BYLAWS OF THE SASKATOON SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS (SPCA)

Similar documents
BC SPCA Constitution and Bylaws

MERIDIAN CREDIT UNION LIMITED BY-LAW NO. 1

BC SPCA Constitution and Bylaws

SOCIETIES ACT BYLAWS OF THE KWANTLEN POLYTECHNIC UNIVERSITY ALUMNI ASSOCIATION TABLE OF CONTENTS

COMPUTE CANADA CALCUL CANADA GENERAL OPERATING BY-LAW NO. 1

SPORT MEDICINE COUNCIL OF BRITISH COLUMBIA CONSTITUTION

By-Laws SVAI. Specialty Vehicle Appraisal Institute of Alberta

BYLAWS OF THE INTERNATIONAL HEALTH ECONOMICS ASSOCIATION ARTICLE 1 NAME, DEFINITIONS, LOCATION, AND PURPOSE

RULES RUGBYWA JUNIORS INC

SASKATCHEWAN CYCLING ASSOCIATION BYLAWS

The Seal of COACH shall be in such a form as shall be prescribed by the Board and shall have the full legal name of COACH endorsed thereon.

Bylaws of the Edmonton and Area Fetal Alcohol Network Society

BYLAWS OF QUEEN CITY MINOR BOX LACROSSE

BYLAWS OF BRIDGELAND-RIVERSIDE COMMUNITY ASSOCIATION

BYLAWS. For the regulation, except as otherwise provided by statute or its Articles of Incorporation

MANITOBA LACROSSE ASSOCIATION BY-LAWS

CONSTITUTION AUSTRALIAN PACKAGING COVENANT ORGANISATION LIMITED ACN

Constitution of. The Royal Society for the Prevention of Cruelty to Animals (Victoria)

ONTARIO AMATEUR SYNCHRONIZED SWIMMING ASSOCIATION CONSTITUTION & BY-LAWS

Constitution. Relating generally to the transactions of the business and affairs of the MANITOBA CYCLING ASSOCIATION INC.

THE CANADIAN ASSOCIATION OF SECOND LANGUAGE TEACHERS INC. / L ASSOCIATION CANADIENNE DES PROFESSEURS DE LANGUES SECONDES INC.

Saskatchewan Rugby Union Inc. Bylaws

BYLAWS PROPOSED BY SPECIAL RESOLUTION MAY 2017 RINGETTE CALGARY ASSOCIATION BYLAWS

BRITISH COLUMBIA ASSEMBLY OF FIRST NATIONS. Constitution & Bylaws

By-Laws. Part 1 - Interpretation. Part 2 - Membership

1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the

ONTARIO CHIROPRACTIC ASSOCIATION GENERAL BY-LAWS

CONSTITUTION. 1. The name of the Society is B.C. INVESTMENT AGRICULTURE FOUNDATION.

BYLAWS OF THE VANCOUVER BOTANICAL GARDENS ASSOCIATION TABLE OF CONTENTS

AMENDED AND RESTATED BYLAWS OF NEBRASKA PHARMACISTS ASSOCIATION

ALDINGA BAY HOCKEY CLUB INC. P.O. Box 1192 Aldinga Beach, S.A ABN : Constitution. 25 th October 2015

KELOWNA MINOR HOCKEY ASSOCIATION

Constitution for. Burnside Hockey Club Inc. Adopted 9 November 2016

BYLAWS OF THE MONTEREY COUNTY FIRE TRAINING OFFICERS ASSOCIATION. A California Nonprofit Public Benefit Corporation

CONSTITUTION BY-LAWS

BRITISH COLUMBIA LABRADOR RETRIEVER (1995) SOCIETY CONSTITUTION. 1. The name of the society is the British Columbia Labrador Retriever (1995) Society.

KIDS WITH CANCER SOCIETY OF NORTHERN ALBERTA BYLAWS

Port Adelaide District Hockey Club Inc. Constitution

RIDGE MEADOWS MINOR HOCKEY ASSOCIATION BYLAWS. Part 1 - Interpretation

BY-LAW NO. 2 SARNIA-LAMBTON CHILDREN S AID SOCIETY

GARLAND CHAMBER OF COMMERCE AMENDED AND RESTATED CONSTITUTION AND BY-LAWS ARTICLE I

SOCIETIES ACT BYLAWS OF THE CANADIAN ASSOCIATION OF PHARMACY IN ONCOLOGY ASSOCIATION CANADIENNE DE PHARMACIE EN ONCOLOGIE TABLE OF CONTENTS

Bylaws of the Burnaby Mountain Senior Men s Golf Club (the Society )

SOCIETY ACT BYLAWS OF CONFEDERATION OF AUTOSPORT CAR CLUBS PART 1 - INTERPRETATION. 1.1 In these bylaws, unless the context otherwise requires,

TOKYO AMERICAN CLUB ARTICLES OF ASSOCIATION

Canada Cricket Umpires Association

BY-LAWS OF THE ROYAL ASTRONOMICAL SOCIETY OF CANADA, TORONTO CENTRE

SOCIETIES ACT BYLAWS OF THE BC SCHOOL SPORTS TABLE OF CONTENTS

BYLAWS. of the FIBROMYALGIA WELL SPRING FOUNDATION

SKATE ONTARIO. Ontario Corporation Number Date of Incorporation November 22, 1982 Approved October 15, , 2017 BY-LAWS

