SUPPLY CHAIN MANAGEMENT ASSOCIATION ALBERTA BYLAWS

Transcription

1 SUPPLY CHAIN MANAGEMENT ASSOCIATION ALBERTA BYLAWS ARTICLE 1 NAME The name of this association shall be named the Supply Chain Management Association Alberta (hereinafter referred to as SCMA AB ) as stipulated by Order in Council 278/2014 dated July 8, 2014, incorporated under the Professional and Occupational Associations Registration Act of Alberta ( the Act ), and the Supply Chain Management Association Alberta Regulation ( the Regulations ). ARTICLE II MEMBERSHIP Section 1. Membership. Any individual that subscribes to the purpose of SCMA AB shall be eligible to apply for membership. Section 2. Membership Categories. There shall be six (6) membership categories and the SCMA AB Registrar shall maintain a register, pursuant to Section 3 of the Regulations, for each of the following categories: 1. Supply Chain Management Professional, 2. Regular Member, 3. Honorary Life Member, 4. Retired Member, 5. Student Member and, 6. Academic in Supply Chain Member. Section 3. Supply Chain Management Professional. Supply Chain Management Professional membership shall be open to any individual who may apply to the Registration Committee of SCMA AB for Supply Chain Management Professional membership, having met the criteria specified in Section 9 of the Regulations which includes successful completion of the SCMA AB s Written Final Certification Examination, upon approval by the Registration Committee, and payment of prescribed fees and dues, shall become a Supply Chain Management Professional Member. 3.1 Supply Chain Management Professional Members Rights. Each Supply Chain Management Professional Member shall have the following rights, 1. To use the title Supply Chain Management Professional and the abbreviation SCMP, pursuant to Section 26 of the Regulations, 2. To receive a certificate of registration from the SCMA AB Registrar, pursuant to section 6 of the Regulations, 3. To attend annual and special general meetings, make motions, speak in debate, and have a single voting privilege on each question, when annual dues and any required registration fee has been paid. 3.2 Supply Chain Management Professional Members Responsibilities. Each Supply Chain Management Professional Member shall, complete in each 3-year period, thirty (30) continuing education credits, pursuant to Section 8 of the Regulations. Section 4. Regular Member. Regular membership shall be open to any individual who may apply to the Registration Committee of SCMA AB for Regular Member membership, and upon approval by 1 P a g e

2 the Registration Committee, pursuant to Section 10 of the Regulations, and payment of prescribed fees and dues, shall become a Regular Member. 4.1 Regular Members Rights. Each Regular Member shall have the right to attend annual and special general meetings, make motions, speak in debate, and have a single voting privilege on each question, when annual dues and any required registration fee has been paid. Section 5. Honorary Life Member. The Board may grant Honorary Life membership to a member who has made an outstanding contribution to SCMA AB, is retired from active participation in business, and has at least twenty (20) years of service to SCMA AB. 5.1 Honorary Life Members Rights. Each Honorary Life Member shall have the right to attend annual and special general meetings, make motions, speak in debate, and have a single voting privilege on each question. Section 6. Retired Member. Retired Membership shall be open to any Supply Chain Management Professional Member or Regular Member who has a minimum of five (5) years of membership in SCMA AB and has retired from active participation in business, who may apply to the Registration Committee of SCMA AB for Retired Member membership, and upon approval by the Registration Committee shall become a Retired Member. 6.1 Retired Members Rights. Each Retired Member shall have the right to attend annual and special general meetings, make motions, and speak in debate, when annual dues and any required registration fee has been paid. Section 7. Student Member. Student membership shall be open to any individual who is a full-time student at a recognized post-secondary educational institution in Alberta, who may apply to the Registration Committee of SCMA AB for a Student Member membership, and upon approval by the Registration Committee and payment of prescribed fees and dues shall become a Student Member. 7.1 Student Member Rights. Each Student Member shall have the right to attend annual and special general meetings, make motions, and speak in debate, when annual dues and any required registration fee has been paid. Section 8. Academic in Supply Chain Member. Academia membership shall be open to anyone employed full-time as an academic instructor and/or teacher at a college, university, or other accredited academic institutions with an educational responsibility of instructing Supply Chain Management, including purchasing, materials management, or other related fields or subjects within the SCM curriculum. All applications will be reviewed and approved by the Registration Committee and/or the Chief Executive Officer to ensure all criteria have been met. 8.1 Academic in Supply Chain Members Rights. Each Academic Member shall have the right to attend annual and special general meetings, make motions, and speak in debate, when annual dues and any required registration fee has been paid. Section 9. Member Rights. Each member shall have the rights as specified by each membership category, and shall have the following rights, 1. To receive an annual membership card from the SCMA AB Registrar that shall expire on the member s anniversary date each year, or the written reasons for refusal of the registration renewal from the Registration Committee, pursuant to Section 8 of the Regulations, 2 P a g e

