Prince Edward Island Fishermen's Assoc. - By-Laws

PREAMBLE TO THE PEIFA BY-LAWS

GENERAL PRINCIPLES

The Prince Edward Island Fisherman’s Association (FA) shall be governed in accordance with the following general principles.

The Association, which meets the standards as specified by the Certified Fisheries Organizations Support Act, is the sole provincial organization of fish harvesters formed to advance the general welfare of the fishery on Prince Edward Island and the interests of each individual fish harvester, to the greatest extent possible. As such, it takes precedence over all local or species-specific associations or other fisheries related organizations.

The Association exists for the purposes ascribed to it by its By-Laws, and all activities undertaken by the Association must be consistent with the achievement of those purposes.

The Board of Directors acts for the FA membership in exercising effective control of the Association’s management and business, in establishing the rules and policies by which it shall be directed, in making major decisions affecting the well-being of the Association and its membership at large, and in delegating authority to subordinate bodies and officials and over-seeing their work.

The Board and its Officers and staff must conform to the By-Laws of the Association in carrying out their responsibilities; where the By-laws no longer provide sufficient direction, the Board must then proceed to secure such amendments to the By-laws as may be necessary, through approval of the membership at a meeting called for that purpose.

All Standing and Special Committees which may be created by the Board from time to time are subordinate to the Board, and are at all times solely responsible to the Board in carrying out their responsibilities. The Board cannot waive its ultimate accountability to the membership for the conduct of any subordinate body which it may establish.

Members of the Board of Directors shall be guided by the following principles: Honesty, Loyalty to the FA, Respect to all members, Truthfulness, Represent fish harvesters interests as opposed to their own personal interests, Transparency and Good Conduct.

All members of the Board of Directors will be required to take an oath of office adhering to the principles outlined above.

BY-LAWS OF THE PRINCE EDWARD ISLAND FISHERMEN’S ASSOCIATION LTD.
As Revised by a Special Meeting on November 19th. 2007.

INTERPRETATION

In these By-Laws and in all resolutions of the Company, words importing the singular number shall include the plural number and vice versa; words importing the masculine gender shall include the feminine gender; words importing persons shall include companies, corporations, partnerships and any number or aggregate of persons; “By-laws” means the By-laws of this company; the terms “Board” and “Directors” mean the Board of Directors of the corporation; and the terms “Corporation”, “Company”, or “Association” mean the Company named in the title immediately above.

1. OBJECTS AND PURPOSES OF THE ASSOCIATION

The Association has been formed for the following purposes:

a) To promote the interests of fish harvesters within Prince Edward Island (PEI) and to advocate before all external bodies in their behalf;

b) To promote the fishing industry generally on PEI;

c) To undertake the necessary action to manage the allocation of fish species harvested by fish harvesters on PEI;

d) To undertake, in concert with other fisheries interests in Atlantic Canada, methods to ensure the conservation of endangered species and the survival of the fishing industry;

e) To establish mutually satisfactory relationships and cooperative endeavours with other fisheries agencies and organizations both within and outside PEI, and with all others who wish to contribute to the betterment of the fishing industry within the province;

f) To study, investigate and disseminate information concerning the fishing industry generally and also with specific reference to the industry on PEI;

g) To do all other things which may be incidental to the attainment of these objects;

h) To enter into any arrangements with any government or authority that may seem conducive to the company’s objects, or any of them, and to obtain from any such government or authority any rights, privileges and concessions which the company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;

i) To purchase, take on lease or in exchange, hire or otherwise acquire and hold, sell or otherwise deal with any real and personal property and any rights or privileges which the company may think necessary or convenient for the purpose of its operation and in particular any land, buildings, easements, and stock-in-trade;

j) To draw, make, accept, endorse, discount, execute and issue promissory notes, cheques, bills of exchange, bills of lading, warrants and other negotiable instruments;

k) To apply for, secure, acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise, and to exercise, carry out and enjoy any character, license, power, authority, franchise, concession right or privilege, which any government or authority or any corporation or other public body may be empowered to grant, and to pay for, aid in and contribute towards carrying the same into effect;

l) To do all such other things as are incidental or conductive to the attainment of the objects and the exercise of the powers of the company, and accepting all other powers and objects provided by the Companies Act not mentioned herein.

