pay its annual dues, any assessment or indebtedness to CES within three (3) months after the same has become due, it shall be considered in arrears. The Board may, after thirty (30) days’ notice to a Member in arrears, pass a resolution terminating its membership.

V. BOARD OF DIRECTORS

1.     There shall be a Board of Directors of CES consisting of the Chair, immediate Past Chair, and a range of not less than five (5) and not more than seven (7) voting Directors-at-Large elected by the Corporate Members.

2.     APEGS may nominate a CES liaison person on an annual basis who shall be a professional member ofAPEGS. The liaison person may attend and participate in Board meetings in a non-voting capacity.

3.     The Board of Directors may appoint at their discretion, an additional member representative to act as the ACEC Liaison. The liaison person may attend and participate in Board meetings in a non-voting capacity.

4.     The Board of Directors may appoint at their discretion, an additional member representative to act as the CES Young Professionals Liaison. The liaison person may attend and participate in Board meetings in a non-voting capacity.

5.     Associate Members may elect, from among the Associate Membership, one representative to act as the Associate Members Liaison. The liaison person may attend and participate in Board Meetings in a non-voting capacity.

6.     The Directors, officers, or member representatives appointed to serve on the CES Board of Directors, or any CES committee shall receive no remuneration for such services.

7.     At the first Board of Directors meeting of the new electoral year, the Directors shall elect, from the Board of Directors, a Vice-Chair.

8.     At the first Board of Directors meeting in the new electoral year, the Directors shall elect, from the Board of Directors, a Secretary/Treasurer.

9.     Directors retiring from office shall be deemed to hold office until the conclusion of the meeting at which they retire.

10.  The Directors shall exercise their powers only through a meeting duly convened.

11.  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 or inability of the Chair to act. In the event that neither is present, those Members then present shall, by a simple majority, elect a Director who is present to act as Chair for that Meeting.

12.  The Chair, or Acting Chair, shall be entitled to vote only in the event of an equal division of votes, in which case he/she shall have a casting vote.

13.  The Past Chair is a voting Director.

14.  The Secretary/Treasurer shall perform the duties assigned to him/her by these Bylaws and by the Board of Directors, and those additional duties which are generally associated with this office. In addition, the Secretary/Treasurer shall maintain a register of Members. In the absence or inability of the Secretary/Treasurer to act, the Board of Directors shall assign the duties to another Director.

15.  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 of Saskatchewan shall govern.

16.  While on CES business, Member Representatives shall only represent CES and cannot represent individual firms.

17.  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.

(a) all costs, charges and expenses whatsoever that he/she 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,

(b) all other costs, charges and expenses that he/she sustains or incurs in or about, in relation to the affairs of CES except such costs, charges, or expenses as are occasioned by his/her own neglect or default.

VI. TERMS OF OFFICE

1.     All Directors shall be elected “At-Large”.

2.     Each elected Director shall be an employee of a Corporate Member. No more than one (1) employee of a Corporate Member may hold the position of Director-at-Large with voting privileges at any time.

3.     Notwithstanding Section VI (2), in the event that a Director ceases to qualify as a Director due to amalgamation within the Member Firms, the Director shall be allowed to remain in office until the next annual meeting.

4.     The Directors-at-Large shall be elected to three year terms and may be re-elected for one successive term.

5.     The Associate Member Liaison position shall be a one year term.

6.     Upon completion of term, the Chair shall succeed to the position of Past Chair for a one year term.

7.     The Vice-Chair shall succeed to the position of Chair for a one year term.

8.     A Director shall normally have served on the Board of Directors a minimum of one full year prior to appointment as Vice-Chair.

9.     One-third of the Directors-at-Large shall retire at each annual General Meeting.

10.   At each annual General Meeting, the Directors shall declare the office of all appointed Directors-at- Large to be vacant.

11.  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 or her stead for the remainder of the term.

VII. BOARD OF  DIRECTORS’  MEETINGS

1.     No fewer than four Board of Directors’ Meetings shall be held in each year.

2.     Notice of time and place of all Board of Directors’ Meetings shall be in writing and shall be distributed by electronic mail, mail, 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.

X. NOMINATIONS AND ELECTIONS

1.     Subject to Bylaw VI, 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.

2.     Nominations to vacant positions on the Board of Directors shall be mailed to or deposited with the Secretary/Treasurer at least forty five (45) days prior to the Annual Meeting.  Nominations received at the Annual Meeting will not be accepted.

3.     The immediate Past Chair shall act as head of a Nominating Committee consisting of two other Members (preferably both are not themselves Directors) appointed by him/her. The Nominating Committee shall meet prior to the date required for notice of Annual General Meeting 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.

The Nominating Committee shall have a slate of candidates, sought from a range of Members in terms of size, type of consulting engineering/geoscience activity and location in the province completed for presentation to the Board for approval and in time to permit inclusion with the Notice for the Annual General Meeting.

4.     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.

XI. GENERAL MEETING

1.     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 Representative may bring before the Meeting any subject which relates to the affairs of CES, provided that not less than forty five (45) days before the Meeting he/she shall have given the Secretary/Treasurer notice thereof in writing.

2.     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 stated in the Notice.

3.     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.

4.     Those voting representatives present, not in arrears within the meaning of Bylaw IV, shall constitute a quorum at any General Meeting of CES.

5.     Every such voting representative shall be entitled to vote upon any resolution or question put to the Meeting

XII. 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 (30) days’ notice specifying the intention to propose the resolution has been given.

XIII. SEPARATION

1.     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/Treasurer 30 days’ notice in writing of its wish to do so.

2.     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 III.

3.     No Member shall be expelled without being notified of the charge or complaint against it 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 two -thirds of those present, expel the said Member, and its decision shall be final and binding on all concerned.

4.     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.

5.     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 it to CES prior to its withdrawal or expulsion.

XIV. FINANCIAL ADMINISTRATION

1.     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.

2.     All cheques shall bear the signature of any two Directors of the Board of Directors.

3.     The books and records of CES may be inspected by any Member at the registered office of CES upon providing the Board of Directors at least thirty (30) days notice.