CONSTITUTION FATBOYS CYCLING CLUB INC. Rules of an Incorporated Association

CANADIAN CAPITAL CITIES ORGANIZATION BYLAW NO. 1 GENERAL BYLAWS - REVISED APPROVED AUGUST 2013

ACHPER Incorporated. Constitution AUGUST 2017

Ontario Risk and Insurance Management Society (ORIMS) Chapter By-Laws TITLES

GRCGT Constitution, Bylaws, Policies - approved March /12

BYLAWS OF CAMP NERINGA, INC.

CONSTITUTION AND BYLAWS

SUPPLY CHAIN MANAGEMENT ASSOCIATION ALBERTA BYLAWS

Corporate Office: King Street Saint John, NB E2L 1G5. Bayview Credit Union Limited By-laws

BYLAWS OF KERRISDALE LITTLE LEAGUE ASSOCIATION INDEX PART 1 - INTERPRETATION... 1 PART 2 - MEMBERSHIP... 1 PART 3 - MEETINGS OF MEMBERS...

Section 2. Form. The LWVC shall be a nonprofit public benefit corporation incorporated under the laws of the State of California.

MEMORANDUM OF INCORPORATION SOUTHERN AFRICAN EMERGENCY SERVICES INSTITUTE NPC (REGISTRATION NUMBER: 2014/162285/08)

Bylaws of the Canadian Hard of Hearing Association/ L Association des malentendants canadiens

MFDA Investor Protection Corporation / Corporation de protection des investisseurs de l'acfm BY-LAW NUMBER 1

The name of the incorporated association is 'Nick Xenophon's SA-BEST Incorporated'.

Royal Astronomical Society of Canada, Halifax Centre. Bylaw #1

Arunga Park Speedway Association Incorporated Constitution 2018

SURREY TEACHERS' ASSOCIATION. Certificate of Incorporation No.: S CONSTITUTION AND BY-LAWS

SOCIETIES ACT BYLAWS OF THE B.C. HOSPICE/PALLIATIVE CARE ASSOCIATION TABLE OF CONTENTS

RESOLUTION. WHEREAS the Corporation has approved the following proposed amendments;

Article 1 Organization & General Administration Name of Association Objects Resolutions... 4

THE RULES OF GOLDFIELDS RAILWAY INCORPORATED. CONSTITUTION Amended 5 th August 2013

Constitution and By-Laws

BY-LAWS OF THE CAMPING ASSOCIATION OF NOVA SCOTIA

FRANCHISE COUNCIL OF AUSTRALIA LIMITED

GRCGT Constitution, Bylaws, Policies approved April /13

MEALS ON WHEELS ASSOCIATION OF TASMANIA INC CONSTITUTION

Constitution & Bylaws of the New York State Association of Auxiliary Police, Inc

Judo Western Australia

CONSTITUTION AND BYLAWS

Alberta Recreation and Parks Association Bylaws

BYLAWS OF THE FRESNO COUNTY RETIRED EMPLOYEES ASSOCIATION

By-Laws Table of Contents

Canadian Public Relations Society Vancouver CONSTITUTION AND BYLAWS

BYLAWS. 1.1 The legal name of the organization will be LAWN BOWLS ASSOCIATION OF ALBERTA (LBAA), hereinafter referred to as the Association or LBAA.

MONTANA NONPROFIT ASSOCIATION, INC. A Montana Nonprofit Public Benefit Corporation BYLAWS ARTICLE I NAME

BYLAWS OF THE CALIFORNIA CREDIT UNION LEAGUE

CONSTITUTION OF BARKUMA INCORPORATED

GENERAL. 1.1 The name of the company is Australian Marketing Institute Limited hereinafter called The Institute.

MANITOBA ASSOCIATION OF PARENT COUNCILS CONSTITUTION

BYLAWS of Scrum Alliance, Inc. A Colorado Nonprofit Corporation. Adopted May 11, 2017, as amended through December 4, 2017

BYLAWS OF CALIFORNIA TOW TRUCK ASSOCIATION

GLENELG DISTRICT CRICKET CLUB INC. ( Club )

THE FRIENDS OF BELAIR NATIONAL PARK INCORPORATED RULES

Alberta Council on Aging Bylaws

Constitution

BYLAWS OF FIRE SAFE SONOMA, INC. A CALIFORNIA PUBLIC BENEFIT CORPORATION ARTICLE 1

BYLAWS of the American Working Dog Federation January 2019

MANITOBA LIBERAL PARTY CONSTITUTION (REVISED AGM, APRIL 2015)

BYLAWS OF DOG AGILITY SPORT HANDLERS, INC. ARTICLE I. OFFICES

Transcription:

BYLAWS OF THE SASKATOON SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS (SPCA) As amended to Date: April 23, 2015 Incorporated under The Societies Act, November 1, 1973. Continued under the Non-profit Corporations Act, 1995.

