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Bylaw No. 1 – Revised May 2004

Article I – Mandate

1.0 The name of the Corporation shall be SASKATOON WOMEN’S NETWORK INC.
1.1 The objectives of the Corporation shall be:

a) To provide a meeting place for women;
b) To establish a network which will support the aspirations of women by allowing them
to :

i. share thoughts and exchange ideas;
ii. consult other women about careers and common problems women face at home and in the workplace;
iii. exchange information and professional advice;
iv. experience companionship and social exchange and lessen feelings of isolation;

c) To develop amongst the membership a strong network of professional and personal contacts;
d) To carry out the objectives of the Corporation without endorsing any cause or ideology.
e) To operate on a not – for – profit basis and to use any profits or accretions to the value of property of the Corporation to further the activities of the Corporation for the benefit of its members.

Article II – Definitions

2.0 “activities”, means any conduct of the Corporation to further its membership objectives, and any business carried on by the Corporation;

2.1 “board”, means the board of directors of the Saskatoon Women’s Network.
2.2 “Corporation”, means the Saskatoon Women’s Network Inc., a body corporate without share capital, as incorporated by or pursuant to Non-Profit Corporations Act for Saskatchewan.
2.3 “director”, means a person occupying the position of director and “directors” and “board of directors” includes a single director.
2.4 “ex-officio”, means a member of the board or a committee by right of office.
2.5 “member”, means a member in good standing who shall at all times conduct herself in a personal and professional manner to promote and enhance the objectives of the Saskatoon Women’s Network.
2.6 “network”, means the Saskatoon Women’s Network Inc.
2.7 “term”, means the term of office as a director and shall commence at the close of annual general meeting.
2.8 “AGM”, means Annual General Meeting.

Article III – Membership

3.0 Member in Good Standing shall at no time use unethical or improper business practice or other conduct which would violate the objectives of the Network or which is detrimental to its members. She shall conduct herself in a personal manner that would not injure the reputation of the Network or its members. She shall conduct herself to allow other members to fully participate in activities of the Network.

3.1 Membership in the Saskatoon Women’s Network shall be open to all women who have paid the annual membership fee.

3.1.1 The annual membership fee is to be paid by each member.
3.1.2 The membership fee is due and payable in each calendar year, before the AGM or by any other date as established by the board.
3.1.3 If the membership fee is not paid by the date of the annual general meeting or by any other date as established by the board, the person who has not paid the membership fee shall not be eligible to hold office or vote at the AGM.
3.1.4 Any person who joins the Saskatoon Women’s Network after the 1st day of January in each year or any other date established by the board shall pay the next year’s annual fee plus a portion of the current year’s fee as determined by the board.
3.1.5 Any member failing to pay dues by May 31 in any year shall be notified in writing by the administrative assistant at the member’s last known address that if the dues are not paid on or before June 15th in that year that person’s membership shall automatically be terminated.
3.1.6 The Board may reinstate a former member whose membership has been terminated for failure to pay fees, upon the former member’s application and payment of any outstanding fees and/or arrears.
3.1.7 The membership fee is neither transferable nor refundable. The membership shall be considered a personal/individual membership. It is not a corporate membership.

3.2 Review of Membership

3.2.1 Termination

a) A Disciplinary Committee shall be established on behalf of the
board. The Disciplinary Committee shall be comprised of board
members and members at large.
b) Failure to comply with article 1.1 Objectives of the Corporation or
article 3.0 Member in Good Standing may result in review of
membership, which may result in termination. A vote of not less
than two-thirds of the Disciplinary Committee at a meeting called
for that purpose shall be required.

3.3 Resignation

The resignation of a member shall be in writing addressed to the president or secretary.
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3.4 Forfeiture

The rights and privileges of a member, including any rights in the property of the network,
shall cease to exist when her membership interest in the network is resigned or terminated
for any reason.

Article IV – Board of Directors

4.0 The board of directors of the Corporation shall consist of the persons elected to the
following positions:

a) President;
b) Vice-President;
c) Treasurer;
d) Secretary;
e) Membership;
f) Program;
g) Special Events;
h) Resource Book;
i) Vacation Dinner;
j) Newsletter;
k) Website;

4.1 The immediate past-president shall be an ex-officio director for one year.
4.2 The board shall be elected by ballot or by show of hands at the AGM of the Corporation.
4.3 The term of office for each director shall begin at the close of the AGM at which they are
elected.
4.4 If any position, other than that of President, becomes vacant prior to the end of the term,
the board may appoint a qualified member to that office for the unexpired portion of the
term.
4.5 If the President’s position becomes vacant prior to the end of the term, it shall be filled by
the Vice-President for the unexpired portion of the term.