2. MEMBERSHIP

1) Where the term “fish harvester”is used throughout these By-Laws, reference is made to a “core” or “independent core” fish harvester as used in the Department of Fisheries and Oceans Licencing Policy for Eastern Canada, 1995, (as amended from time to time).

a. Full membership in the Association shall be open to all Core or independent Core fish harvesters on Prince Edward Island who apply for membership and pay their annual fee. Honorary and/or Associate Membership may be granted to any individual or organization that is approved by the Board of Directors. Associate and Honorary members may enjoy the normal benefits of membership but may not vote in any matter concerning the Association, unless that Honorary or Associate member is also a Core or Independent Core fish harvester.

b. The annual fee shall be established by the Board and shall be ratified at an Annual General Meeting. The current fee for 2007 is $100.

c. Members of the Association may be organized into geographically-defined Locals as described in Section 5, as a matter of convenience for purposes of representation, consultation, communication and related matters with respect to the Association.

d. Membership of an individual in the Association may be suspended or terminated by a two-thirds vote of the Board for any of the following reasons:

i failure to pay the yearly membership fee upon notice that the fee is payable;

ii. action deemed by the Board of Directors to be injurious to the best interests of the Association or of the industry it represents, and persistence in an adverse course of action in defiance of the instructions of the Board;

iii. Ceasing to be a Core or independent Core fish harvester.

iv. Failure to pay yearly membership fees will result in the fish harvester’s name to be submitted to the Provincial Department of Fisheries and Aquaculture in accordance with the Certified Fisheries Organization Support Act.

e. Where a member is suspended for any reason, the notice of suspension shall indicate the cause and the period of time over which the suspension is effective, during which period the member shall not be entitled to hold office or to attend at any meeting or event conducted by the Association.

f. Where a member wishes to appeal a decision to impose a suspension or termination of membership, the procedure set out in Section 13 shall be followed.

g. Any member may withdraw from membership in the Association by delivering to the central office of the corporation, or to any of its officers, a written resignation stating the reason for withdrawing, subject to the reservation that the individual shall not be reimbursed for the amount of membership fees already paid in support of the activities of the Association from which he shall continue to derive benefits.

h. At the pleasure of the members, members may appoint honorary members for a lifetime term.

3. BOARD OF DIRECTORS

a. The business and affairs of the corporation shall be managed by a Board of Directors, consisting of two members elected by each Local Association, assisted by the President in his dual role as Board Chair. The president may appoint any person, with the consent of the Board, to act as Chairman of Board meetings and may appoint special advisors to the Board. Such persons shall not exercise a vote in any Association business.

b. Election of Directors shall take place between the close of the fiscal year of the Association, and prior to its annual general meeting.

c. The President of the Association shall be elected from the floor at the annual General meeting. Each paid up member shall be eligible to cast a vote for President.

Eligible candidates for the position of President shall be any member of the Board of Directors at the time of the election and the current President of the Association.

The additional slate of officers of the Association shall be appointed from the list of representatives approved by each Local Association at the first regularly scheduled meeting following the Annual meeting.

d. Following the election of the President, the Local Association which had previously been represented by the person elected to be President shall be entitled to name another

Director at-large, who shall then not be entitled to become an officer of the Association for that term.

e. Where the Board appoints members to serve as Chairs of any Standing or ad hoc committees who are not members of the Board, such persons shall be entitled to appear before the Board from time to time to report on progress, and to participate in Board discussions in matters bearing on their Committees, but shall not have voting privileges on matters before the Board.

f. Subject to the provisions of these By-Laws or such direction given by majority vote at any meeting of the members properly called and duly constituted, the Board shall have full control and management of the business and affairs of the Corporation, and meetings of the Board shall be held as provided by these By-laws or more frequently as the business of the corporation may require.

g. Decisions by the Board shall be taken by simple majority of those present and voting at a meeting properly called, due notice having been provided of business to be despatched.

h. Any Director may be suspended by the Board for activities contrary to the By-Laws of the Association, or for violation of the ordinary duties of Board members, or for activities which would bring the Association into disrepute or which would do damage to the interests of the fishery, or upon conviction for an indictable criminal offense, or upon becoming bankrupt or being declared insolvent, or for other similar cause which indicates unfitness to be a Board member.

i. Where a Director is suspended by the Board, notice of such suspension and its cause shall be forwarded forthwith to such Director and to the President of the relevant Local Association, who shall be requested to consider with the Executive of the Local whether it wishes to have the Director continue in that office. If the Executive decides that the Director should not continue as its representative, the election of such Director shall be voided and a replacement elected by the Local forthwith.

j. Where a Director is suspended by the Board he shall have the right to appeal the decision of the Board in accordance with the provisions of Section 13 of these By-Laws.