3 2. To receive service of written notice, if in default of payment of penalties, costs or any other fees, dues or levies, that their membership may be suspended or cancelled after 30 days unless the member complies with the notice, pursuant to Section 20 of the Regulations, 3. To receive notices of annual and special general meetings, and, 4. These rights shall continue so long as the member continues to be a member unless some or all of these rights are properly restricted or rescinded pursuant to the adopted rules of SCMA AB. Section 10. Member Responsibilities. Each Member shall have the responsibilities as specified by each membership category, and shall have the following responsibilities, 1. Pay the annual fee, pursuant to Section 7 of the Regulations, 2. Upon request, surrender to the SCMA AB Registrar all documents relating to their registration if the registration is cancelled, pursuant to Section 18(3) of the Regulations, and 3. If so desired, request in writing cancellation of registration subject to approval by the Board, pursuant to Section 19 of the Regulations. Section 11. Dues and Fees. The Board shall set all dues and fees to be paid by the members, pursuant to Section 7 of the Regulations Annual Fees. Annual membership fees shall be payable on or before the member s anniversary date for the following fiscal year. Membership fees for all membership category types will be reviewed annually by the Board. Any changes to the fees or fee structure will be on the approval of the Board of Directors and will be communicated to the members. Section 12. Compliance with Code of Ethics. A member shall comply with the Code of Ethics as adopted by SCMA AB and as may be properly amended from time to time. Section 13. Termination. Membership shall cease by approved resignation, non-payment of dues and fees, or cancellation of registration Resignation. A registered member may resign by sending a written resignation to the Chief Executive Officer. The resignation shall be effective upon approval by the Board, pursuant to Section 19 of the Regulations Non-payment of Dues and Fees. A membership, in any category, shall cease for non-payment of annual fees, penalties, costs or any other fees, dues or levies if not received thirty (30) days after the receipt of notice, pursuant to Section 20 of the Regulations Cancellation of Registration. The Discipline Committee may direct the cancellation of a member s registration, pursuant to Section 33(1) of the Act, subject to review by the SCMA AB Board pursuant to Section 36 of the Act, and subject to appeal to the Court of Queen s Bench pursuant to Section 37 of the Act. ARTICLE III OFFICERS AND DUTIES Section 1. Officers. There shall be a chair, vice-chair, past-chair, secretary, and treasurer. Section 2. Election, Term of Office. The officers shall be elected by ballot at the AGM. The chair shall serve a term of two (2) years or until their successor is elected. The vice-chair, secretary and 3 P a g e