Article V – Term of Office

5.0 Each person elected to the board shall hold office for a term of one year.

5.1 No person shall hold the same office for more than two consecutive years.
5.2 No person shall serve as a director of the board for more than five (5) consecutive years.

Article VI – Powers & Duties of the Board of Directors

6.0 The directors shall manage the activities of the Corporation.

6.1 The directors shall be responsible for all policy making decisions, long term planning and
financial control of the Corporation.

Article VII – Duties of the Board of Directors

7.0 It is mandatory that all Board of Directors achieve 80% participation at all board meetings,
special meetings and SWN events and functions.

7.0.1 Operational responsibilities of the Board of Directors are outlined in detail in the job descriptions.
7.0.2 Although each director is responsible for the duties set forth in these bylaws and in the job description of that position, she is not expected to perform all duties personally and may delegate the performance of such duties as deemed necessary.
7.0.3 A Director shall perform such other duties from time to time as may be
assigned by the board.

Section 1 – President
7.1 The President of the board shall provide leadership and direction to the board and
membership.

Section 2 - Vice President
7.2 The Vice-President of the board shall assist the President in the performance of her duties.
The Vice president shall assume all the powers and perform all the duties of the President in
her absence.

Section 3 – Secretary
7.3 The Secretary shall be responsible for recording, maintaining and distributing all necessary information, documents and correspondence to the board and members. She shall have sole custody of all books, records and papers of the Corporation, except such documents as are necessary to be in the custody of the Treasurer or such other person or persons authorized to have possession of such documents as determined by resolution of the board;

Section 4 – Treasurer
7.4 The Treasurer shall be responsible for the control and supervision of the collection, receipt
and deposit of all monies payable to the Saskatoon Women’s Network, and shall make
such disbursements of monies as authorized by the board. In addition, maintaining full
and accurate financial records of the Corporation sufficient for the production of a financial
statement for review or audit.

Section 5 – Membership
7.5 The Membership Director shall be responsible for facilitating membership inquiries and
providing direction to new members.

Section 6 – Program
7.6 The Program Director shall be responsible for the organization of all regularly scheduled
breakfast and luncheon meetings.

Section 7 – Special Events
7.7 The Special Events Director shall be responsible for planning, coordinating and facilitating
all special events of the Saskatoon Women’s Network.

Section 8 – Resource Book
7.8 The Resource Book Director shall be responsible for the annual production of the Saskatoon Women’s Network resource book.

Section 9 – Vacation Dinner
7.9 The Vacation Dinner Director shall be responsible for the planning, coordinating and
facilitating the annual Vacation Dinner.

Section 10 – Newsletter
7.10 The Newsletter Director shall be responsible for the coordination, production and distribution of bimonthly newsletter.

Section 11 – Website
7.11 The Website Director shall be responsible for the operation, maintenance and development of the SWN website.

Article VIII – Meetings

8.0 Meetings pertaining to the Saskatoon Women’s Network comprise of the AGM, board of director meetings, committee meetings, sub-committee meetings and special meetings.

Section 1 – Annual General Meeting
8.1 There shall be an AGM of the members of the Corporation which shall be held before the
end of May in each year or at such other time as may be established by the board.

8.1.1 Notice of the AGM shall be sent to all members of the Corporation at least
three (3) weeks prior to the date of the annual general meeting and the
notice shall state the date, time, place and the nature of the business to
be conducted at the meeting.
8.1.2 The AGM shall be chaired by the President or a person appointed by the
President and the business to be transacted at the AGM shall be the
following:

a) Consideration and adoption of the minutes of the previous annual
general meeting;
b) Consideration of financial statements and Treasurer’s report;
c) Consideration of the reports of the President and Committee
Directors;
d) Appointment of auditor or designated accountant and
consideration of financial statement report;
e) Consideration of any amendments to bylaws;
f) New business;
g) Election of directors and officers of the board;
h) Adjournment.

Section 2 – Regular Board of Director Meetings
8.2 The board shall meet on the first Tuesday evening of each month or such other date as the
board may determine from time to time. The location of the meeting will be as determined
by the board from time to time.

