CONSTITUTION AND BYLAWS
of the
SASKATCHEWAN ASSOCIATION OF INTERNATIONAL LANGUAGES INC.

NAME

The name of the organization shall be the Saskatchewan Association of International Languages Inc., hereinafter called by the acronym SAIL.

 

CONSTITUTION

 
VISION STATEMENT

Keeping languages alive.

 
 
MISSION STATEMENT
 
The Mission of the Saskatchewan Association of International Languages is to preserve and promote languages in Saskatchewan through educational and cultural programs.

 

VALUES:

Accountability

Courage

Determination

Leadership

Progressiveness

Respect

Transparency

 

 
AIMS AND OBJECTIVES
 
The aims and objectives of the organization shall be:

- To assist with the preservation, development, and advancement of education in the international languages (that is, languages other than English and French) of Saskatchewan’s residents;
 
- To assist Saskatchewan educational organizations with their international language programs;
 
- To foster, initiate, and assist the development and operation of international language programs;
 
- To act as a counseling and consultative body in the area of international languages;
 
- To promote and assist with the education and training of international language teachers;
 
- To promote and assist with the development, collection, and dissemination of international language teaching resource materials;
 
- To assist parent, community and other organizations with the development and operation of international language initiatives and projects;
 
- To identify and research key issues in the area of international languages;
 
- To promote association, co-operation, and mutual support of provincial organizations with similar aims and objectives, and encourage inter-provincial and national liaison.
 

 

BYLAWS

MEMBERSHIP:
Classes of Membership
 
Regular membership shall be open to any community-based non-profit organization in Saskatchewan primarily involved in developing, teaching and promoting the learning of international languages.
                                    i.    Each regular member organization shall designate two official representatives at the beginning of each fiscal year to represent them at SAIL meetings.

                                   ii.    Two alternate representatives shall also be named by the regular member organization for the year.  Names of the official and alternate representative shall be filed with SAIL when the annual fee is paid.  Alternates so designated will assume delegate status in the absence of the regular delegate.

                                  iii.    Each regular member organization will have two (2) votes at meetings of the general membership.


Associate membership shall be open to individuals and institutions supportive of the Aims and Objectives of SAIL, but not eligible for regular membership.  Associate members cannot vote or hold office.
 

Annual Fee

There shall be an annual membership fee, which shall be approved by the General Assembly of SAIL.

 

Application
 
Every application for membership shall be submitted in writing to the SAIL Secretary along with the prescribed annual fee.  The Directors shall review these applications and a majority vote to accept an application for membership is required.  Membership becomes effective as of the date of this decision.

 

Termination
Any member may withdraw from membership in SAIL by notice in writing to the Secretary, but upon withdrawal the member shall not be entitled to a refund of any portion of the fees that may have been paid.
 
The Directors may terminate membership of members who are six months in the arrears of payment of the annual fee.
 
Any member organization, upon the majority vote of the members present and voting at a general meeting of SAIL of which prior notice therefore has been given, may be expelled from membership for actions contrary to the Aims and Objectives of SAIL.
 
 

MEETINGS AND QUORUMS

 

Annual and Special Meetings
 
SAIL annual general meeting shall be held no later than three (3) months after the fiscal year end.  Other general assembly meetings may be called as and when necessary.

 

Notice of Meetings
 
At least thirty (30) days written notice of any annual, general, or special meeting shall be given by the Secretary to the two last registered delegates of each member organization.
 
Notice of Directors meeting shall be given to the Directors at least one week prior to the date of the meeting, provided that the Directors may meet on regular dates without notice or may, with unanimous consent, meet at any time or place without notice.
 
The two official representatives of each member organization can vote.  Associate members cannot vote.  There is no voting by proxy.
 
Voting shall be by ballot in the case of election of officers and by show of hands in other cases, except where a ballot is requested by at least five (5) voting member organizations.
 
Each member organization of SAIL shall be entitled to have a non-voting, non-debating representative, any number of observers, at general assembly meetings of SAIL.
 
A minimum of five (5) Directors personally present shall constitute a quorum for the purpose of a meeting of the Directors.
 
There shall be a minimum of two (2) general assembly meetings per fiscal year.
 
Five (5) regular member organizations can call a general assembly meeting.
 
The SAIL Board is expected to hold a minimum of four board meetings per year.  It is preferred that at least two of these board meetings be face-to-face.
 

 

Fiscal Year

The fiscal year shall be April 1st to March 31st.

 

COMMUNICATION

Any written communication sent by SAIL’s office may also be sent via electronic means.
 
 

COMPOSITION 

1.    General Assembly

a.    The general assembly shall consist of all members of SAIL.

b.    Decisions of the general assembly, except where otherwise expressly provided to the contrary, shall be by a majority vote of those present and eligible to vote.

c.    The general assembly shall be the supreme decision making body.  It will elect the Executive Officers and the Board of Directors and review the activities of the Executive and Board of Directors.