4 treasurer shall serve a term of two (2) years or until their successors are elected. The past-chair will remain for a term of one-year on the Board in an ex-officio capacity with voting rights. All terms of office shall begin at the close of the meeting at which they were elected. In the event that the Board fills a vacancy, the appointed officer shall serve until the next AGM or Special General Meeting at which an election shall be held for the vacated positions for the balance of the original term that was vacated. At any AGM or Special General Meeting called for that purpose, an election for any officer position may be held for the unexpired term of the office being elected. Section 3. Eligibility. Only Supply Chain Management Professional members shall be eligible for election or appointment as chair, and vice-chair. A chair shall not serve a second two-year consecutive term. Members may hold more than one (1) office at a time. The secretary and treasurer must be members of SCMA AB, pursuant to Section 12(3) of the Act. Section 4. Duties of the Chair. The chair shall appoint a presiding officer, who may be themselves, for meetings of the Board and general meetings of SCMA AB, and shall have all of those duties and powers set forth for same in the parliamentary authority of SCMA AB. In addition, the chair shall have such further duties and powers as are set forth in these bylaws, the standing orders, and as may be authorized or instructed by the Board. Section 5. Duties of the Vice-Chair. The vice-chair shall perform such other duties as may be prescribed by the chair. The vice-chair shall have such other duties and powers as are set forth in these bylaws, the standing orders, and as may be authorized or instructed by the Board. Section 6. Duties of the Secretary. The secretary shall maintain and file all Board documentation regarding contracts, awards, correspondence, minutes and notices. The Board may designate a repository for this documentation with a contractual party, but the secretary shall retain control of and access to these filings and archives. The secretary shall have such other duties and powers as are set forth in these bylaws, the standing orders, and as may be authorized or instructed by the Board. Section 7. Duties of the Treasurer. The treasurer shall maintain the financial records of SCMA AB. The treasurer shall compile the information with which to prepare the annual budget and the annual audit. The treasurer shall report current financial information at each meeting of the Board and at the AGM; a written copy of this report must be filed with the secretary and/or Chief Executive Officer. The treasurer shall chair the finance and audit committee. The treasurer shall have such other duties and powers as are set forth in these bylaws, the standing orders, and as may be authorized or instructed by the Board. Section 8. Ceasing to an Officer. An officer shall cease to hold the office and the office shall be deemed to be vacant upon, 1. The death of the officer, 2. The Secretary and /or Chief Executive Officer receiving a written resignation from the officer, and the resignation shall be effective upon receipt unless specified otherwise, 3. The officer is absent from three (3) meetings of Directors in a fiscal year without the consent of the Board, 4. The bankruptcy of the officer, 4 P a g e

5 5. The incapacity of the officer, 6. No longer an active member in good standing with the association. Section 9. Filling Officer Vacancies. In the event of the vacancy in the office of the chair, the vicechair shall succeed to the role as chair. In the event of a vacancy in the office of the secretary, or treasurer, the Board shall fill the vacancy until the next annual or special general meeting. The chair shall secure and transfer the records of the vacant officer to the successor expeditiously. ARTICLE IV - BOARD OF DIRECTORS Section 1. Composition. The Board of Directors, (herein referred to as the Board ) shall have twelve (12) members, and shall consist of five (5) officers of SCMA AB: Chair, Vice-Chair, Past- Chair (ex-officio), Secretary, Treasurer, and, six (6) directors elected at an AGM or Special General Meeting called for that purpose, to be designated: Director-Industry, Director-North, Director-South, Director Program Candidate, (2) Directors-at-Large, and one (1) Director-Public appointed by the Minister pursuant to Section 12(3) of the Act. Section 2. Election and Terms. 2.1 Election, Term of Office. The elected directors shall be elected by ballot at the AGM. The directors shall serve a term of two (2) years or until their successors are elected or appointed, and their term of office shall begin at the close of the meeting at which they were elected or appointed. In the event that the Board fills a vacancy, the Board appointed director shall serve until the next annual or special general meeting at which an election shall be held for the vacated positions for the balance of the original term that was vacated. At an annual general or special general meeting called for that purpose, an election for any elected director position may be held, for the unexpired term of the director position being elected. Section 3. Ceasing to be a Director. A director shall cease to be a director and a vacancy shall be created upon, 1. The death of the director, 2. The Secretary and/or Chief Executive Officer receiving a written resignation from the director, and the resignation shall be effective upon receipt unless specified otherwise, 3. The elected director ceasing to be a member of SCMA AB, 4. The Director-Public is removed by the Minister or the Minister appoints a successor, 5. The director is absent from three (3) meetings of Directors in a fiscal year without the consent of the Board, 6. The bankruptcy of the director, 7. The incapacity of the director, 8. No longer an active member in good standing with the association. Section 4. Vacancies on the Board. A vacancy in a position of elected director shall be filled by the Board until the next annual or special general meeting. No such vacancy shall be filled in the period commencing thirty (30) days prior to the AGM. If an action is taken at an AGM that will create a vacancy in the position of director upon adjournment, the vacancy shall be filled by election at that AGM. 5 P a g e

