Special Meeting of the Members Re: Bylaw Revisions – SAITSA

Special Meeting of the Members Re: Bylaw Revisions

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July 27, 2018.

Attention all SAITSA members:

You are invited to attend SAITSA’s Special Meeting of the Membership to review and vote on our amended Bylaws.  Have your say in the governance of your Students’ Association!

Should you have any questions or concerns, please contact SAITSA.Info@edu.sait.ca.

Please join us on August 20th, 2018 at 6pm in the Odyssey Coffeehouse in Campus Centre; light snacks and beverages will be provided.

SPECIAL RESOLUTION #1

Be it resolved by Special Resolution that the membership override the existing mechanism for amendments to the Bylaws of the SAIT Students’ Association, as expressed in Bylaw 4 of the current Bylaws.

SPECIAL RESOLUTION #2

Be it resolved by Special Resolution that the Bylaws of the SAIT Students’ Association be repealed and that they be replaced as follows:

See Appendix A for proposed Bylaws

RATIONALE

Based on consultation in 2017 with governance specialists, WATSON, SAITSA was advised that our Bylaws were too procedural and restrictive to allow for efficiency in the governance of the Association.  Whereas we are not required under the Post-Secondary Learning Act of Alberta to file our Bylaws with Corporate Registries, doing so is considered best practice.  In order to file with Corporate Registries, our Bylaws must align with the requirements set out in Societies Act of Alberta. This requirement, along with the Board’s commitment to good governance, has resulted in a comprehensive review and rewrite of SAITSA’s Bylaws.

For comparison purposes, members may review the current Bylaws in Appendix B.  The Post-Secondary Learning Act and the Societies Act can both be accessed online.  While the majority of amendments pertain to the governance of the Association as a whole, there are changes that affect you as a member.  Please keep reading to see how SAITSA is changing for the better!

GUIDE TO PROPOSED BYLAW CHANGES

The Bylaw revision was drafted upon significant research and consultation with SAITSA’s Governance Committee as well as SAITSA’s lawyer. Best practice research came from various Student Associations across the province country. These SA’s proved very useful in terms of their approach to elections, referenda, Board composition, etc. Furthermore, SAITSA’s Governance Committee met on a regular basis to ensure all areas of the Bylaws received significant thought and analysis.

This guide shall summarize what is included in each section, any major changes and the rationale behind these changes. Any major omissions from the current Bylaws were done so in order to make our Bylaws less restrictive, allowing the Association to operate with more flexibility and efficiency. SAITSA will work diligently to access each situation strategically, and always remain accountable to updating our policies and procedures for the membership to stay informed. All of the proposed changes below are open to questions and amendments at the Special Meeting.

SECTION 1 – PREAMBLE

This section indicates SAITSA’s compliance with the Post-Secondary Learning Act of Alberta.

SECTION 2 – DEFINITIONS

This section outlines definitions pertinent to the Bylaws.

SECTION 3 – MEMBERSHIP

This section outlines the rights and responsibilities of a SAITSA member, as well as how membership fees are handled. It is important to note that a SAITSA member is now defined as “an active student who has paid their SAITSA fees within the current academic year.” This definition will be more inclusive of the diverse group of students who make up the membership (part-time, apprentices, etc.). This section also outlines the process involved in withdrawing from and revoking membership.

SECTION 4 – MEETINGS OF MEMBERS

This section is a new addition to the Bylaws. Annual General Meetings and Special Meetings are important to SAITSA in order to inform the membership of key SAITSA proceedings, as well as to ensure the Association is being transparent to members. Annual General Meetings and Special Meetings will be open to all members and the quorum shall be set at a majority of the Board of Directors, plus 10 SAITSA members. SAITSA will hold an Annual General Meeting once per year.

SECTION 5 – BOARD OF DIRECTORS

This section outlines the key aspects that make up SAITSA’s Board of Directors. An important change to note is the composition of the Board; the proposed change is to move from 15 Directors to 12 Directors to reflect best practices and a more efficient Board. An Oath of Office has been developed by the Governance Committee to recognize the significance and importance of the role of Directors. The quorum for Board meetings is now set at 1/2 of Directors, excluding Executive Council members; in order to ensure Directors are always represented at the Board level.

