General Bylaws (Revised June 8, 2015 to be confirmed by SALA Membership at 2016 AGM)

1.0 Membership

1.01 The membership in the association shall consist of two classes namely registered members and affiliate members. Affiliate members will be: associate, student, honorary, allied, inactive and life.

1.02 Membership in the association as a Registered Landscape Architect shall be granted by SALA Council on application to it and upon payment of dues, if any prescribed by SALA Council, if the applicant:

1.02.1 holds a Bachelor of Landscape Architecture Degree from a school of landscape architecture approved by SALA Council and has worked for at least three (3) years, after graduation, under the direction of a person or persons approved by SALA Council or:

1.02.2 holds both a Bachelor’s Degree and Master’s Degree in Landscape Architecture from a school of landscape architecture approved by the SALA Council and has worked for at least two (2) years either between the two degrees or after the Master’s degree, under the direction of a person or persons approved by SALA Council or:

1.02.3 holds a Master of Landscape Architecture Degree from a school of landscape architecture approved by the SALA Council and has worked for at least three (3) years post education (post education experience may not necessarily mean post graduate experience in all instances where a graduate degree is involved) under the direction of a person or persons approved by the SALA Council or:

1.02.4 has a combination of post-secondary education and work experience, both related to landscape architecture, totaling a minimum of ten (10) years with a minimum of two (2) years experience in Saskatchewan working under the direction of a person or persons approved by SALA Council and:

1.02.5 has submitted in support of the Applicant for Membership, a letter of endorsement from two (2) members (full/registered) in good standing of the Saskatchewan Association of Landscape Architects or Canadian Society of Landscape Architects (CSLA), and:

1.02.6 has been interviewed by the SALA Council or such members thereof as may be designated from time to time to carry out such interviews, and has produced evidence satisfactory to SALA Council of identification and qualifications, or:

1.02.7 is a full, registered member in good standing of a CSLA Component Association or other body of landscape architects approved by SALA Council and provides evidence satisfactory to SALA Council of such standing.

1.03 Membership in the association as an Associate Member shall be granted by SALA Council on application to it and upon payment of dues, if any prescribed by SALA Council, if the applicant:

1.03.1 is a person who has graduated from a school of landscape architecture but has not yet attained sufficient practical experience in post-education practice; and:

1.03.2 has submitted in support of the application a letter of endorsement from two members in good standing of the Saskatchewan Association of Landscape Architects or CSLA. or:

1.03.3 is a comparable associate member in good standing of a CSLA Component Association or other body of landscape architects approved by SALA Council and provides evidence satisfactory to SALA Council of such standing.

1.04 Membership in the association as a Student member shall be granted by SALA Council on application to it and upon payment of dues, if any prescribed by SALA Council, if the applicant:

1.04.1 is a person enrolled in a recognized program in landscape architecture and provides SALA Council with evidence satisfactory to it of such enrollment.

1.05 Honorary Membership in the association may be granted by SALA Council from time to time to distinguished members of the community who have performed notable service in advancing the profession of landscape architecture. A person may be nominated for honorary membership by a member of the association, and upon ratification by a vote of two-thirds of SALA Council shall become an honorary member.

1.06 Membership in the association as an Allied Member shall be granted by SALA Council on application to it and upon payment of dues, if any prescribed by SALA Council, if the applicant:

1.06.1 is a person associated with the field of landscape architecture or the allied design professions including ecologists, botanists, horticulturists, and provides SALA Council with evidence satisfactory to it of such association; and

1.06.2 has submitted in support of the application, a letter of endorsement from one registered member in good standing of the Saskatchewan Association of Landscape Architects.

1.07 Membership in the association as an Inactive Member shall be granted by SALA Council on application to it and upon payment of dues, if any as prescribed by SALA Council, if the applicant:

1.07.1 is a registered member in good standing of the Saskatchewan Association of Landscape Architects; and

1.07.2 has submitted a letter indicating their individual circumstances in support of the application.