6 Section 5. Eligibility. Only SCMA AB Members shall be eligible for election or appointment, as an elected director, pursuant to Section 12(3) of the Act. Only Supply Chain Management Professional members shall be eligible for election or appointment as Director-North, Director-South, and Director at Large. The Director-Program Candidate must be accepted into the SCMP program, be a member of SCMA AB in good standing and have completed the program requirements as stipulated by the Nominations Committee to be eligible for this position. Section 6. Duties of the Board. The Board shall manage, conduct, govern and oversight the business and affairs of SCMA AB and exercise the rights, powers and privileges of SCMA AB in the name and on behalf of SCMA AB, pursuant to Section 13(1) of the Act. It shall have all of those duties and powers set forth for same in the parliamentary authority of SCMA AB and those duties and powers set forth under the statutes of Alberta. Section 7. Duties of the Directors. The directors may be assigned duties by the chair or the Board. For a complete listing of roles and responsibilities on the Board, refer to the Roles/Responsibilities document included in the Board of Directors Governance Handbook. Section 8. Regular Meetings. The Board shall hold at least two (2) regular meetings during the year at a time and by such means as determined by the Board. One of the regular meetings shall be held on the day immediately following the close of the AGM, and shall be identified as the post-agm Board meeting. Regular meetings of the Board, other than the post-agm board meeting, shall have at least fifteen (15) days notice. Section 9. Special Meetings. Special meetings of the Board may be called by the chair or by any five (5) Board members who provide all Board members with at least fifteen (15) days notice of the special meeting, and said notice may be electronic. Section 10. Quorum. A majority of members of the Board shall constitute a quorum. Section 11. Method of Meeting. Meetings of the Board may be held in person, telephonically, or electronically. Any meeting shall provide for communication among all members of the Board synchronously. Section 12. Method of Notice for Meetings. Meetings of the Board shall be noticed to the Board members and the Chief Executive Officer, in writing or by electronic mail. Section 13. Authority. No member of the Board shall have any authority to act on behalf of SCMA AB except as may be authorized in these bylaws, the standing orders, and as may be authorized, instructed or delegated by the Board. Section 14. Directors Resolution. In the absence of a meeting, a written resolution signed by all Directors is as valid as if it had been passed at a meeting of the Directors. 6 P a g e

7 ARTICLE V NOMINATIONS AND ELECTIONS Section 1. Notice of Candidacy. Those persons who declare to the SCMA AB Chair of the Nominating Committee their candidacy for officer and director positions, and who give notice of intent to run at least fifteen (15) calendar days prior to the issuance of the call of the general meeting shall have their names, along with the position for which they are candidates, in the notice of meeting. Section 2. Nominations by the Nominating Committee. The Nominating Committee shall nominate at least one candidate for each officer and director position for which an election will be held. Section 3. Nominations and Elections at General Meetings. 3.1 Officers and Directors. Officers and elected directors shall be elected at the AGM, or Special General Meeting called for that purpose, by majority vote. 3.2 Sequence of Elections. The election of officers shall occur prior to the election of directors. 3.3 Nominations from the Floor. Candidates for officer and director positions may be nominated from the floor. 3.4 Consent to Serve. No person s name will be placed on the ballot until the nominee has signed a consent form affirming qualification for the office sought and an agreement to serve if elected. ARTICLE VI MEETINGS OF THE MEMBERSHIP Section 1. Annual General Meeting. A regular annual meeting of the membership, herein referred to as the annual general meeting ( AGM ), shall be held each year at a date and at a location in Alberta to be determined by the Board, for the purpose of: presenting a financial statement setting out SCMA AB s income, disbursements, assets and liabilities, audited and signed by SCMA AB s auditor; appointment of auditor for the upcoming fiscal year; electing officers and directors; receiving reports; and transacting such other business as shall properly come before the meeting. Section 2. Special General Meeting. A special general meeting of the membership may be called by a majority vote of the Board, or upon written request of at least twenty-five (25) percent of the Voting Members delivered to the Chief Executive Officer ( Meeting Request ). Upon receipt of the Meeting Request, the Board shall provide notice of the requested meeting within fourteen (14) days of the receipt of the Meeting Request. Section 3. Notice. The official notice of each general meeting shall be distributed to all members at least fifteen (15) calendar days, but no more than sixty (60) days before the meeting is to convene. Notices may be distributed to members using mail service or electronic mail ( ) and may be distributed by electronic mail unless otherwise requested in writing to SCMA AB. Section 4. Voting Members. The record date for eligibility to vote at meetings of the membership shall be five (5) days prior to the meeting. The roll of members shall be those members whose dues are current on that date, five (5) days before the meeting. 7 P a g e