TABLE OF CONTENTS PART I General 1 Mission Statement 2 Name and Territory 3 Aims and Objectives PART II Memberships 4 Classes of Membership 5 Commencement of Membership 6 Renewal of Membership 7 Termination of Membership 8 Fees (Repealed) PART III Board of Directors DIVISION I GENERAL 9 Election 10 Term of Office 11 Moment of Board Retirement 12 Appointment of Officers 13 Running of Meetings 14 Board Policies 15 Board Compensation 16 Absences 17 Board Vacancies 18 Disqualification 19 Code of Conduct/Duties (Repealed) 26 Composition 27 Dutues Finance Committee 28 Purpose 29 Composition 30 Duties PART IV Meetings 31 Quorum 32 Notice (Repealed) 33 Proxy 34 Voting 35 Procedural Rules 36 Annual General Meeting 37 Special General Meeting 38 Meeting of the Board PART V Financial and Property Matters 39 Corporate Records and Disclosure 40 Ray Duerr Memorial Fund 41 Dissolution PART VI Bylaw Administrative Matters 42 Certification and Amendment DIVISION II POWERS 20 Appointments 21 Legal Advice 22 Bylaws 23 Auditor 24 Financial Authority DIVISION III COMMITTEES AND TERMS OF REFERENCE Executive Committee 25 Purpose

BYLAWS OF THE SASKATOON SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS (SPCA) As amended to Date: April 23, 2015 Incorporated under The Societies Act, November 1, 1973. Continued under the Non-profit Corporations Act, 1995. PART I GENERAL Mission Statement 1 Promote quality of life for companion animals through responsible stewardship,successful adoptions, education and enforcement of the Animal Protection Act. Name and Territory 2(1) The name of the corporation shall be the Saskatoon Society for the Prevention of Cruelty to Animals Incorporated (hereinafter the Society ). (2) The Society shall carry on its work throughout the City of Saskatoon, within a 40km radius of City of Saskatoon and where contracted within the surrounding municipalities. The Society may, on occasion, assist the Saskatchewan SPCA with investigative services in other areas of the province. (3) The Head Office of the Society shall be located at 5028 Clarence Ave. South, Grasswood, SK S7T 1A7 (5 kilometres South of Circle Drive on Clarence Avenue in the Rural Municipality of Corman Park; Legal Land Description Southeast Quarter, Section 33, Township 35, Range 5, West of the Third Meridian). Aims and Objectives 3 Repealed:2015, April 23, AGM PART II - MEMBERSHIPS Class of Membership 4(1) Those who are in sympathy with and supportive of the aims and objectives of the Society and who are willing to uphold our humane principles qualify for membership application (hereinafter the Member or Members ). The types of memberships available are: (a) Voting Member: (i) (ii) Any individual over the age of 18 who resides in Saskatchewan, has applied for membership, and has paid the prescribed membership fee OR has been awarded said membership shall have attendance, discussion, and voting privileges at all member meetings and may be elected to the Board of Directors. Each member of the voting class of membership is entitled to one (1) vote at any Special or General Meeting. (b) Non-Voting Member: (i) Any corporate member; staff member; individual under the age of 18; or nonresident of Saskatchewan; that has applied for membership and paid the prescribed membership fee OR has been awarded said membership shall have attendance and discussion privileges at all member meetings but may not have regular member voting privileges and may not be elected to the Board of Directors. Saskatoon SPCA Bylaws April 2015 1

Amended:2015, April 23, AGM Commencement of Membership 5 New memberships shall become active upon receipt of the properly completed application form and prescribed fee. Renewal of Membership 6 Memberships must be renewed by completion of appropriate application form, and remittance of prescribed fees before the expiry of current membership. Memberships not renewed before expiry will be considered to have been voluntarily cancelled and as such these Members shall no longer be entitled to any rights and privilege of Society membership. Termination of Membership 7(1) A Member's membership in the Society shall, unless otherwise expressly stated herein, immediately terminate without any further notice or action by the Society upon the occurrence of one or more of the following events: (a) The Board of Directors receives written notice from such Member stating that such Member wishes to terminate or otherwise withdraw his or her membership in the Society. Upon withdrawal, the Member shall not be entitled to a refund of any portion of the membership fees already paid; (b) Such Member fails to pay the applicable membership fees for any calendar year by the date designated by the Board pursuant to Bylaw 6; (c) Such Member dies; (d) The Executive Committee, upon review of the conduct of the Member, decides in its sole discretion to expel such Member on the basis: (i) That the Member has conducted him or herself in any improper or unbecoming manner which is likely to endanger the interests or reputation of the Society or has willfully breached the Society s bylaws, mandate, aims or objectives, or mission; (ii) The decision of the Executive Committee shall not be effective unless and until written notice with explanation of such decision has been forwarded by registered mail to such Member at the address shown in the Society's register of Members. The decision of the above vote shall be subject to the appeal procedure as described in Bylaw 7(2). (2) Any Member who is expelled from the Society pursuant to Bylaw 7(1)(d) hereof shall be entitled to an impartial hearing of such expulsion in accordance with the following procedure: (a) (b) Within thirty (30) days of the date of issuance of the written notice of expulsion, the Member shall forward to the Board of Directors a notice of the Member's intention to appeal such expulsion. The notice to appeal must be completed by way of a letter indicating the reason(s) why their membership should be reinstated or why the decision to terminate was not warranted. The failure by the Member to satisfy any of these provisions shall result in the loss of the Member's right to appeal the decision of expulsion. A committee consisting of three individuals shall hear the Member s appeal. The three Saskatoon SPCA Bylaws April 2015 2