1.08 Life Membership in the association may be granted by SALA Council, from time to time, to members who have performed notable service in advancing the profession of landscape architecture.

1.09 At no time shall the number of affiliates exceed the number of registered members.

1.10 Registered members shall have the right to vote on all matters at an annual and general meeting, and shall be eligible to hold office and to serve on committees.

1.11 Associate members shall have the right to vote on all matters except the election of officers, and shall be eligible to serve on committees except the Examining Board. They shall be eligible to membership on SALA Council via their election as a representative to SALA Council who shall have a vote on SALA Council.

1.11.1 Associate members shall be designated as Associates of the Saskatchewan Association of Landscape Architects, which designation shall not be abbreviated or changed in any way. This designation shall not be used on any professional letterhead, card or sign, nor shall it be used, except with the official written consent of SALA Council, in any other place or manner, lest its use be interpreted to imply that the Associate member is a registered member rather than an associate member of the Association.

1.12 Student members shall have the privilege of attending meetings of the association and of participating therein, but shall have no vote. Student members, shall be eligible to serve on committees except the Examining Board.
Student members shall be designated as Student members of the Saskatchewan Association of Landscape Architects, which designation shall not be abbreviated or changed in any way. This designation shall not be used on any professional letterhead, card or sign, except with the official written consent of SALA Council in any place or manner, except in curriculum vitae or job applications, lest its use be interpreted to imply that the Student member is a registered member rather than a Student member of the Association

1.13 Honorary members shall have the privilege of attending meetings of the association and of participating therein but shall have no vote and shall not be eligible to hold office. Honorary members shall be eligible to serve on committees.

1.14 Allied members shall have the privilege of attending meetings of the association and of participating therein, but shall have no vote and shall not be eligible to hold office. Allied members shall be eligible to serve on committees.

1.14.1 Allied members shall be designated as Allied members of the Saskatchewan Association Landscape Architects, which designation shall not be abbreviated or changed in any way. This designation shall not be used on any professional letterhead, card or sign, nor shall it be used, except with the official written consent of SALA Council, in any other place or manner, lest its use be interpreted to imply that the Allied member is a registered member rather than an Allied member of the Association.

1.15 Inactive members shall have the privilege of attending meetings of the association and of participating therein, but shall have no vote and shall not be eligible for office. Inactive members shall be eligible to serve on committees.

1.15.1 Inactive members shall be designated as Inactive members of the Saskatchewan Association Landscape Architects, which designation shall not be abbreviated or changed in any way. This designation shall not be used on any professional letterhead, card or sign, nor shall it be used, except with the official written consent of the Council, in any other place or manner, lest its use be interpreted to imply that the Inactive member is a registered member rather than an Inactive member of the Association.

1.15.2 Inactive members shall return any certificate of registration and the Landscape Architect’s seal forthwith to the Association at their own expense.

1.16 Life members shall have all the rights and privileges of registered members.

1.17 Members, associates, students, honorary, allied, inactive and life members shall receive the proceedings of the association and such other association documents and publications as SALA Council may direct.

1.18 Dues shall be payable by registered members, associate members, student members, allied members and inactive members, as shall from time to time be fixed by a majority vote of SALA Council, which vote shall become effective only when confirmed by a majority vote of registered and associate members at an annual or other general meeting. Dues shall not be payable by life members.

1.18.1 The Treasurer shall notify the registered members and affiliate members of the dues at any time payable by them, and, if they are not paid within sixty (60) days of the date of such notice the members in default shall thereupon automatically cease to be members of the association, but any such members may on payment of all unpaid dues be reinstated by majority vote of SALA Council.

2.0 Registration

 

2.01 SALA Council shall cause to be kept by the Secretary or other officer appointed for that purpose a register of the names in alphabetical order according to surname and the addresses of all persons who are registered members or affiliate members in good standing of the association and the register shall be at all reasonable times open to inspection, free of charge.