4. EXECUTIVE COMMITTEE

a. The Board shall establish an Executive Committee to assist in managing the affairs of the Association.

b. The Executive Committee shall consist of the Officers of the corporation, and such additional members of the Board as the Directors shall from time to time determine.

c. The duties of the Executive Committee shall be as established by the Directors, but may include overseeing the work of the General Manager, overseeing the preparation and execution of the annual budget, proposing the agenda for monthly meetings of the Board, approving unusual expenditures within limits established by the Board, selecting representatives to attend out-of-province meetings in behalf of the Association, taking decisions on matters on which the Board has established Association policy, preparing recommendations for consideration of the Board in matters of Association policy, participating in staffing decisions, interacting with external interests concerning matters which are primarily political in nature, and like activities assigned by the Board which are consistent with the foregoing.

5. LOCAL ASSOCIATIONS

a. Following due consultation with those directly involved, boundaries for Local Associations may be established by the Board of Directors from time to time, in such manner as to ensure approximately the same number of members in each Local Association and a strong mutuality of interests.

a-1 The Prince County Fisherman’s Association shall consist of all fish harvesters who fish from Victoria to Tignish inclusive, and fish the Fall lobster season;

a-2 The Central Northumberland Strait Fisherman’s Association shall consist of all fish harvesters who fish from Victoria to Pinette, inclusive;

a-3 The Southern Kings and Queens Association Fisherman’s shall consist of all fish harvesters who fish from Wood Islands to Annandale;

a-4 The Eastern Kings Fisherman’s Association shall consist of all fish harvesters who fish from Red Head Harbour to Launching Harbour inclusive.

a-5 The North Shore Fisherman’s Association shall consist of all fish harvesters who fish from Savage Harbour to Malpeque inclusive;

a-6 The Western Gulf Fisherman’s Association shall consist of all fish harvesters who fish from Hardy’s Channel to Sea Cow Pond, and fish the Spring lobster season.

b. Individuals shall be assigned membership to the Local Association as listed above for the geographical areas in which they carry out their lobster fishing activities and if no lobster licence is held, than the homeport listed on their licence.

c. Local associations shall have such form and structure as may be approved from time to time by the Board of Directors, in consultation with representatives of such Locals.

d. Initially, upon approval of these By-laws, there shall be six (6) Local Associations, established according to boundaries approved by the Board of Directors, but the Board of Directors shall then establish a select committee to consider such reasonable establishment of Local boundaries as would best meet the purposes of the Association and serve the best interests of its members.

e. Local Associations shall be authorized to designate official voting delegates to each annual general meeting, on the basis of one delegate for each ten members, and where the dividend does not divide equally by ten, one additional voting delegate for the remainder.

f. The Board of Directors shall assign to Local associations a portion of the annual membership fee in proportion to the number of members assigned to such locals in accordance with subsection b) above, following negotiation with Local Officers, provided always that the reasonable needs of the Association shall have first priority on funds collected through such fees.

g. Local Associations may be assisted by the Board, Officers and staff of the FA in carrying out their assigned functions from time to time, subject to the requirement that the work of the Association shall have first priority at all times.

h. In approving Local Associations, it is the intent of PEIFA to maintain regular and satisfactory communications with Locals for purposes described in subsection c) of section 2 of these By-laws.

6. MEETINGS

6.1 Association Meetings

a. The Association shall hold an annual general meeting not later than 90 days after the end of the fiscal year established for the company.

b. Notice of all general and special meetings of the Association shall be given to the membership in the two daily newspapers in the Province at least one week in advance of such meeting, with such notice to be repeated on the day immediately preceding the date of the meeting.

c. Special meetings of the members may be called at any time by the Board at its discretion, or upon receipt by the Secretary of a petition to hold a special meeting signed by ten members in good standing from each of any two Local associations, setting forth the reasons for calling the meeting, subject to provision for due notice to the membership as set out in sub-section b) above.

d. Those present at any duly called meeting of the Association shall constitute a quorum.

e. Voting at the annual meeting shall be limited to those who have designated as official delegates from their respective Local Associations and who have paid their membership dues prior to the meeting.

f. Decisions by the membership at all meetings on all issues other than an amendment to these By-Laws shall be on the basis of a simple majority of those voting.

g. Decisions on amendment to these By-Laws shall be on the basis of 60% of the vote of those members present and voting.

6.2 Board of Directors Meetings

a. Meetings of the Board of Directors shall be called by the President, following due notice to the Directors, in such form as determined by them.

b. There shall be a minimum of ten meetings of the Board of Directors in each fiscal year.

c. A special meeting of the Board of Directors shall be called by the President upon the written request of at least four members of the Board, setting forth the reasons for requiring the special meeting, and where the President refuses to call such meeting the meeting shall be called by the Vice-President.

d. A majority of the Board of Directors shall constitute a quorum.