8 Section 5. Quorum. Fifteen (15) Voting Members, including a majority of the Board, shall constitute a quorum for an AGM or special general meeting. Section 6. Proxy Voting. Proxy voting shall not be allowed at any meeting of the membership. Section 7. Mail Votes. The Board may authorize votes by the membership on a question to be conducted by mail, or by , with notice of each vote distributed to all members at least fifteen (15) calendar days, but no more than sixty (60) days before the cut-off of the vote. Notices may be distributed to members using mail service or electronic mail ( ) unless otherwise requested in writing to SCMA AB. ARTICLE VII COMMITTEES Section 1. Purpose of Standing and Special Committees. The purpose of committees is to support SCMA AB by member involvement in SCMA AB, and to provide for a strong and effective governance system. Section 2. Standing Committees. There shall be the following standing committees: 1. Discipline, pursuant to Section 17 of the Act and Section 15 of the Regulations, 2. Registration, pursuant to Section 2 of the Regulations, 3. Practice Review, pursuant to Section 11 of the Regulations, 4. Nominating, 5. Governance, 6. Executive, 7. Finance and Audit. Section 3. Discipline Committee. 3.1 Membership. The Discipline Committee shall be appointed by the Board, and shall consist of at least three (3) supply chain management professionals who are not members of the Board one of whom shall be appointed chair, and one (1) or more other supply chain management professionals pursuant to Section 15(1) of the Regulations. The Discipline Committee shall choose one of its members to act as chair and a member to act as vice-chair, pursuant to Section 18(1) of the Act. In the absence or inability to act of the chair, the vice-chair has the powers and duties of the chair, pursuant to section 18(2) of the Act. 3.2 Call of Meetings. The Discipline Committee shall meet at the call of the chair, pursuant to Section 15(3) of the Regulations. 3.3 Quorum. A quorum at meetings of the Discipline Committee shall be three (3) members, pursuant to Section 15(4) of the Regulations. 3.4 Duties. The Discipline Committee shall have the powers, duties and responsibilities as specified in the Act and the Regulations, and such other powers, duties and responsibilities as may be assigned and instructed by the Board. Section 4. Registration Committee. 4.1 Membership. The Registration Committee and its Chair shall be appointed by the Board, and shall consist of at least three (3) supply chain management professionals who are not members of the 8 P a g e

