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HSAS Constitution & Bylaws

ARTICLE 5 -­ EXECUTIVE COUNCIL

 

5.01     Executive Council Composition

(a)   The fully-constituted Executive Council shall be composed of:

(i)   the President, and

(ii)   the number of representatives from each Professional, Occupational, or Composite Group, as those numbers are determined from time to time in accordance with section 5.03.

(b)   No temporary vacancy on the Executive Council caused by the term of an Executive Council member ceasing, in accordance with subsection 5.06(b), shall affect the number of individuals required to make up the fully-constituted Executive Council.

(c)   For all purposes in these Bylaws, a reference to the Executive Council means the fully-constituted Executive Council.

5.02     Qualifications

No individual shall become or continue to be a member of the Executive Council if that individual:

(a)   is less than eighteen (18) years of age;

(b)   is of unsound mind and has been so found by a competent tribunal or a court in Saskatchewan or elsewhere;

(c)   has the status of bankrupt; or

(d)   is not an Active Member.

5.03     Representation of a Professional, Occupational, or Composite Group on the Executive Council

(a)   For the purposes of representation of the membership on the Executive Council, the Executive Council, in its discretion and acting in good faith, shall:

(i)   establish groupings of Members as one of three categories:  Professional, Occupational, or Composite Group;

(ii)   designate Members or groups of Members to the most appropriate Professional, Occupational, or Composite Group; and

(iii)   determine the number of representatives that each Professional, Occupational, or Composite Group is entitled to elect to the Executive Council.

(b)   The Executive Council is entitled to make the determinations and designations described in subsection 5.03(a) at any time, and, in doing so, shall consult with the affected Members or groups of Members, but the decision of the Executive Council shall be final.

5.04     Election of the Executive Council

(a)   When it is anticipated that there will be vacancies on the Executive Council in the next Fiscal Year, the Executive Council shall cause the Executive Director or her designate to initiate the annual Executive Council election process as follows:

(i)   Create nomination papers with spaces for:

(A)   the name of an Active Member to be nominated to the Executive Council;

(B)   if the Active Member is being nominated to a regular position on the Executive Council (not the President), the name of the Professional, Occupational, or Composite Group from which the Active Member is to be nominated;

(C)   a space to indicate if the Active Member is to be nominated as President or as a regular member of the Executive Council,

(D)   the name and signature of one nominator who must be an Active Member; and

(E)   the signature of the Active Member being nominated, signifying that individual’s consent to the nomination.

(ii)   Distribute the nomination papers to the Active Members at least thirty (30) days before the end of the Fiscal Year, for the positions that are subject to election to office in the next Fiscal Year.

(b)   Nomination papers shall be returned to the head office of the Association by the close of business on the last day of the Fiscal Year.

(c)   If more than one (1) nomination is received for a vacant position on the Executive Council, the Executive Council shall cause the Executive Director or her designate to create an Executive Council election process for Active Members to elect an individual to fill the vacancy, through a mail-in ballot election process as follows:

(i)   Mail-in ballot forms will be distributed immediately to Active Members eligible to vote for the contested seat and will be accompanied by appropriate instructions, including details as to when and where they must be returned in order to be considered valid ballots.

(ii)   Completed mail-in ballot forms must be returned, either by regular mail or by courier, to the head office of the Association at least fifteen (15) days before the next Annual Meeting.

(iii)   Each nominee is entitled to appoint a scrutineer to be present when the mail-in ballot forms are counted.

(iv)   The Executive Director or her designate is responsible to tally the results of the election by mail-in ballot.

(v)   The Executive Director or her designate is the final arbiter in determining the validity of each mail-in ballot form received.

(vi)   The winner in an election to a position on the Executive Council will be the individual who receives the most votes by mail-in ballot.

(vii)   The fact that an Active Member does not receive a mail-in ballot form shall not invalidate an election by mail-in ballot.

(viii)   Mail-in ballot forms received shall be destroyed according to the Executive Council’s policy relating to the destruction of mail-in ballot forms.

(d)   If only one (1) nomination is received for any vacant position on the Executive Council, the Executive Council may dispense with the mail-in ballot process and declare, by a Simple Majority of those present and voting at an Executive Council meeting, that the nominee for that vacant position is elected by acclamation.

(e)   Where a mail-in ballot is conducted according to this section 5.04 and results in a tie in the election of the President or in filling the last of the regular positions on the Executive Council, another mail-in ballot will be conducted to resolve the tie.

(f)   If an individual elected as President occupies an existing seat on the Executive Council by way of representing a Professional, Occupational, or Composite Group, she must resign that existing seat to serve as President and the vacancy shall be filled in accordance with Section 5.07.

5.05     Eligibility to be Elected President

(a)   Except as otherwise provided in subsection 7.02(g), an Active Member who meets the qualifications set out in section 5.02 and who has completed at least one (1) full term on the Executive Council at any time is eligible to be nominated and elected President.

(b)   Nominees for the position of President may be, but do not need to be, members of the Executive Council when nominated to the position of President.

