BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

Table of Contents
Section 1 General
1.1

Page Numbers 2
Name of organization Definitions & area of service

1.2 Section 2 Purpose

4 4 4 4

Section 3 Registered Office Section 4 Corporate Seal Section 5 Membership

5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 Types of membership Rights of members Membership fees Withdrawal of membership Transfer of membership Termination of membership Meetings of the membership Quorum for meetings of the membership Voting of the membership

Section 6 Special Resolutions of Members Section 7 Board of Directors

7.1 7.2 7.3 7.4 7.5 General powers Composition of the Board of Directors Election of the Board of Directors by the membership Termination of a director from the Board of Directors Hiring of Chief Executive Officer

8 8

Section 8 Bylaws
8.1 Amendments 8.2 & 3.3 Bylaw change requirements

12

Section 9 Public Pronouncements Section 10 Audit & Reporting Section 11 Fiscal Year Section 12 Indemnity of Board Members

12 12 13 13

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

Section 13 Dissolution 13

SECTION 1 - GENERAL
1.1 1.2 The name of this corporation is Saskatchewan South East Enterprise Region Inc., hereinafter referred to as SSEER. Definitions In these and all other bylaws of the corporation, the context otherwise requires or specifies: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) Act means The Non-Profit Corporations Act of Saskatchewan, as amended from time to time; Corporation, Organization and Region means the Saskatchewan South East Enterprise Region Inc.; The Directors, Board and Board of Directors mean the directors of the organization; A Director means a member of the Board of Directors CEO means the Chief Executive Officer for Saskatchewan South Enterprise Region; The region shall mean the area identified as the Saskatchewan South East Enterprise Region; Imparting he or his as the masculine shall also include feminine gender; Ex Officio shall mean by virtue of office and does not limit the duties and capacity of any person who is ex officio, director, member of a committee, or the holder of any other office. It only limits that persons right to vote; In writing and written include words printed, painted, engraved, lithographed, photocopied or represented or reproduced by any mode of representing or reproducing words in visible form; Regulations means the regulations, from time to time, passed by the Lieutenant Governor in Council pursuant to the Act; The headings used in the bylaws are inserted for reference only and are not to be considered in constructing the terms thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms; All terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act; Words importing the masculine gender shall include the feminine, and words importing the singular shall include the plural and vice versa; Member means an individual, business, municipality, non-profit organization, community organization, public institution or government related organization that is a member of Saskatchewan South East Enterprise Region Inc. Geographic boundaries are the boundaries which encompass SSEER service area, including but not limited to the following municipalities, as determined by the Board of Directors from time to time:

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

Cities (2)
City of Estevan City of Weyburn

Rural Municipalities (35)

RM of Antler #61 RM of Argyle #1 RM of Benson # 35, RM of Brock # 64, RM of Brokenshell # 68, RM of Browning # 34, RM of Cambria #6, RM of Coalfields #4, RM of Cymri #36, RM of Enniskillen #3, RM of Estevan #5, RM of Fillmore #96, RM of Golden West #95, RM of Griffin #66, RM of Hazelwood #94, RM of Kingsley #124 RM of Lake Alma #8, RM of Laurier #38, RM of Lomond #37, RM of Maryfield #91, RM of Moose Creek #33, RM of Moose Mountain #63, RM of Mount Pheasant #2, RM of Norton #69, RM of Reciprocity #32, RM of Scott #98, RM of Souris Valley #7, RM of Storthoaks #31, RM of Surprise Valley #9, RM of Tecumseh #65, RM of Gap #39, RM of Walpole #92, RM of Wawken #93, RM of Wellington #97, RM of Weyburn #67,

Towns (14)
Town of Alameda Town of Arcola Town of Bienfait Town of Carlyle Town of Carduff Town of Kipling Town of Lampman Town of Midale Town of Oxbow Town of Radville Town of Redvers Town of Stoughton Town of Wawota Town of Yellow Grass