9 Board one of whom shall be appointed chair, and one (1) or more other supply chain management professionals and the SCMA AB Registrar, pursuant to Section 2(1) of the Regulations. 4.2 Call of Meetings. The Registration Committee shall meet at the call of the chair, pursuant to Section 2(3) of the Regulations. 4.3 Quorum. A quorum at meetings of the Registration Committee shall be three (3) members, pursuant to Section 2(4) of the Regulations. 4.4 Duties. The Registration Committee shall have the powers, duties and responsibilities as specified in the Regulations, and such other powers, duties and responsibilities as may be assigned and instructed by the Board. Section 5. Practice Review Committee. 5.1 Membership. The Practice Review Committee and its Chair shall be appointed by the Board, and shall consist of at least three (3) supply chain management professionals who are not members of the Board one of whom shall be appointed chair, and one or more (1) other supply chain management professionals, pursuant to Section 11(1) of the Regulations. 5.2 Call of Meetings. The Practice Review Committee shall meet at the call of the chair, pursuant to Section 11(3) of the Regulations. 5.3 Quorum. A quorum at meetings of the Practice Review Committee shall be three (3) members, pursuant to Section 11(4) of the Regulations. 5.4 Duties. The Practice Review Committee shall have the powers, duties and responsibilities as specified in the Regulations, and such other powers, duties and responsibilities as may be assigned and instructed by the Board. Section 6. Nominating Committee. The Nominating Committee shall consist of the Chief Executive Officer, senior staff member, and at least three (3) former or current Board members and/or Directors who are not seeking election, who shall be appointed by the Board with one of the appointed members being appointed chair. 6.1 Duties. The Nominating Committee shall nominate at least one candidate for each officer and director position for which an election will be held, and obtain signed consent forms from each candidate affirming qualification for the office sought and agreement to serve if elected. Section 7. Governance Committee. The Governance Committee will consist of a senior staff member, the Secretary and at least three (3) former or current board members, directors, and/or general members whose credentials have been accepted/vetted by the Board. 7.1 Duties. The Governance Committee will develop and recommend to the Board of Directors appropriate by-laws, policies, procedures, evaluation processes and board member development opportunities to support effective governance of the association. Section 8. Executive Committee. The Executive Committee will consist of the Chair of the Board of Directors, Vice-Chair, Chief Executive Officer, and the Treasurer. 8.1 Duties. The Executive Committee will provide leadership in identifying strategic priorities, to manage the succession planning for the CEO and to contribute to the continuity of activity on highpriority issues between Board meetings, where required. 9 P a g e

10 Section 9. Finance and Audit Committee. The Finance and Audit Committee shall be appointed by the Board, Chaired by the Treasurer. 9.1 Duties. The Finance and Audit Committee shall submit an annual budget at the beginning of the fiscal year for approval by the Board. The committee will confirm for the Board and the membership, through meetings with the auditor and SCMA AB management staff, that the audited financial statements present fairly in all material respects the financial position of SCMA AB at the fiscal year end. Section 10. Special Committees. Except as otherwise provided in the bylaws or standing orders, special committees may be established by the members at an AGM or Special General Meeting called for that purpose, the Board or the chair. Section 11. Terms. The term of office for each committee member shall begin upon appointment and conclude when a successor is appointed. Section 12. Call of Meetings. Committee meetings shall be at the call of the chair. Section 13. Vacancies. Vacancies on a committee shall be filled in the same manner as the original selection of the members for the balance of the term. Section 14. Meetings of Standing and Special Committees. Committee meetings may be held in person, telephonically, or electronically. Any meeting shall provide for communication among all committee members synchronously. Section 15. Chair s Ex-Officio Committee Membership. The chair shall be an ex-officio member of all committees except the Discipline, Registration, Practice Review, Nominating and Governance Committees, and as such, when the chair is not in attendance shall not be included in determining quorum, but when in attendance shall be included in the count in determining the presence of a quorum. ARTICLE VIII ADMINISTRATION Section 1. Appointment of Chief Executive Officer. The Board shall engage and appoint a Chief Executive Officer, reporting to the Board, to manage the day-to-day operations of SCMA AB. The Chief Executive Officer shall have the right to notice of meetings, attend, make motions, speak in debate, but not vote, at meetings of the Board of Directors, standing, and all special committees. Section 2. Appointment of Registrar. The Board shall engage and appoint a Registrar, who must be a Supply Chain Management Professional, reporting to the Chief Executive Officer, who shall have all the powers, duties and responsibilities as specified in the Regulations, and such other powers, duties and responsibilities as may be assigned and instructed by the Board and the Chief Executive Officer. 10 P a g e