SECTION 6 – EXECUTIVE COUNCIL

This section outlines the key aspects that make up SAITSA’s Executive Council. This section did not change significantly, but two important changes were made. Firstly, the EC may hold a position for three terms, but only two terms in the same position – this is to allow for diversity within SAITSA’s governance structure. Secondly, the EC are not eligible for full-term employment with SAITSA for one year after the end of their term, reduced from two years. This change is to allow for Executives to apply for employment with SAITSA within a quicker timeframe, but still allowing time to avoid any conflicts of interest and for a transition period.

SECTION 7 – APPOINTMENTS

This section outlines how appointments could be made for various positions. No significant changes were made to this section.

SECTION 8 –REMOVAL & RESIGNATION

This section outlines how Board Members, the SAIT Board of Governors Student Representative or Neutral Facilitator could resign or be removed. A complaint process has been developed to allow any of the following to report a member for misconduct: an active student, an external organization of which SAITSA is a member, a member of the SAIT community or a petition signed by no less than 5% of the membership.

SECTION 9 – COMMITTEES

This section outlines the Board of Director’s committees. There are now three standing committees: Finance, Governance and Nominations, with the latter being a new addition. This committee will take over some responsibilities from the Board and will demonstrate strategic and future-focused thinking to elevate SAITSA’s governance processes. Standing committees will now meet a minimum of once per semester, to ensure transparency to the membership.

SECTION 10 – ELECTIONS

This section outlines pertinent elections procedures for the Board of Directors and Executive Council elections. The validation of results process has been revised for the sake of efficiency. Election results now become official upon the passing of an appeal date without any appeals, or once all appeals have been investigated and followed up on. In the event of a tied vote, a by-election shall be held with only the names of the tied candidates on the ballot.

SECTION 11 – EXECUTIVE DIRECTOR

This section is a new addition to the Bylaws. This section outlines the responsibilities of the Executive Director. This section was added upon reviewing the duties of the Board and Executive Council and filling in any gaps noted, as well as to ensure transparency to the membership.

SECTION 12 – SAIT BOARD OF GOVERNORS REPRESENTATIVES

This section outlines SAITSA’s compliance with the Post-Secondary Learning Act in regards to student representatives on the SAIT Board of Governors. The only change to this section was to revise the requirements for the SAIT Board of Governors Student Representative – the representative is now only required to attend each SAITSA Board meeting following the SAIT Board of Governors meeting, as opposed to all SAITSA Board meetings. This change was meant to decrease some of the workload from the representative.

SECTION 13 – MEMBERSHIP IN EXTERNAL ORGANIZATIONS

This section is a new addition to the Bylaws. This section outlines the requirements for SAITSA to become a member of a municipal, provincial or federal organization. This section was added in order to ensure SAITSA’s Bylaws and policies always supersede those of an external organization, in order to protect the membership and Association.

SECTION 14 – LIABILITY OF DIRECTORS

This section describes the protection and insurance SAITSA provides to its Directors. No significant changes were made to this section.

SECTION 15 – ACCESS TO INFORMATION

This section outlines which information is available to the public and membership, and which is restricted due to privacy and confidentiality. An addition was made to ensure SAITSA files an Annual Return to Alberta Corporate Registries, in compliance with the Societies Act.

SECTION 16 – CORPORATE SEAL

This section identifies that the Corporate Seal of SAITSA may only be used by the President and Vice President Academic.

SECTION 17 – FINANCES

This section outlines the key financial affairs of the Association. SAITSA’s fiscal year has been changed to July 1st to June 30th of any given year. SAITSA must also change auditors at least every ten years, as this is considered a good governance practice in order to ensure transparency.

SECTION 18 – AMENDMENTS

This section outlines how SAITSA can make amendments to Bylaws, policies and procedures. Bylaws can now only be amended by Special Resolution at an Annual General Meeting or Special Meeting of the members. This change is to allow for SAITSA members to have a key participant role in the governance of the Association, and to maintain transparency to our members. The Bylaws must also be accepted by Alberta Corporate Registries, in compliance with the Societies Act.

SECTION 19 – CURING

This section is a new addition to the Bylaws. This section protects the membership and Association from the case that a certain Bylaw becomes illegal, invalid or unenforceable; the remainder of the Bylaws shall be kept in effect.

SECTION 20 – DISSOLUTION OF SAITSA

This section is a new addition to the Bylaws. In the case that SAITSA ever dissolved, there is now a process on how the Association would be wound up, in compliance with the Societies Act. All remaining assets would be distributed to organizations within Alberta, as determined by the membership.