5.06     Term of Office of Members of the Executive Council

(a)   The provisions of this section apply to all members of the Executive Council except the President.

(b)   Except as otherwise provided in this section 5.06 or in subsection 5.07(e), a member of the Executive Council holds office from the end of the first Annual Meeting after being elected in the annual Executive Council election process described in section 5.04 until the earliest of:

(i)   the end of the second Annual Meeting after her term began;

(ii)   her ceasing to be qualified;

(iii)   her resignation from the Executive Council;

(iv)   her death;

(v)   any action that results in her ceasing to be a member of the Professional, Occupational, or Composite Group she was elected to represent on the Executive Council;

(vi) her failure to attend three (3) consecutive Executive Council meetings without appointing an alternate to attend in her place, in accordance with section 6.03; or

(vii)   her failure to attend four (4) consecutive Executive Council meeting, whether or not she appointed an alternate to attend in her place.

(c)   To ensure a rotation of terms, the Executive Council may organize an election of members of the Executive Council to provide that approximately half of the members of the Executive Council are elected in any one election.

(d)   A retiring member of the Executive Council shall be eligible for re-election to the Executive Council.

5.07     Vacancy

(a)   Where:

(i)   a vacancy occurs on the Executive Council, other than in the position of President,

(ii)   a quorum of the Executive Council remains in office, and

(iii)   less than one (1) year remains until the normal expiration of the term of the Executive Council member whose position has been vacated,

the remaining members of the Executive Council may

(iv)   exercise all the powers of the Executive Council, and

(v)   appoint, as an interim member of the Executive Council, an individual who is qualified to represent the Professional, Occupational, or Composite Group, as the case may be, whose seat has been vacated.

(b)   If

(i)   a vacancy occurs on the Executive Council with one (1) year or more remaining in the term of the individual whose position has been vacated, or

(ii)   a vacancy on the Executive Council has been of a long-standing nature and one (1) year or more remains in the term of the vacant position,

the following process applies:

(iii)   the Executive Council shall cause the Executive Director to initiate a special Executive Council election process generally in accordance with the procedures described in section 5.04 (a) (i), (c), (d), (e), and (f);

(iv)   the Executive Council shall cause the Executive Director to distribute nomination papers to the members of the Professional, Occupational, or Composite Group affected, or in the case of the President, to Active Members, as soon as practicable after the vacancy occurs;  and

(v)   nomination papers shall be returned to the Secretary within thirty (30) days after the date the nomination papers were distributed.

(c)   If no nominations are received for candidates in a special Executive Council election process initiated under subsection 5.07(b), the Executive Council, in its discretion, may either:

(i)   where an Active Member has expressed an interest in assuming the vacant position, cause the Executive Director to initiate another special Executive Council election process, generally in accordance with the procedures described in subsection 5.07(b); or

(ii)   where no Active member has expressed an interest in assuming the vacant position, leave the position vacant until the next regular annual Executive Council election process.

(d)   A member of the Executive Council appointed under paragraph 5.07(a)(v) or elected under paragraph 5.07(b)(i) holds office for the remainder of the term of her predecessor.

(e)   A member of the Executive Council elected to fill a vacancy of a long-standing nature, under paragraph 5.07(b)(ii), holds office for a term defined by the Executive Council before the election.

5.08     Powers and Responsibilities of the Executive Council 

(a)   Subject to the Bylaws, the Executive Council shall manage and supervise the affairs and business of the Association.

(b)   The Executive Council shall be responsible for keeping an accurate and true record of the Association’s membership.

5.09     Duties of Members of the Executive Council

(a)   Every member of the Executive Council, in exercising her powers and discharging her duties, shall:

(i)   act honestly and in good faith with a view to the best interests of the Association;

(ii)   exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

(iii)   promote the objects of the Association.

(b)   Every member of the Executive Council shall:

(i)   comply with the Constitution and the Bylaws;

(ii)   use her best efforts to attend all Executive Council meetings or appoint an alternate in her place, in accordance with Section 6.03;

(iii)   be willing to stand for election to the offices of Vice-President, Secretary and Treasurer;

(iv)   be willing to serve on committees;

(v)   be accountable to the Professional, Occupational, or Composite Group that she represents and keep it informed of pertinent decisions of the Executive Council;

(vi)   represent, at the provincial level, the opinions and concerns of her professional colleagues who are Members of the Association;

(vii)   serve as a liaison between the Association and the Professional, Occupational, or Composite Group that she represents; and

(viii)   present to the Association the ideas and suggestions of the Professional, Occupational, or Composite Group that she represents and speak for the Association to these groups when so requested by the Association.

5.10     Save Harmless

The Association shall indemnify and save harmless from personal liability any member of the Executive Council against all costs, charges, and expenses, including amounts paid to settle actions or satisfy judgments that the individual reasonably incurs with respect to any civil, criminal, administrative, investigative, or other proceedings in which the individual is involved because of her participation as a member of the Executive Council if:

(a)   the individual acted honestly and in good faith with a view to the best interests of the Association; and

(b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that her conduct was lawful.


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