members of the committee shall consist of one (1) Director appointed by the Board of Directors (excluding any Director who sat on the committee described in Bylaw 7(1)(d)), one (1) Director appointed by the Member who sought the hearing, and one (1) member appointed by the Society. The appeal shall be held within thirty (30) days of the Board's receipt of such Member's notice to appeal. (c) The hearing shall provide an opportunity for the Member to state their case for reinstatement with a maximum hearing period of thirty (30) minutes. (d) The appeal committee shall provide a written communication to the Member of the Board of Director s decision within fourteen (14) days of the hearing date. The written communication shall provide the reason(s) for the decision. (e) Any decision of such committee of the Board of Directors shall be final and binding and a Member shall have no further right of appeal. (3) Any Member who is expelled from the Society pursuant to Bylaws 7(1)(d) and 7(2) shall be entitled to apply to the Board of Directors for membership after three (3) years and if denied every subsequent two (2) years thereafter. 8 Repealed:2015, April 23, AGM PART III BOARD OF DIRECTORS DIVISION I - GENERAL Election 9(1) The Board of Directors shall be elected by the membership at the Annual General Meeting each year. The Board of Directors shall consist of a minimum of seven (7) and a maximum of thirteen (13) members. (2) To be eligible for election to the Board of Directors, a person shall be an adult Member of the Society prior to the Annual General Meeting and shall not be an Associate Member, Junior Member, Corporate Member, paid employee, employee of the Society within the last twelve (12) months, or a spouse of, or a cohabiter with, a paid employee. Term of Office 10 The term of office for a Board of Directors member shall be for two (2) years, subject to the following: (a) A Board of Directors member may be re-elected for two (2) further terms of two (2) years each. (b) The terms of the Board of Directors members may be staggered so that one-half are elected in even-numbered years and the remaining half in odd-numbered years. To effect this staggering of terms, the membership may, by resolution, vary the term of any particular Board of Directors member to less or more than two (2) years. (c) Following the completion of a maximum six (6) year term, a Board of Directors member shall be required to observe a mandatory one-year term of non-membership on the Board of Directors but shall retain all other rights and privileges of Society membership. Moment of Board Retirement Saskatoon SPCA Bylaws April 2015 3

11 Individuals retiring from the Board of Directors shall be deemed to hold membership on the Board of Directors until the conclusion of the Annual General Meeting at which time they retire and newly elected Board of Director members take office. Appointment of Officers 12(1) At the conclusion of the Annual General Meeting, the Board of Directors shall select from its composition persons to assume the Executive Committee Board- Officer roles of Chairperson, Vice-Chairperson, and Secretary for one (1) year terms. Appointments to the Finance Committee shall also occur at this time. (2) If there are no Board of Director members that wish for their name to stand as the Chairperson, two (2) Co-Chairpersons can be elected. In this event, use of the word Chairperson shall refer to the Co-Chairpersons throughout, with the division of responsibilities to be determined between the Co-Chairpersons and communicated to the remaining members of the Board of Directors. (3) In the event that one (1) of the Co-Chairpersons resigns, the remaining Co- Chairperson will become the sole Chairperson. (4) In the event of permanent vacancy of any of these Board-Officer positions, the remaining Board of Director members shall, from its current composition, elect new incumbents to serve until the next Annual General Meeting. Amended:2015, April 23, AGM Running of Meetings 13 The Board of Directors Chairperson shall preside at all Board of Directors meetings and, unless otherwise approved by the Board of Directors, at all general meetings of the Society. The Board of Directors Vice-Chairperson shall temporarily assume the duties and responsibilities of the Board of Directors Chairperson when that person is incapacitated or absent. Board Policies 14 The Board of Directors shall be responsible for the development and/or maintenance of policies and procedures which define the duties of Board of Directors officers and members. Board Compensation 15 Members of the Board of Directors shall receive no remuneration for their services unless such services are contracted in a professional capacity with prior approval of the Board of Directors. Board of Directors members may, however, be reimbursed for expenses, such as non-local travel, incurred on behalf of the Society upon proof of expenses and the approval of the Board of Directors. Absences 16 In the event a Director is absent for two meetings of the Board of Directors in any twelve (12) month period (May to April) without explanation acceptable to the Board of Directors, the Board of Directors shall review the Director s absences and may by resolution request such Director s resignation. In the event a resignation is not received in thirty (30) days; the Director s position shall be considered vacant. Board Vacancies 17(1) The Executive Committee shall have the power to appoint members to the Board should there be any vacancies following the Annual General Meeting or if vacancies occur between Annual General Meetings. Such appointments shall be to a maximum of three (3) and shall be effective only until the next Annual General Meeting when the appointee has the option of running for election to the Board of Directors. Saskatoon SPCA Bylaws April 2015 4