2.02 The Secretary shall, upon application, issue to any member of the association a certificate of registration in such form as SALA Council may approve.

2.03 The register or a copy thereof duly certified by the President and Secretary under the seal of the association without proof of the appointment or signature of the Secretary is prima facie evidence in all courts and before all persons that the persons whose names are entered therein are members of the association in good standing and the absence of the name of any person from the register is prima facie evidence that the person is not a member of the association.

SALA Council shall direct the Secretary of the association to remove a name from the register:

– at the request or with the written consent of the person whose name is to be removed;
– where the name has been incorrectly entered;
– where a member is deceased;
– where a member has been re-classified as inactive;
– where a member has been suspended or expelled; or
– where a member fails to pay any sum due to the association after sixty (60) days notice to such member.

2.04 SALA Council may by resolution direct the Secretary to restore to the register the name of a person removed therefrom either without fee or upon payment to the Association of:
such sum not exceeding the dues or other sums in arrears and owing by the person to the association; and
such additional sum as may be prescribed by the By-laws of the association.

2.05 Where the name of a person who has been suspended or expelled from the association is to be restored to the register under subsection 2.05, SALA Council may by resolution direct that the name be restored subject to such terms and conditions as the council may prescribe.

3.0 Officers of the Association

 

3.01 The officers of the association shall be a President, a Past-President, a Secretary, and a Treasurer, and such other officers as SALA Council may determine, together with a representative elected by associate members. No person may hold more than one office. Only registered members of the association who reside in the province of Saskatchewan are eligible to be elected as officers. The officers shall hold office for a period of two (2) years from their election.

3.02 The President shall call and preside at all business meetings of the association and of SALA Council, and shall perform such duties as are customary to the office, or as may be assigned by SALA Council.

3.03 The Past-President shall exercise the duties of President in their absence or inability to act.

3.04 The Secretary shall be clerk of SALA Council. The Secretary shall attend all meetings of SALA Council and record all facts and minutes of all proceedings. The Secretary shall give all notices required to be given to members and to SALA Council. The Secretary shall be the custodian of the seal of the association and of all books, papers, records, correspondence, contracts, and other documents belonging to the association, which the Secretary shall deliver up only when authorized by a resolution of SALA Council to do so and to such person or persons as may be named in the resolution, such materials or information as is identified in the resolution and the Secretary shall perform such other duties as may be determined by SALA Council.

3.05 
The Treasurer shall keep full and accurate accounts of all receipts. and disbursements of the association in proper books of accounts and shall deposit all monies or other valuable effects in the name and to the credit of the association in such bank or banks as may be designated by SALA Council. The Treasurer shall disburse the funds of the association under the direction of SALA Council taking proper vouchers therefore and shall render to SALA Council at the regular meetings thereof or whenever required of the Treasurer, an account of all the transactions as Treasurer, and of the financial position of the association.

3.06 The duties of all other officers of the association shall be such as the term of their engagement calls for or SALA Council requires of them.

3.07 The officers and other members of SALA Council shall be elected at the annual meeting by a majority vote of the registered members. The annual meeting may adopt the slate of officers and other members of SALA Council as proposed by the Nominating committee, by acclamation; however, it may, as well, entertain nominations for office from the floor for any number of candidates and for any office. The voting for each office shall be by secret ballot. This term of office shall be for a period of two (2) years and until their successors are elected. The term shall commence immediately after election.

3.08 Deeds, transfers, licences, contracts and engagements on behalf of the association shall be executed by the President and by the Secretary, who shall affix the seal of the association to such instruments as may be required. The President and Secretary may authorize transfer of any and all shares, bonds or other securities standing in the name of the association in its individual or any other capacity or as trustee or otherwise and may accept the name and on behalf of the association transfers of shares, bonds or other securities transferred to the association, and may affix the Corporate Seal to any such transfers or acceptance of transfers, and may make, execute and deliver under the Corporate Seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation. Cheques of the association shall be authorized by two officers. SALA Council may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the association may or shall be executed.