Villages (32)
Village of Alida Village of Antler Village of Carievale Village of Ceylon Village of Creelman Village of Fairlight Village of Fillmore Village of Forget Village of Frobisher Village of Gainsborough Village of Gladmar Village of Glen Ewen Village of Goodwater Village of Halbrite Village of Heward Village of Kinosee Lake Village of Kennedy Village of Kisbey Village of Lake Alma Village of Lang Village of Macoun Village of Manor Village of Maryfield Village of McTaggart Village of Minton Village of Osage Village of North Portal Village of Pangman Village of Roche Percee Village of Storthoaks Village of Torquay Village of Tribute

Also included in the region are:

Ocean Man First Nations Pheasant Rump First Nations

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

White Bear First Nations

SECTION 2 - PURPOSE
Saskatchewan South East Enterprise Region Inc. is charged with the responsibility of providing economic development services and support to build upon the regions capacity and competitive advantages. Core functions and strategic directions shall include but may not be limited to: Building Regional Economies Fostering a Culture of Enterprise and Innovation Building on Competitive Advantages Engaging Leadership and Effective Governance

SECTION 3 - REGISTERED OFFICE

The corporate records of SSEER shall be kept at the registered office of the organization or at its solicitors office as the Board of Directors may, from time to time, direct. The Board of Directors may have other offices at such other place or places, within the SSEER region as the Board of Directors may from time to time determine.

SECTION 4 - CORPORATE SEAL

The Board of Directors shall adopt a corporate seal for SSEER and provide for its safe custody at SSEER registered office; the corporate seal shall be used to endorse official documents and agreements on behalf of SSEER.

SECTION 5 - MEMBERSHIP
5.1 There shall be five types of membership in SSEER: (a) Business Membership shall be open to small business, manufacturers, processors, industrial companies, resource businesses, banks/credit unions, business co-operatives and agriculture producers operating within the geographic

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

boundaries of SSEER who are active in key sectors of the regional economic development; (b) Municipal Membership shall be open to all incorporated municipalities (villages, towns, cities and rural municipalities) located within the geographic boundaries of SSEER;

(c)

Community Stakeholder Membership shall be open to local non-profit organizations and other community/member based organizations with the capacity to influence and contribute to economic development within the geographic boundaries of the SSEER region; (e.g. Chambers of Commerce/Boards of Trade, economic development organizations, , etc.) Regional Stakeholder Membership shall be open to regionally based organizations with the capacity to influence and contribute to economic development within the geographic boundaries of SSEER. (e.g. regional tourism organizations, Community Futures, professional organizations, labour groups, government agencies, post secondary institutions, school boards/districts, health districts, industry associations, etc.) First Nations/Metis Membership shall be open to First Nations and Metis associations located within the geographic boundaries of SSEER.

(d)

(e) 5.2

Rights of Members The rights of members shall be the same, except as set out in the bylaws and articles of incorporation governing election and appointment of directors and the composition of the Board of Directors.

5.3

Membership Fees (a) (b) (c) Membership fees may be levied at the discretion of the Board of Directors or as directed by the membership at a meeting of the members; The Board of Directors shall provide at least three (3) months notice in writing to members of membership fee levies or of any changes in annual membership fees; Annual membership fees, if implemented, shall be due April 1 of each year. Annual payment of membership shall be paid in the month due.

5.4

Withdrawal of Membership

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

(a) A member may withdraw from SSEER by giving to the registered office of SSEER a three (3) month notice in writing stating intention to withdraw membership; The Board of Directors, by resolution, may accept any application to withdraw upon shorter notice.

(b)

5.5

Transfer of Membership Membership shall be in the name of the member or member organization and shall not be transferable from one person or organization to another.