(2) If three (3) or more members of the Board of Directors resign because of a controversy within the board, a Special General Meeting of the membership shall be held within twenty-one (21) days of the resignations effective date(s) for the purposes of addressing the controversy and if necessary, to elect new Board members. Notice of the Special General Meeting shall be sent no less than fifteen (15) days before the day of the meeting. (3) Any or all positions on the Board of Directors may be declared vacant by the Members at a Special General Meeting as provided for per Bylaw 37. Vacancies shall then be filled via elections at the same meeting. Disqualification 18 A member of the Board of Directors is disqualified if he/she: (a) Does not have a currently valid membership in the Society; (b) Is not a resident of Saskatchewan; (c) Has the status of bankrupt; (d) Is a person of unsound mind and has been so found by a medical officer or Court of Law or has a criminal record and has been so found by a Court of Law: or (e) Is less than eighteen (18) years of age. 19 Repealed:2015, April 23, AGM DIVISION II - POWERS Appointments 20 The Board of Directors shall have the power to appoint any committees, officers, or agents as may be deemed necessary for the good of the Society. Legal Advice 21 The Board of Directors has the power to engage legal counsel, as it deems necessary. Bylaws 22 The Board of Directors may, by special resolution, make, amend or repeal any bylaws that regulate the affairs and activities of the Society. These bylaws, amendments or repeals are effective from the date of the resolution of the Board. The Board of Directors must submit these to the next Annual General Meeting or Special General Meeting of Members, who may by ordinary resolution, reject or amend the bylaws, amendments or repeals. If not submitted to the membership or if submitted and rejected by the membership, these cease to be effective and any subsequent Board of Directors resolution having substantially the same purpose will not become effective until confirmed by the membership. Auditor 23 A vacancy in the office of auditor, following appointment at the Annual General Meeting, may be filled by the Board of Directors until the next Annual General Meeting. Financial Authority 24 In accordance with the Non-Profit Corporations Act, the Board of Directors may, without authorization of the Members: (a) borrow money upon the credit of the Society: (b) issue, re-issue, sell or pledge debt obligation of the Society; (c) give a guarantee on behalf of the Society to secure performance of an obligation of any person; (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Society, owned or subsequently acquired, to secure an obligation of the Society. Saskatoon SPCA Bylaws April 2015 5

DIVISION III COMMITTEES AND TERMS OF REFERENCE EXECUTIVE COMMITTEE Purpose 25 To provide response and direction, between regular meetings, to Board-related issues brought forward by shelter management, Board of Directors members, Society Members, and the general public and to provide guidance and leadership in establishing direction for and making recommendations to, the Board of Directors. All major decisions of the Executive Committee shall be subject to Board of Directors approval. Composition 26 The Executive Committee shall consist of the Executive Director (non- voting) and the following Board of Directors members: (a) Board Chairperson (b) Board Vice-Chairperson (c) Finance Committee Representative Amended:2014, October 28, SGM Duties 27 As determined by Board-approved Organizational Policies and Procedures. FINANCE COMMITTEE Purpose 28 To ensure the fiscal responsibility of the Society. Composition 29 The Finance Committee shall consist of: (a) Board Chairperson or his/her designate (b) The person or representative from the accounting company (non-voting) performing the accounting and bookkeeping duties (c) Executive Director (non-voting) (d) At least two other Board of Director members as appointed by the Board of Directors. Amended:2014, October 28, SGM Duties 30(1) Review budgets initially prepared by the Society s management and staff. (2) Recommend financial guidelines to the Board (such as to establish a reserve fund, or to obtain a line of credit for a certain amount). (3) Work with the management and staff to prepare financial reports and ensure that reports are timely. (4) Oversee short and long-term investments. (5) The Finance Committee must prepare a formal evaluation of the annual audit and auditor and present this report to the Board of Directors no later than March 30 h of the year following the end of the fiscal year being audited. This report will address elements of the audit and auditor including, but not limited to: (a) Communication with and reporting to the Finance Committee; Saskatoon SPCA Bylaws April 2015 6