3.09 A vacancy occurring in any office between elections shall be filled by majority vote of SALA Council for the unexpired balance of the term of such office. Should a vacancy occur in a designated office subsequent to an election but prior to actual assumption of the office, the former candidate for that office who has received the next highest number of votes shall automatically become the officer-elect. If he or she should be unable or unwilling to assume the office, SALA Council shall fill the vacancy by a majority vote.

4.0 Vacancies

4.01 Where a vacancy of an elected member of SALA Council occurs other than by the expiry of the term of office, the remaining elected members of SALA Council may appoint a registered member of the association to fill the vacancy.

4.02 A person appointed under this section shall hold office during the unexpired portion of the term of the registered member in whose place he or she is appointed.

5.0 Remuneration

5.01 The council may fix and pay to the officers remuneration for certain expenses after approval by a majority vote of registered members and associate members.

6.0 Meetings

6.01 The President, or in the President’s absence, the Secretary, may by circular letter mailed to all members and affiliates of the association or of SALA Council, as the case may be, summon a meeting at such time and place as seems suitable.

6.02 The President shall act as chairperson of all meetings of SALA Council and the association.

6.03 In the absence of the President, the Past-President, or in their absence, a member chosen from the members shall act a chairperson of the meeting.

6.04 Meetings of SALA Council shall be called by the President as frequently as, in their judgment, the accumulation of business to be transacted shall demand, and at places and times to be determined by the President. SALA Council shall meet at least once in every six months.

6.05 Except as otherwise required by law, SALA Council may hold its meetings at such time and place as deemed necessary. No formal notice of such meeting shall be necessary if all members of the council are present, or if those absent have signified their consent to the meeting being held in their absence. SALA Council meetings may be formally called by the President or by the Secretary on direction of the President or by the Secretary on direction in writing of two (2) members of SALA Council. Notice of such meetings shall be by telephone, fax or email to each member of SALA Council not less than three (3) days before the meeting is to take place or shall be mailed to each member of SALA Council not less than seven (7) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. SALA Council may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A SALA Council meeting may also be held without notice, immediately following, or prior to, any general meeting of the association. The members of SALA Council may consider or transact any business either special or general at any meeting of SALA Council.

6.06 No error or omission in giving such notice for a meeting of members of SALA Council shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any member of SALA Council may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had there at.

6.07 Questions arising at any meeting of SALA Council shall be decided by a majority of votes. In case of an equality of votes, the chairperson shall have a vote. All votes at such meetings shall be taken by secret ballot if so demanded by any member of SALA Council present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the chairperson that a resolution has been carried shall be admissible in evidence as prima facie proof of the number or proportion of the votes recorded in favour of or against such resolution. The President shall be the chairperson. In the absence of the President his duties shall be performed by the Past President or such other member of SALA Council as the SALA Council shall appoint for the purpose.

7.0 Quorum

7.01 A quorum for the transaction of business at any meeting of SALA Council shall be a majority of the members of SALA Council.

8.0 Committees

8.01 SALA Council may appoint from the members of the association to such committees as it considers necessary to perform such duties and to exercise such powers as may from time to time be conferred on them by SALA Council.