6.3 Executive Committee Meetings

Each Executive Committee shall establish a schedule for its own meetings, appropriate to the discharge of its assigned duties.

6.4 Decisions in Case of a Tie Vote

a. In the event of a tie vote on any motion at a general or special meeting of the membership, the President shall declare the motion defeated, without voting.

b. In the event of a tie vote on any motion at a meeting of the Directors or of the Executive Committee, the President shall cast the deciding vote but should remain mindful of the principle that the vote should carry the motion.

6.5 Resolutions

a. Resolutions may be submitted by any Local Association for the consideration of the members at any annual, regular or special meeting of the Association.

b. Resolutions may be submitted by individual members for the approval of the membership at any meeting of the Association, subject to the requirement that such resolutions must be endorsed by at least 10 paid up members of the Association, and must be submitted through the Officers of at least one Local Association,

c. A resolution must be submitted to the Board of Directors for consideration at least two full weeks prior to the meting at which it is to be introduced, failing which the Board may decline to permit the resolution for want of proper notice.

d. The Board shall consider whether such resolution is consistent with the aims and purposes of the Association, and with the betterment of the fishery, and may take one of four decisions:

to approve the resolution for submission to the meeting, without comment;

to approve the resolution for submission to the meeting, with comment;

to permit the resolution to go forward in amended form, following consultation with its sponsors;

to reject the resolution, for reasons cited to its sponsors.

e. Where the Board rejects a resolution, the President shall duly notify the Local to which the sponsors have been assigned, as members.

7. OFFICERS OF THE ASSOCIATION

a. At the first meeting of the newly elected Directors each year, the President shall request the Directors to elect a Vice-President, a Secretary, and a Treasurer from amongst their members, to hold office for a one year term commencing immediately upon their election.

b. The Directors may name such additional members to serve on the Executive Committee as they deem necessary, subject to the provision that the total number serving on the Executive Committee shall not be greater than fifty percent of the full Board of Directors, exclusive of the President.

8. DUTIES OF OFFICERS

8.1 President

The President shall be the primary representative of the PEIFA before external interests and organizations at all times; shall either chair or appoint a chairman for a portion of or all meetings of the Association membership, its Board of Directors and its Executive Committee and shall assure that an agenda has been prepared in advance of each meeting and is then properly despatched; shall consult with Local Presidents concerning Association matters of particular interest to them; shall interpret the directives and wishes of the Board and Executive Committee to the General Manager of the Association; shall oversee the job performance of the general manager and assess the latter’s performance; shall serve ex officio as a member of all Board Committees to ensure that each Committee operates within the terms of reference established by the Board; and shall ensure that due notice is provided to members and directors concerning meetings of the Association.

8.2 Vice-President

The Vice-President shall assist the President in carrying out the duties of that position, shall either chair meetings in the latter's absence or shall ensure that a chair has been designated, and shall assist the President by reviewing notice of motions and resolutions from the membership and preparing recommendations for the Executive Committee for their disposition. In selecting the Vice-President, the Directors shall give thought to complementing the strengths of the President, particularly with respect to the public relations and liaison functions.

8.3 Secretary

The Secretary of the Board of Directors shall ensure that accurate minutes are maintained for all meetings of the Association and shall have general responsibility for ensuring that all records of the Association, other than financial records, are securely maintained. The Secretary shall also ensure that up-to-date membership lists are compiled and distributed to Local associations periodically, and that notice of meetings of the Association is provided to the members and Directors in a timely fashion.

8.4 Treasurer

The Treasurer shall be responsible for ensuring that all financial records of the Association are maintained in secure and appropriate fashion according to best accounting principles, and for ensuring that all monies due to the Association are received and deposited in whatever financial institution the Board may order; he shall properly account for all funds of the Association and maintain such books of account and records as may be directed upon the advice of the corporate auditor selected by the Directors; he shall also be responsible to present to the Directors a proposed annual budget for the Association, shall present an account of receipts and expenditures for the Directors against budget forecasts whenever requested, shall prepare for distribution to the annual general meeting a statement of the financial position of the Association, duly audited, and shall liaise with the corporate auditor from item to time as appropriate to ensure the integrity of financial records and standing of the Association.

9. COMMITTEES OF THE BOARD

9.1 General

a. The Board of Directors may appoint Standing or Special (ad hoc) Committees to assist in achieving the purposes of the Association.

b. In naming the members of such Committees, the Directors shall undertake to ensure that the Board is appropriately represented, and where a Board member is not named to Chair any such committees the Directors shall designate a Chair who will carry forward the aims and objectives of the Board in establishing such committees.

c. The Board shall also make every effort to have appropriate representation by each Local Association, species group, or other interests, on each Committee.

d. The Chair of each Standing or ad hoc Committee shall be provided with terms of reference for such Committee prior to convening the Committee, in which the role, scope and limitations of the authority of the Committee shall be clearly described.

e. Each Committee shall determine its own requirements for a quorum, but a quorum shall not be fewer that one-half of the members of any Committee.

f. Decisions at meetings of each Committee which have been duly called and assembled shall be by majority vote of those present and voting.