(b) Efficiency; (c) Adherence to prescribed and applicable legal and regulatory standards; (d) Cost efficiency. (6) The Finance Committee will make a recommendation for auditor selection for the upcoming year based on the thoughtful evaluation of these criteria, and present it to the Board of Directors for approval. The Finance Committee is responsible for facilitating a presentation at the Annual or Special General Meeting to discuss the financial health of the Society, and formally announcing the selected auditor for the upcoming year as approved by the Board of Directors. Amended:2014, October 28, SGM PART IV - MEETINGS Quorum 31(1) A majority of the total number of Board of Director members or Committee members shall constitute a quorum for all Board or Committee meetings and such quorum may exercise all powers of the Board or Committee members. (2) Ten (10) members shall constitute a quorum at any Annual General Meeting or Special Meeting of the Society. Notice 32 Repealed:2015, April 23, AGM Proxy 33 There shall be no proxy voting at any meeting of the Society s Members or Board of Directors. Amended:2015, April 23, AGM Voting 34(1) At all meetings of the Society, voting shall be by a show of hands. A member may demand a poll (exact count) either before or after any vote. (2) At the Annual General Meeting, except where positions are filled by acclamation, the election of the Board of Directors shall be by secret ballot. All other business at an Annual General Meeting may be voted on as per Bylaw 33 above. (3) In order to be eligible to vote at the Annual General Meeting or any other meeting, a person must hold a current membership and have been a member of the Society for at least fifty (50) days prior to the meeting. (4) Each Member of the Society is entitled to one (1) vote at a meeting of the members, subject to Bylaws 4 through 8. (5) At meetings of the Board of Directors voting shall be by a show of hands, except where a ballot is requested by at least three (3) members present. Amended:2015, April 23, AGM Procedural Rules 35 Accepted rules of parliamentary procedures per Robert s Rules of Order shall govern proceedings of all Society Board of Directors and membership meetings. Amended:2015, April 23, AGM Saskatoon SPCA Bylaws April 2015 7

Annual General Meeting 36(1) The Annual General Meeting shall be held in April of each year. The Board of Directors shall establish the time, date, and location of the Annual General Meeting. (2) Business that must be transacted at the Annual General Meeting includes: (a) the submission of financial statements and the auditor s report; (b) the election of Board members; (c) the appointment of the Auditors; (d) the introduction for approval by the membership of new honorary members, if any; and (e) introduction and voting on proposed amendments to the bylaws, if any. (3) Special concerns or presentations from the membership must be submitted to the Board of Directors at least three (3) weeks in advance of the Annual General Meeting. These special concerns or presentations will be placed on the agenda if they are within the mandate of the Society. (4) Other business to be discussed at the Annual General Meeting shall be added/specified on the agenda at the commencement of the meeting. Special General Meeting 37(1) The Board of Directors may call a Special General Meeting of Members at any time. (2) The Board of Directors must call such a meeting on the written request of at least five (5%) percent of the Members entitled to vote as per Bylaws 4 through 8, 33, and 34. (3) A Special General Meeting may also be called by the Members if the Board of Directors fails to call the meeting within twenty-one (21) days after receiving the request. Directors may be removed from the Board of Directors by a simple majority vote of the Members present. Amended:2015, April 23, AGM (4) A request for a Special General Meeting must indicate: (a) The purpose or objects for which the meeting is being called. (b) The date, time, and location of the meeting. (5) A Special General Meeting shall be presided over by a chairperson appointed by the membership present at such meeting prior to the discussion of any business. Meeting of the Board of Directors 38(1) The Board of Directors shall meet at least six (6) times per year. Amended:2015, April 23, AGM (2) The Board of Directors shall meet for the dispatch of business and shall regulate their meetings as they deem suitable. (3) The Board of Directors may meet on a pre-appointed date without additional notice. (4) A reasonable effort must be made to ensure that each Board of Directors member shall receive at least five (5) days notice of any Board of Directors meeting. The notice period for a specific unscheduled Board of Directors meeting may be waived if agreed to by a simple majority vote of the Board of Directors (email acceptable). (5) If a resolution of the Board of Directors is required quickly, the Chairperson must call a Saskatoon SPCA Bylaws April 2015 8

meeting as soon as possible, and the Chairperson or their designate must make a reasonable effort to inform all Board of Directors members of the meeting twenty-four (24) hours in advance. Quorum must be attained at this meeting for decisions to be made. (6) Notification shall be by mail, electronic mail or telephone and shall state the time and location of the meeting. (7) Board of Director meetings may be called by the Board of Directors Chairperson alone, but must be called by the Board of Directors Chairperson upon receipt of a written request for such a meeting signed by at least three (3) Board of Directors members. This written request must state the business to be dealt with. An email from each Board of Directors member will be considered a written request. PART V FINANCIAL AND PROPERTY MATTERS Corporate Records and Financial Disclosure 39 Repealed:2015, April 23, AGM Ray Duerr Memorial Fund 40(1) The capital of the Fund shall be increased by all legacies, bequests, memorial donations and special donations to the Society which are specifically designated for the Fund. (2) In addition, the capital of the Fund shall be increased by one half (1/2) of all legacies and bequests to the Society which are not specifically designated for some other purpose. (3) Capital may be removed from the Fund only with the approval of two-thirds (2/3) of the voting members present at the Annual General Meeting or a Special General Meeting of the membership. The amount, which may be approved for removal at any one such meeting, shall not exceed eighty percent (80%) of the Fund. (4) The interest revenue from the Fund may be utilized in a manner as determined from time to time by the Board of Directors. Dissolution Clause 41 On dissolution of the Society, its property and assets shall be first applied against expenses of disposition, secondly against any debts outstanding, thirdly in accordance with Section 199(2) of the Non-Profit Corporations Act and any remaining property and assets shall be disposed of in such manner as may be decided by the voting Members of the Society present at the meeting of the dissolution. PART VI BYLAW ADMINISTRATIVE MATTERS Certification and Amendment 42 Certified a true copy of the bylaws of the Saskatoon Society for the Prevention of Cruelty to Animals Inc., approved at a Special General Meeting of the Membership of the Society on the 22 nd day of September, A.D. 1996 and further amended at the Annual General Meeting of the Membership of the Society on the 20 th day of April, A.D. 1997 and further amended at the Annual General Meeting of the Membership for the Society on the 28 th day of April, A.D. 2002, and further amended at the Annual General Meeting of the Membership for the Society on the 30 th day of April, A.D. 2006, and further amended at the Annual General Meeting of the Membership for the Society on the 29 th day of April, A.D. 2007, and further amended at the Annual General Meeting of the Membership for the Society on the 27 th day of April, A.D. Saskatoon SPCA Bylaws April 2015 9