5.6

Termination of Membership (a) (b) (c) The Board of Directors may by a two-thirds vote at a meeting duly called, order the retirement of a member from SSEER; The Chief Executive Officer of SSEER shall, within ten (10) days from the date on which the order is made, notify the member in writing of the order; The member may appeal the order at the next meeting of members of SSEER by giving written notice of his intention to appeal to the secretary/treasurer within thirty (30) days' from the date he received notice; Where the member makes an appeal before a meeting of members, a majority vote of the members present shall be required to rescind the order; If a membership is terminated under these bylaws, all agreements in place with the member shall also be terminated; A member who has failed to pay the required Membership Fee within ninety (90) days from the date of invoice for membership fee, shall have his name/the organizations name struck from the membership roster.

(d) (f) (g)

5.7

Meetings of the Membership 5.7.1 5.7.2 5.7.3 Location for meetings of members shall be determined by the Board of Directors; Minutes of all proceedings of any meeting of the membership shall be entered into SSEER Minute Book and maintained at the registered office of SSEER. Annual General Meeting of the Membership

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

(a) The annual general meeting of the membership shall be held within one hundred eighty (180) days after the fiscal year end; (b) Notice of annual general meeting to members shall be given at least fifteen (15) days and no more than fifty (50) days prior to the date of the annual meeting of the membership; (c) Notice of annual general meeting shall be sent to all members; notice of annual meeting shall be published in at least one regional newspaper fifteen (15) days prior to such meeting; (d) Location of the annual general meeting shall be designated by the Board of Directors; (e) An annual general meeting of membership shall be held for the purpose of: 5.7.4 electing and swearing in a Board of Directors; reviewing and approving the year end audited financial statements of the organization; receiving the annual report of activities and accomplishments of the organization; appointing an auditor; and transacting of any other business of interest to the membership.

Special or Other General Meetings of the Membership (a) Special or other general meetings of the membership may be held, upon proper notice, at any time or at any place designated by the Board of Directors within SSEER region and when: - summoned by the Chairman or - requested in writing by any three (3) members of the Board of Directors, or - requested in writing by any five (5) members of SSEER; At least seven (7) days notice shall be given to the membership for special or other general meetings.

(b) 5.8

Quorum for Meetings of the Membership The quorum for a general, annual or special meeting of the membership shall be fifteen (15) members.

5.9

Voting of the Membership 5.9.1 Members shall vote: (a) by a show of hands; or

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

(b) (c) 5.9.2 5.9.3 5.9.4 5.9.5 where three (3) members entitled to vote at a meeting so demand, by a secret ballot; election of directors shall be by secret ballot

There shall be no voting of the membership by mail or proxy. No member is entitled to more than one vote on any question. The chairperson of the membership meeting, if a SSEER member, has the right to vote. Subject to other provisions in the Act and these bylaws, a majority of members who are present and cast votes at a meeting shall decide all questions.

5.9.6

Where there is an equality of votes, the motion is to be declared lost (i.e. tie means the motion is lost).

SECTION 6 - SPECIAL RESOLUTIONS OF MEMBERS

6.1 A special resolution must be passed by two-thirds (2/3s) majority approval of the members present at a duly constituted meeting.

SECTION 7 - BOARD OF DIRECTORS

7.1 General Powers 7.1.1 Management of the business and affairs of SSEER shall be vested in the Board of Directors, and the Board shall be competent to exercise all and any of the authorities, powers and discretion, and do all such acts and things as SSEER is by law authorized to exercise and do, and may delegate any of its powers (except such as are herein specifically to be exercised by the Board of Directors) and may from time to time revoke such delegation. The Board of Directors shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by SSEER membership and the provincial government department responsible for regional economic development and the Act; The Board shall, without specific delegation, have the authority to:

7.1.2

7.1.3

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

(a) Supervise and control the affairs of SSEER; (b) Perform the duties imposed upon it by the organizations bylaws; (c) Authorize operating expenditures, disposal of property and remuneration of staff; (d) Hire or dismiss the chief executive officer and determine terms of employment thereof. 7.1.4 Unless these bylaws provide otherwise, the Board of Directors shall: (a) Exercise the powers of the corporation directly or indirectly through the employees and agents of SSEER, and direct the management of the business and affairs of SSEER; (b) Hold regularly scheduled Board of Director meetings at least four (4) times a year; (c) Determine signing authority on all accounts, contracts, or documents that are binding to SSEER; (d) Approve an annual operating budget and workplan; (e) Shall ensure that all cheques, drafts, orders for payment of money, notes, acceptances, bills of exchange, contracts, documents or any instruments in writing requiring execution by SSEER shall be signed by such officer or officers or person or persons and in such manner as the Board of Directors may from time to time designate and, failing such designation, shall be signed by any two (2) of the directors; 7.1.5 Compensation to Directors Directors shall not receive compensation for their services but may be entitled to a travel allowance and out of pocket expenses incurred in the course of discharging duties on behalf of the Board of Directors, providing that such compensation is preauthorized by the Board of Directors; 7.1.6 Meetings of the Board of Directors i. Board of Directors meetings are called by the Chair; ii. A quorum for all meetings of the Board of Directors shall require a majority of Directors on the Board;

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

7.1.7 Voting at Board of Directors Meetings (a) (b) Resolutions, except where otherwise stated in these bylaws, shall require a simple majority of votes by the Directors on the Board; Members of the Board of Directors may participate in regular or special meetings of the Board by conference call or similar communication equipment.

7.1.8

Minutes of Board of Directors Meetings (a) Minutes shall be recorded of all meetings of the Board of Directors, and upon their subsequent approval by the Board as being true and a complete record of the business transacted, shall be maintained at the registered office of SSEER;

7.1.9

Notice of Board of Directors Meetings (a) Notice of Board of Directors meetings shall be provided at least three (3) business days notice prior to a Board of Directors meeting; (b) Notice of Board of Directors meetings may be delivered personally, by mail or other accessible electronic means such as telephone, facsimile or email. If all members of the Board are present and give consent, notice can be waived.

7.2

Composition of the Board of Directors 7.2.1 The Board of Directors shall consist of not less than nine (9) members and not more than fifteen (15) members, elected by the membership as per the prescribed membership categories; Officers of the Board of Directors The Board of Directors shall: (a) Appoint from among themselves officers of the Board. 7.2.3 Prescribed categories of membership on the Board of Directors are as follows: Business Membership Municipal Membership Community Stakeholder Membership Regional Stakeholder Membership First Nations/Metis Membership

7.2.2

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

(a) At least one third of the Board members shall be elected from the Business Membership category; (b) The remaining composition of the Board shall be made up of representation from membership categories, taking into consideration broad based geographic representation and fair/equitable representation of other membership categories; (c) When there is a vacancy on the Board of Directors and there is a quorum at the next regular Board meeting, the Board may: (i) (ii) (ii) fill the vacancy until the next annual meeting of the members; wait until the annual general meeting of members to fill the vacancy; or where there is not a quorum at the next regular Board meeting after the vacancy has occurred, the remaining directors may call a general meeting of members for the purpose of electing a director or directors of fill any vacancies;

7.3

Election of the Board of Directors by the Membership 7.3.1 7.3.2 The Board of Directors shall create a nominating process for electing members to the Board of Directors; At each annual general meeting of the membership or at each meeting called for the purpose of electing directors, the members shall be advised of the names and terms of office of each of the current directors; Directors shall be elected for a two (2) year term, provided that there be rotation of terms to allow the election of a portion of the directors each year; Members shall not be eligible to serve on the Board of Directors for more than three (3) consecutive terms; Any member of the Board of Directors may leave his position by submitting a letter of resignation to the Chair of the Board.