8.2.1 Notice of any regular meeting shall be given not less than forty-eight (48)
hours prior to the meeting, which notice may be waived by the directors of
the board;
8.2.2 The business to be transacted at the regular meetings of the board shall
include:

a) Consider and adopt minutes of last regular meeting and any
intervening special meeting of the board;
b) Read and consider correspondence and taking action thereon;
c) Receiving and reviewing the report of each of the directors of the
board and taking action thereon;
d) Unfinished Business;
e) New business.

Section 3 – Special Meetings
8.3 A special meeting of the board shall be called within ten (10) days after the filing with the secretary of a requisition in writing, signed by at least twenty percent (20%) of the members in good standing. The purpose of the meeting shall be stated in the requisition. Except in cases of emergency, at least five (5) days notice shall be given to the membership of such special meeting.
Section 4 – Quorum
8.4 A majority of directors constitutes a quorum at a regular meeting of directors;

8.4.1 Twenty percent (20%) of the members in good standing shall constitute a quorum at annual general meetings of the Corporation;
8.4.2 If a quorum is present at the opening of a meeting of the members or the board, the members or directors present, as the case may be, may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting;
8.4.3 If a quorum is not present at the opening of the meeting, the members in the case of an annual general meeting or the directors in the case of a regular meeting may adjourn the meeting to a fixed time and place but shall not transact any other business.

Section 5 – Procedures
8.5 Unless otherwise provided, questions arising at any meeting shall be decided by a majority
of those present. In the event of a tie vote, but not otherwise, the President as chairperson
of the meeting shall have the deciding vote.

Article IX – Committees of the Board
9.0 There shall be the following standing committees of the board:

a) Finance Committee;
b) Membership Committee;
c) Program Committee;
d) Special Events Committee;
e) Resource Book Committee;
f) Vacation Dinner Committee;
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g) Newsletter Committee;
h) Nominating Committee;
i) Website committee;
j) Bylaw committee.

9.1 The chairpersons for each committee shall be appointed from amongst the members of the
board.
9.2 The members of the committees shall be comprised of members of the Corporation.
9.3 The chairperson of each committee shall be responsible for calling the meetings of the
committee.
9.4 All committees of the board shall function in an advisory capacity to the board unless
otherwise expressly stipulated by resolution of the board.
9.5 The board may by resolution dissolve any committee at any time.

Article X – Finance

10.0 For the purpose of financial reporting and terms of office of elected directors, the Corporation shall operate on a twelve month period running May 1 to April 30 or such other twelve month period as may be determined by the membership at an AGM.

Article XI – Banking

11.0 All monies received by or on behalf of the Corporation shall be deposited by such persons
and invested in such manner as designated by the board.
11.1 The Treasurer is hereby authorized for and in the name of the Corporation to do the
following:

a) subject to the approval of the board, draw and make all cheques
necessary for the payment of the accounts payable of the Corporation;
b) subject to the approval of the board, invest certain funds of the
corporation;
c) to receive any and all monies for the benefit of the corporation and deposit
such monies to such accounts designated for the Corporation.

Article XII – Signing Officers

12.0 Any two (2) of the President, Vice-President or Treasurer acting jointly, are authorized on
behalf of the Corporation to sign and execute all cheques, contracts, agreements, or other
documents requiring execution by the Corporation and as authorized by the board.
Article XIII – Winding Up
13.0 In the event of the winding up of the Corporation, the remaining assets, after payment of all
just and legal debts and obligations, shall be distributed to one or more charitable
organizations in Saskatoon as may be decided by the members at an annual or special
meeting.
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Article XIV – Amendment of Bylaws
14.0 Notice of motion to amend any part of the bylaws shall be given at a regular meeting of the
board and the motion shall be presented at the following regular meeting of the board.
14.1 Notice of motion to make a new bylaw or to amend these bylaws shall be given in the
notice calling the meeting of the board at which it is intended to present the bylaw or
amendment.
14.2 Amendments shall receive the affirmative vote of at least two-thirds (2/3) of the directors
present at a duly constituted meeting of the board.
14.3 Any amendment to these bylaws or repeal of a bylaw shall be submitted to the members at
the next annual general meeting following such repeal or amendment and the members,
by ordinary resolution, may confirm, reject or amend the bylaw, amendment or repeal.
Article XV – Approval
15.0 These bylaws shall replace any previous bylaws of the Corporation and become effective
when adopted by the board and confirmed and approved by the members of the
Corporation.