2008, and further amended at the Annual General Meeting of the Membership for the Society on the 25 th day of April, A.D. 2010 and further amended at the Annual General Meeting of the Membership for the Society on the 25 th day of April, A.D. 2012 and further amended at a Special General Meeting of the Membership for the Society on the 28 th day of October, A.D. 2014, and further amended at the Annual General Meeting of the Membership for the Society on the 23 rd day of April, A.D. 2015. Board Chairperson Executive Director Amended:2015, April 23, AGM Saskatoon SPCA Bylaws April 2015 10

TABLE OF CONCORDANCE as between the Bylaws as amended in April 2015 and the re-numbered and re-formatted version of January 2016 (no substantive changes to content were made, this was a change in numbering scheme only) Bylaws PRE-2016 Bylaws POST-2016 Mission Statement s.1 Bylaw I - Bylaw I - 1 s.2(1) Bylaw I - 2 s.2(2) Bylaw I - 3 s.2(3) Bylaw II (repealed) s.3 Bylaw III - Bylaw III - 1 s.4(1) Bylaw III - 1A s.4(1)(a) Bylaw III - 1B s.4(1)(b) Bylaw III - 2 s.5 Bylaw III - 3 s.6 Bylaw III - 4a s.7(1) Bylaw III - 4a(i) s.7(1)(a) Bylaw III - 4a(ii) s.7(1)(b) Bylaw III - 4a(iii) s.7(1)(c) Bylaw III - 4a(iv) s.7(1)(d) Bylaw III - 4a(iv)1 s.7(1)(d)(i) Bylaw III - 4a(iv)2 s.7(1)(d)(ii) Bylaw III - 4b s.7(2) Bylaw III - 4b(i) s.7(2)(a) Bylaw III - 4b(ii) s.7(2)(b) Bylaw III - 4b(iii) s.7(2)(c) Bylaw III - 4b(iv) s.7(2)(d) Bylaw III - 4b(v) s.7(2)(e) Bylaw III - 4c s.7(3) Bylaw III - 5 s.8 Bylaw IV - Bylaw IV - A1 s.9(1) Bylaw IV - A2 s.9(2) Bylaw IV - A3 s.10 Bylaw IV - A3a s.10(a) Bylaw IV - A3b s.10(b) Bylaw IV - A3c s.10(c) Bylaw IV - A4 s.11 Bylaw IV - A5 ss.12(1), 12(2), 12(3), and 12(4) Bylaw IV - A6 s.13

Bylaw IV - A7 s.14 Bylaw IV - A8 s.15 Bylaw IV - A9 s.16 Bylaw IV - B1 s.17(1) Bylaw IV - B2 s.17(2) Bylaw IV - B3 Bylaw IV - C Bylaw IV - D s.19 Bylaw IV - E1 s.20 Bylaw IV - E2 s.21 Bylaw IV - E3 s.22 Bylaw IV - E4 s.23 Bylaw IV - E5 s.24 Bylaw IV - E5a s.24(a) Bylaw IV - E5b s.24(b) Bylaw IV - E5c s.24(c) Bylaw IV - E5d s.24(d) Bylaw IV - F1 s.25 Bylaw IV - F2 Bylaw IV - F3 s.27 Bylaw IV - G1 s.28 Bylaw IV - G2 s.29 Bylaw IV - G2a Bylaw IV - G2b Bylaw IV - G2c Bylaw IV - G2d Bylaw IV - G3a Bylaw IV - G3b Bylaw IV - G3c Bylaw IV - G3d Bylaw IV - G3e Bylaw IV - G3e(i) Bylaw IV - G3e(ii) Bylaw IV - G3e(iii) Bylaw IV - G3e(iv) Bylaw IV - G3 (unnumbered component) s.17(3) ss.18, 18(a), 18(b), 18(c), 18(d), and 18(e) ss.26, 26(a), 26(b), and 26(c) s.29(a) s.29(b) s.29(c) s.29(d) s.30(1) s.30(2) s.30(3) s.30(4) s.30(5) s.30(5)(a) s.30(5)(b) s.30(5)(c) s.30(5)(d) s.30(6) Bylaw V - Bylaw V - A1 ss. 31(1) and 31(2) Bylaw V - A2 s.32 Bylaw V - A3 s.33 Bylaw V - A4a s.34(1)