8.02 The President shall be ex officio member of all committees.

8.03 SALA Council may remove a member of a committee so appointed and appoint new or additional members.

9.0 Annual and other Meetings of Members

 

9.01 The Annual or other general meeting of the members will be held at the head office of the association or elsewhere in Saskatchewan as the council may determine and on such day as the council shall appoint. The head office or registered office shall be 200 – 642 Broadway Avenue, Saskatoon, Saskatchewan, S7N 1A9. At every Annual meeting, to be held not later than April 30th of that year, in addition to any other business that may be transacted, the report of the SALA Council, the financial statement and the report of the auditors if required, shall be presented, and SALA Council elected. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. SALA Council or the President shall have power to call at any time a general meeting of the members of the association. No public notice of advertisement of members’ meetings, annual or general, shall be required, but notice of time and place of every such meeting shall be given to each registered member, and affiliate member by sending the notice by prepaid mail, fax or email at least ten (10) days before the time fixed for the holding of such meeting; provided that any meeting of members may be held at any time and place without such notice if all the members of the association are present thereat, and at such meeting any business may be transacted which the association at annual or general meetings may transact.

9.02 No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any registered member, or affiliate member, or officer for any meeting or otherwise, the address of such person shall be the last address recorded on the books of the association.

9.03 A quorum for the transaction of business at a meeting of members shall consist of a majority of registered members and associate members with the exception that for constitutional changes and By-Laws amendments, a majority (50% + 1) of registered members and associate members is required. (Note, only registered members are allowed to vote for officers, with the exception of election by the associate members of a representative.)

9.04 Subject to the provisions, if any, contained in the Saskatchewan Association of Landscape Architects Act, each member of the association as defined in section 1. and 9.03, shall at all meetings be entitled to one vote and may vote by proxy. No member shall be entitled either in person or by proxy to vote at meetings of the association unless said member has paid all dues, if any, then payable by said member. At all meetings, every question shall be decided by a majority of votes as described in section 9.03, unless otherwise required by the By-Laws of the association, or by law. Every question shall be decided in the first instance by a show of hands unless a secret ballot be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a secret ballot be demanded a declaration by the chairperson that a resolution has been carried or not carried and an entry to that effect in the minutes of the association shall be admissible in evidence as prima facie proof of the fact without proof of the number for or against such resolution. The demand for a secret ballot may be withdrawn, but if a secret ballot be demanded and not withdrawn, the question shall be decided by a majority of eligible votes given by the members present in person or by proxy, and such secret ballot be taken in such a manner as the chairperson shall direct and the result of such secret ballot be deemed the decision of the association in general meeting upon the matter in question. In case of an equality of votes at any general meeting whether upon a show of hands or at a secret ballot, the chairperson be entitled to a vote.

10.0 Banking and Fiscal Year

10.01 Unless otherwise ordered by SALA Council, the fiscal year of the association shall terminate on the 31st day of December of each year.

10.02 All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the association, shall be signed by such officer or officers, agent or agents of the association and in such manner as shall from time to time be determined by resolution of SALA Council and any one of such officers or agents may alone endorse notes and drafts for collection on account of the association through its bankers, and endorse notes and cheques for deposit with the association’s bankers for the credit of the association, or the same may be endorsed “for collection” or “for deposit” with the association. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the association and the association’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.

11.0 Borrowing

 

11.01 SALA Council may from time to time when authorized by the general membership:

11.01.1 borrow money on the credit of the association; or
11.01.2 issue, sell or pledge securities of the association; or
11.01.3 charge, mortgage, hypothecate or pledge all or any of the real or personal property of the association, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the association.

 

12.0 Seal

12.01 The corporate seal of the Association shall be in such form and design as may be determined by a majority vote of the members of SALA Council and shall have the name of the Association inscribed thereon.

 

13.0 Amendment of Bylaws

13.01 SALA Council may, by vote of a majority of those present at a meeting of SALA Council, repeal, vary or rescind any By-Law or enact new By-Laws, but any such change, unless in the meantime confirmed, altered, amended or varied by a vote of a majority (50% + 1) of the registered members and associate members present at a meeting of the members, shall have force only until the next annual meeting, and, if not then confirmed, altered, amended or varied by a vote of two-thirds of the members entitled to vote, the change shall cease to be in force. Notice in writing of any change in the By-Laws of the association to be proposed at any general meeting of the members must be left with the Secretary at least ten days before such meeting.