9.2 Standing Committees

a. There shall be a Finance Committee of the Board, whose duty it shall be to monitor expenditures against estimates contained in the Association’s annual budget, to propose all motions for unanticipated or unusual expenditures, and generally to ensure that the financial control procedures establish by the Board are adhered to by all interests.

b. There shall be a series of species-specific Committees established by the Board, whose duties shall be detailed by the Board, but shall include providing information and advice for the consideration of the Board on conservation and fisheries management matters.

c. Other Standing Committees may be established by the Board at its discretion.

10. DIRECTORS TO SERVE WITHOUT REMUNERATION

a. No member of the Association shall receive remuneration for ordinary services.

b. Where a member is called upon to provide extra-ordinary service such as being a Member of the Board of Directors of the Association, which may involve personal costs or financial loss, remuneration may be approved by the Board of Directors, according to the standard procedures for conduct of Board business.

c. Where remuneration is approved in accordance with paragraph b above, it shall be recorded in the normal manner in the financial process.

11. INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHER PERSONS

a. Every Director of the Association or other person who has undertaken or is about to undertake any liability on behalf of the corporation and the executors or administrators of such persons, shall at all times be indemnified and saved harmless out of the funds of the Association, from and against:

i. All costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any act, suit or proceeding which is brought, commended, or prosecuted against such person or persons for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability; and

ii. All other costs, charges and expenses sustained or incurred in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned through the wilful neglect or default of such persons.

b. No director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt of act for conformity or for any loss, damage, or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed in or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of duties of office or trust in relation thereof, unless the same shall happen by or through such director's or officer's own wilful act or wilful neglect.

12. FINANCIAL PRACTICES

a. Bank accounts may be kept in the name of the Corporation with any chartered bank or trust company or other financial institution in Canada, and all bills of exchange, cheques, promissory notes and hypothecation shall be made, drawn, signed, accepted, endorsed or executed by such officers or other persons as may be designated by resolution of the Board of Directors.

b. For the purposes of carrying out its objects, the Association may borrow or raise or secure the payment of money in such manner as it may deem fit, and in particular by the issue of promissory notes, debentures, mortgages and the like, but this power shall be exercised only on the authority of the Association and in no case shall debentures be issued without the sanction of any extraordinary resolution of the corporation passed at a duly constituted meeting of its members.

c. The surplus monies of the Association for any year shall be expended in the operations of the corporation and in the event of a winding up or other dissolution of the corporation, there shall not be a distribution of any kind among members, but the funds of the corporation shall be applied to some one or more non-profit organizations within PEI.

13. APPEALS

a. An individual who is suspended from being a member of the Association as provided in Section 2, or from being a Director as provided in Section 3, may appeal such suspension to an Appeals Tribunal to be established by the Association for that purpose.

b. Notice of appeal shall be filed in writing at the Head Office of the Association within thirty (30) days of receipt of the notice of the action against which the appeal is being filed, and the appeal shall then be heard within thirty (30) days of its filing.

c. The Appeals Tribunal established by the Board to hear the appeal shall consist of not more than three persons who are themselves not members of the Association and are not engaged in any regulatory or management function with respect to the fishery, and are not otherwise engaged in a position which could appear to impair the integrity of the Tribunal’s findings.

d. The Tribunal shall reach its decision on the sole basis of the evidence presented before it, and shall ensure that there is due proportion between action of the Association and the event or series of events which brought it about, and that the action was not taken for the apparent purpose of silencing dissent within the corporation. e. The decision by the Tribunal shall be final, subject only to review by a Court of proper jurisdiction.

14. AMENDMENT TO BY-LAWS

a. These By-Laws may be rescinded, repealed or amended by vote of 60% of the members of the Associations who are present and entitled to vote at any general meeting of the membership, of which due notice has been given to the membership specifying the intention to propose the By-Law change and the reasons for proposing it.

b. The repeal or amendment of any By-Law shall not be enforced or acted upon until the office of the Provincial Secretary has acknowledged that notice of such repeal or amendment of such By-law has been filed with that office.

c. Confirmation of the effective date of any changes to the By-laws shall be forwarded to the President of each Local Association upon notice having been forwarded to the Office of the Provincial Secretary.