Bylaw V - A4b s.34(2) Bylaw V - A4c s.34(3) Bylaw V - A4d s.34(4) Bylaw V - A4e s.34(5) Bylaw V - A5 s.35 Bylaw V - B ss. 36(1), 36(2), 36(2)(a)-(e), 36(3), and 36(4) Bylaw V - C ss.37(1), 37(2), 37(3), 37(4), 37(4)(a)-(b), and 37(5) Bylaw V - D ss. 38(1), 38(2), 38(3), 38(4), 38(5), 38(6), and 38(7). Bylaw VI - Bylaw VI s.39 Bylaw VII - Bylaw 7-1 ss.40(1) and 40(2) Bylaw 7-2 s.40(3) Bylaw 7-3 s.40(4) Bylaw VIII - Bylaw VIII ss.41 and 42

Reverse Table of Concordance Bylaws POST-2016 Bylaws PRE-2016 s.1 Mission Statement - Bylaw I s.2(1) Bylaw I - 1 s.2(2) Bylaw I - 2 s.2(3) Bylaw I - 3 s.3 Bylaw II (repealed) - Bylaw III s.4(1) Bylaw III - 1 s.4(1)(a) Bylaw III - 1A s.4(1)(b) Bylaw III - 1B s.5 Bylaw III - 2 s.6 Bylaw III - 3 s.7(1) Bylaw III - 4a s.7(1)(a) Bylaw III - 4a(i) s.7(1)(b) Bylaw III - 4a(ii) s.7(1)(c) Bylaw III - 4a(iii) s.7(1)(d) Bylaw III - 4a(iv) s.7(1)(d)(i) Bylaw III - 4a(iv)1 s.7(1)(d)(ii) Bylaw III - 4a(iv)2 s.7(2) Bylaw III - 4b s.7(2)(a) Bylaw III - 4b(i) s.7(2)(b) Bylaw III - 4b(ii) s.7(2)(c) Bylaw III - 4b(iii) s.7(2)(d) Bylaw III - 4b(iv) s.7(2)(e) Bylaw III - 4b(v) s.7(3) Bylaw III - 4c s.8 Bylaw III - 5 - Bylaw IV s.9(1) Bylaw IV - A1 s.9(2) Bylaw IV - A2 s.10 Bylaw IV - A3 s.10(a) Bylaw IV - A3a s.10(b) Bylaw IV - A3b s.10(c) Bylaw IV - A3c s.11 Bylaw IV - A4 ss.12(1), 12(2), 12(3), Bylaw IV - A5 and 12(4) s.13 Bylaw IV - A6 s.14 Bylaw IV - A7 s.15 Bylaw IV - A8 s.16 Bylaw IV - A9 s.17(1) Bylaw IV - B1

s.17(2) Bylaw IV - B2 s.17(3) Bylaw IV - B3 ss.18, 18(a), 18(b), Bylaw IV - C 18(c), 18(d), and 18(e) s.19 Bylaw IV - D s.20 Bylaw IV - E1 s.21 Bylaw IV - E2 s.22 Bylaw IV - E3 s.23 Bylaw IV - E4 s.24 Bylaw IV - E5 s.24(a) Bylaw IV - E5a s.24(b) Bylaw IV - E5b s.24(c) Bylaw IV - E5c s.24(d) Bylaw IV - E5d s.25 Bylaw IV - F1 ss.26, 26(a), 26(b), Bylaw IV - F2 and 26(c) s.27 Bylaw IV - F3 s.28 Bylaw IV - G1 s.29 Bylaw IV - G2 s.29(a) Bylaw IV - G2a s.29(b) Bylaw IV - G2b s.29(c) Bylaw IV - G2c s.29(d) Bylaw IV - G2d s.30(1) Bylaw IV - G3a s.30(2) Bylaw IV - G3b s.30(3) Bylaw IV - G3c s.30(4) Bylaw IV - G3d s.30(5) Bylaw IV - G3e s.30(5)(a) Bylaw IV - G3e(i) s.30(5)(b) Bylaw IV - G3e(ii) s.30(5)(c) Bylaw IV - G3e(iii) s.30(5)(d) Bylaw IV - G3e(iv) s.30(6) Bylaw IV - G3 (unnumbered component) - Bylaw V ss. 31(1) and 31(2) Bylaw V - A1 s.32 Bylaw V - A2 s.33 Bylaw V - A3 s.34(1) Bylaw V - A4a s.34(2) Bylaw V - A4b s.34(3) Bylaw V - A4c s.34(4) Bylaw V - A4d s.34(5) Bylaw V - A4e

s.35 Bylaw V - A5 ss. 36(1), 36(2), Bylaw V - B 36(2)(a)-(e), 36(3), and 36(4) ss.37(1), 37(2), 37(3), Bylaw V - C 37(4), 37(4)(a)-(b), and 37(5) ss. 38(1), 38(2), 38(3), Bylaw V - D 38(4), 38(5), 38(6), and 38(7). - Bylaw VI s.39 Bylaw VI - Bylaw VII ss.40(1) and 40(2) Bylaw 7-1 s.40(3) Bylaw 7-2 s.40(4) Bylaw 7-3 - Bylaw VIII ss.41 and 42 Bylaw VIII