 

 

2.    Executive Officers

a.    President
The President shall preside at all general meetings of the organization and at all Directors meetings and shall be an ex-officio member of all committees.

b.    Vice President
 The Vice President shall perform the duties of the President in his/her absence or inability to act.

c.    Secretary
 The Secretary shall be responsible to keep full and accurate record of all proceedings at all meetings of the general assembly and Directors, keep record of all communication and correspondence, prepare and issue all notices of meetings, generally fulfill such other secretarial duties as may be assigned from time to time, and have the power to assign any portion of his/her duties to a paid employee in consultation with the President and with the approval of the Board of Directors.

d.    Treasurer
The Treasurer shall be responsible to keep accurate records of all financial transactions of SAIL; be responsible for receiving and depositing all monies of SAIL; prepare and submit such financial statements as the Directors and/or the general assembly may require from time to time, countersign all cheques drawn by the Directors with the President, Vice President, or Secretary, and prepare and file the annual return under the Non-Profit Corporation Act within the prescribed deadline.
 


3.    Board of Directors
a.    The Board of Directors shall consist of ten (10) members: the Executive Officers, one (1) Director representing the Northern Regions, one (1) Director representing the Southern Regions, two (2) Directors-at-Large elected, and two (2) Directors appointed by the elected Board.  In addition, the immediate Past President shall be an ex-officio.  All members of the Board shall serve for a term of two (2) years.

b.    An organization must have a regular membership in good standing in SAIL in order to nominate candidates to the Board.

c.    If any vacancy should occur in the Directorship of SAIL, the Directors may make an appointment to fill a vacancy until the next annual meeting, with the exception of appointed Directors.

d.    Directors retiring from office shall be deemed to hold office until the conclusion of the meeting at which they retire.

e.    A person will be eligible to serve a maximum of two (2) consecutive two-year terms on the Board of Directors in the same position (to a maximum of four years).  There will be a minimum interval of one year following two consecutive two-year terms in the same position, or a board member may seek to be elected to another position in the Board of Directors for additional terms.

f.     After serving three consecutive terms (6 years) on the SAIL Board, an individual must take a break from the Board for at least one term (2 years), with the exception of Past President who must take a one term (2 year) break at the conclusion of their term as Past President.

g.    The Directors may meet together for the dispatch of SAIL business, adjourn, and otherwise regulate their meetings as they determine.

h.    Any Director may be removed from office for actions contrary to the Aims and Objectives of SAIL upon the majority vote of members at a special meeting.

i.      The Directors shall have the powers to approve and administer the affairs of SAIL in keeping with the Aims and Objectives of SAIL.

j.      A Director elected at an Annual General Meeting who misses three (3) consecutive Board Meetings may be removed from office upon passage of a resolution by a simple majority at a general meeting of the Voting Members.

k.    At annual general meetings held in even numbered years the position of President, Vice President, Director (South) and one Director-a-large will be elected for a two-year term.  At annual general meetings held in odd numbered years, the positions of Secretary, Treasurer, Director (north) and one Director-at-large will be elected for a two-year term.

l.      A President who resigns his/her position cannot assume the ex-officio position of Past President as described in clause 3 (a.)

m.   In the event that the position of Past President is vacant, the Board may appoint a third Director-at-large.  The term of this Director’s tenure to the Board shall be from the date of the appointment until the next annual general meeting.

n.    A person contesting for the position of President on the SAIL Board must have previously served a minimum two-year term on the SAIL Board.

 

4.    Committees

a.    The standing committees of SAIL shall be:  Policy and Planning, Personnel and Finance, Audit, and Nominating Committee.

b.    The Directors may from time to time appoint such committees, as they deem necessary in areas such as Teacher Training, Out-of-School Programs, and Materials and Resources.

c.    Each committee shall perform such duties as assigned by the Directors or the general assembly and shall keep proper record of all its proceedings.

d.    No committees shall incur any liabilities without prior authorization in writing from the Directors.

 

5.    Audit

a.    The financial books of SAIL shall be audited annually and the Auditor’s Report on SAIL’s financial affairs shall be presented at each Annual General Meeting.

b.    The General Assembly at its Annual General Meeting shall appoint an independent auditor to audit the financial affairs of SAIL for the following year.

 6.   Amendments

The Constitution and Bylaws of SAIL shall not be rescinded, altered, or added to unless such proposed amendments have first been presented in writing to the Directors for circulation to all members not less than thirty (30) days prior to the next general meeting.  Amendments must be passed by three quarters (75%) majority of the member groups’ representatives present and eligible to vote at a general meeting.

 

7.    Winding up
In the event of dissolution of SAIL, its property and assets shall, after payment of all liabilities, be donated to one or more recognized educational or multicultural charitable corporations in Canada as may be decided by SAIL at a general meeting.

 

8.    Supplementary

a.    The Directors may establish rules not inconsistent with the Constitution and Bylaws and the Non-Profit Corporations Act of Saskatchewan for regulating the management and operation of SAIL.

b.    The provisions of the latest edition of Robert’s Rules of Order shall be followed by SAIL when they are not contrary to the Constitution and Bylaws or the rules established by the Directors.

 

First Draft                                               
December 8, 1984
Approved As Amended        
June 1, 1985
Approved As Amended        
June 20, 1987
 
Approved As Amended        
June 17, 1989
Approved As Amended        
June 16, 1990
Approved As Amended        
November 29, 1991
Approved As Amended        
November 21, 1993
Approved As Amended        
June 23, 2002
Approved As Amended        
June 28, 2004
Approved As Amended        
June 18, 2005
Approved As Amended
June 19, 2010
Approved As Amended
June 18, 2011
Approved As Amended
June 22, 2013
Approved As Amended
June 21, 2014