7.3.3

7.3.4 7.3.5

7.4 Termination of a Director from the Board of Directors

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

7.4.1 Directors will cease to be Directors or may be removed from office by the membership as follows: (a) A director ceases to hold office if he or his member organization ceases to be a member of SSEER; (b) The members of SSEER may, by a Special Resolution, at a general or special meeting of the membership, remove any director from office; (c) Directors may also be removed from office by a majority vote of the Board of Directors. 7.5 Board Hiring of A Chief Executive Officer The Board of Directors shall employ and set the compensation for a chief executive officer and, and in the absence of a chief executive officer, shall employ any other person(s) necessary to carry out the business of SSEER.

SECTION 8 - BYLAWS
8.1 Amendments to SSEER bylaws shall have force and effect at the time that the members resolve to amend them or at such other time as determined by the members approving amendments to the bylaws. Bylaws may be altered, amended or repealed and new bylaws may be adopted by two-thirds (2/3) majority vote of the members present and voting at any duly called and convened annual general meeting of members or at a special meeting of members called for the purpose of altering, amending or repealing the bylaws provided that a copy of the proposed changes or amendments have been sent by mail or email to each member at least Fifteen (15) days prior to the meeting at which the vote to amend is taken. Amended bylaws or new bylaws, upon approval of such amendments or new bylaws by the membership, shall be dated as per the date of approval and endorsed by at least three directors of the organization.

8.2

8.3

SECTION 9 - PUBLIC PRONOUNCEMENTS

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

9.1 No public pronouncement in the name of SSEER may be made unless authorization has been given by the Board of Directors or by some person to whom the Board of Directors has delegated this authority.

SECTION 10 - AUDIT & FINANCIAL DISCLOSURE

10.1 10.2 10.3 Once every year the accounts of SSEER shall be examined and the correctness of the accounts and balance sheet ascertained by one (1) or more external auditors; The members shall appoint an auditor or auditors at the annual general meeting of the members; The auditors report of SSEER for the past fiscal year shall be presented at the annual general meeting of the members; the Board of Directors shall evidence membership approval of the audited financial statements for the organization by the signature of two or more directors;

10.4 SSEERs year end report, including audited financial statements shall not be released or circulated to the public until they been approved by the members at the annual general meeting; 10.5 The auditors financial report shall be kept at the registered office of SSEER; 10.6 SSEER shall submit to the Minister Responsible for Enterprise Saskatchewan and Corporations Branch of Saskatchewan Ministry of Justice an Annual Report of the organizations business for the preceding fiscal year, including audited financial statements.

SECTION 11 - FISCAL YEAR

11.1 The fiscal year of SSEER shall commence on the first day of April in each year and end on the last day of March of each year.

SECTION 12 - INDEMNITY OF BOARD MEMBERS

12.1 SSEER shall indemnify all Directors and Officers of SSEER and any other person, their heirs, executors and administrators from and against all costs, charges, expenses and damages sustained as a result of an undertaking authorized by SSEER; SSEER shall indemnify every Director or Officer of SSEER from all costs,

12.2

BYLAWS OF SASKATCHEWAN SOUTH EAST ENTERPRISE REGION INC.

charges, expenses and damages to which the Director or Officer of SSEER may be put as a result of a bona fide execution of the duties of his office or position.

SECTION 13 - DISSOLUTION
13.1 13.2 A resolution to dissolve must be presented and adopted by the membership at a general or special meeting of members; Upon the dissolution of SSEER, any surplus remaining after all creditors have been paid shall be donated as per resolution of the Board of Directors to one or more non-profit corporations, societies, organizations, associations or cooperatives, pending approval by the Government of Saskatchewan or any other provincial government department providing funding to SSEER.

THESE BYLAWS ADOPTED BY the members of Saskatchewan South East Enterprise Region Inc. at the Annual General Meeting on the 15th day of June, 2010. __________________________________ Director Signature __________________________________ Director Signature _______________________________ WITNESS SIGNATURE _______________________________ PRINT NAME _______________________________ PRINT NAME _______________________________ PRINT NAME OF WITNESS