11 ARTICLE IX CONFLICT OF INTEREST Section 1. Conflict of Interest. A director or Officer of SCMA AB who is a party to a material contract or proposed material contract with SCMA AB, or is a director or an officer of or has a material interest in any organization, partnership, company, corporation, society or individual ( person ) who is a party to a material contract or proposed material contract with SCMA AB shall disclose fully the nature and extent of the interest. No such director of SCMA AB shall vote on any resolution to approve such a contract, however, the director can be present during such a vote and if present at the meeting shall be counted to determine the presence of a quorum at the meeting whether the director was present for the vote or not. Section 2. Valid Contracts. If a material contract is made between SCMA AB and one or more of its directors or officers, or between SCMA AB and another person of which a director or officer of SCMA AB is a director or officer or in which he has a material interest: (i) the contract is neither void or voidable by reason only of the relationship, or by reason only that a director with an interest in the contract is present or is counted to determine the presence of a quorum at a meeting of directors that authorized the contract: and (ii) a director or officer or former director or officer of SCMA AB to whom a profit accrues as a result of the making of the contract is not liable to SCMA AB for that profit by reason only of holding office as a director or officer if the director or officer disclosed their interest in accordance herewith and the contract was approved by the directors or the members and it was reasonable and fair to SCMA AB at the time it was approved. Section 3. Notice of Conflict. A general notice that any director or officer is a member of a person and if it is to be regarded as interested in any subsequent transaction with such person, shall be sufficient disclosure under the previous section and after such notice, it shall not be necessary to give any further notice relating to any particular transaction with such person. ARTICLE X INDEMNIFICATION Officers, directors, and employees of SCMA AB shall be indemnified for any costs, expenses, or liabilities necessarily incurred in connection with the defense of any action, suit or proceeding in which they are made a part by reason of being or having been a member serving in an elected or an appointed capacity. No member or employee shall be indemnified when adjudged in the action or suit to be liable for gross negligence or misconduct in the performance of duty. ARTICLE XI DISSOLUTION In the event of the dissolution of SCMA AB, the assets shall be liquidated and distributed equally to the members of SCMA AB as directed by the Board. ARTICLE XII PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern SCMA AB in all cases to which they are applicable and in which they are not inconsistent with the bylaws and any special rules of order that SCMA AB may adopt. 11 P a g e

12 ARTICLE XIII AMENDMENT AND SPECIAL RESOLUTION Section 1. Amendment of Bylaws. The bylaws may be amended by a majority vote of members, at an AGM, a special general meeting called for that purpose, or by a mail vote, for which notice of any proposed amendments or revision has been provided at least fifteen (15) calendar days prior to the meeting or mail vote, pursuant to Section 15(2) of the Act. ARTICLE XIV AFFILATION AGREEMENTS Section 1. Supply Chain Association Affiliations. The Board by two-thirds (2/3) vote may affiliate with any organization having similar objects to those of SCMA AB, and may amend or cancel any such affiliation. ARTICLE XV FINANCES, BORROWING AND RECORDS Section 1. Fiscal Year. The fiscal year shall be July 1 through June 30. Section 2. Borrowing. SCMA AB may borrow funds or other assets, but shall not issue or grant any form of security without consent of the members. Section 3. Records Inspection. Any member may inspect the books and records of SCMA AB after having provided a reasonable notice and arranging a time satisfactory to the Officer having charge of the records. Section 4. Corporate Seal. The Secretary and/or Chief Executive Officer shall have custody of the corporate seal. Bylaw History Ratified March 20, 1990 Amended June 7, 1995 Amended May 12, 2000 Amended May 23, 2006 Amended June 9, 2009 Amended November 27, 2012 Amended August 13, 2013 October 30 th, 2014, Revised Bylaws Adopted by Majority Vote Amended July 30 th, 2015, Proposed Amendments to the Bylaws Adopted by Majority Vote. Amended April 28 th, 2017, Fiscal Year-End Amendment adopted by Majority Vote. June 30, 2017, Revised Bylaws Adopted by Majority Vote 12 P a g e