CGA Saskatchewan Bylaws
Updated PDF Version (2010)
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Contents
PART I
DEFINITIONS AND INTERPRETATIONS
100 Definitions
(1) "Act" means The Certified General Accountants Act, 1994.
(2) "affiliated association" means an association with whom The Certified General Accountants Association of Saskatchewan has entered into an affiliation agreement.
(3) "association" means The Certified General Accountants Association of Saskatchewan.
(4) "board" means the board of governors of the association and also means the "council" as defined in and empowered by The Professional Corporations Act.
(5) "member" means a member of the association who is in good standing.
(6) "member in good standing" means a member of the association whose fees are not in arrears in accordance with these bylaws and who has not been suspended or expelled or struck from the register in accordance with these bylaws or the Act.
(7) "registered student" means a person enrolled in the program of study of the association as a registered student.
(8) "the national association" means The Certified General Accountants' Association of Canada/Association des comptables généraux accrédités du Canada.
(9) "extraordinary resolution" means a resolution passed by a majority of not less than three-fourths of the members and proxies present at an annual or special meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given.
(10) "secretary" means the secretary appointed for the purposes of the Act, and also means the "registrar" as defined in and empowered by The Professional Corporations Act.
(11) "public accounting" means "public accounting" as defined in the code of ethics which is referenced in subsection 304 (1).
(12) "professional services" means "professional services" as defined in the code of ethics which is referenced in subsection 304 (1).
101 Interpretation
(1) In the event of any dispute as to the correct interpretation of these bylaws, the interpretation of the board shall be final and binding.
102 Repeal and Coming into Force of Bylaws
(1) The bylaws and rules of the association existing immediately before the coming into force of the Act shall be repealed and replaced by the within bylaws at and effective such time as the said Act comes into force provided however that the repeal of any such bylaws and/or rules shall not affect their previous operation and shall further not affect any right privilege, entitlement, liability or obligation which came into existence, was acquired, accrued, was accruing due or incurred under any such repealed and replaced bylaws or rules and any investigation, proceeding or remedy relating to disciplinary matters or any other matter, cause or thing arising prior to the coming into force of the new Act and the bylaws and/or rules which were in force thereunder may be continued, instituted and/or enforced by way of disciplinary proceedings or otherwise, and any penalty or punishment may be imposed as if such bylaws and rules that existed prior to the coming into force of the new Act had not been repealed, notwithstanding that any such continuation, institution or enforcement of any such bylaws and rules that existed prior to the coming into force of the new Act does not occur until a time on or after the coming into force of the new Act.
(2) The variation, replacement, repeal and/or substitution of any bylaws or rules of the association which may occur at any time in the future shall not affect their previous operation and shall further not affect any right, privilege, entitlement, liability or obligation which came into existence, was acquired, accrued, was accruing due or incurred under any such repealed and replaced bylaws or rules, and any investigation, proceeding or remedy relating to disciplinary matters or any other matter, cause or thing arising prior to the variation, replacement, repeal and/or substitution of such bylaws and/or rules may be continued, instituted and/or enforced by way of disciplinary proceedings or otherwise, and any penalty or punishment may be imposed as if such bylaws and rules that existed prior to such variation, replacement, repeal and/or substitution had not been varied, replaced, repealed and/or substituted.
(3) The persons who were governors prior to the Act coming into force will continue as governors in accordance with the term or terms for which they were elected.
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PART II
ADMINISTRATIVE BYLAWS
FEES AND DUES
200 Entrance Fees
The entrance fee shall be set by resolution of the board and shall be ratified at the next annual meeting of the members and shall be payable at the time of filing application for admission to membership.
201 Annual Dues
The annual dues for members, associate members, and retired members shall be set by resolution of the board.
202 Day Dues Payable
The annual dues of members shall become due and payable in advance to the association on the first day of each fiscal year.
203 Notice
Unless otherwise herein provided, every member of the association shall be and become liable for annual dues without notice from the association.
204 Penalty for Non-payment of Dues and Fees
Any member who is in default of payment of prescribed fees, annual dues, peer review fees, assessments or any other amounts, or any portion thereof, set from time to time by these bylaws, sixty days after they become due and payable, will, with notice by registered mail, be automatically struck from the register.
205 Waiver
The board may defer, reduce, or waive the annual dues and/or entrance fee of any individual where that person has established grounds for special consideration as determined by the board.
206 Peer Review Fees
The amount and time of payment of the fee for peer review for members and registered students engaged in the practice of public accounting shall be set by resolution of the board and shall be confirmed at the next annual meeting of the members.
207 National Fees
The per capita fee payable to the national association will not be applicable in the case of associate members domiciled in Canada.
208 Late Filing Penalty
Members filing continuing professional education credit forms after the due date shall pay $50.00 upon receipt of notice of late filing.
210 Student Fees
Fees for registered students shall be set by resolution of the board from time to time.
EFFECT OF CEASING TO BE A MEMBER
212
If any person ceases, for any cause whatever, to be a member of the association, the person shall not, nor shall the person’s representative, have any interest in or claim against the funds and property of the association because of or by reason of the person’s prior membership in the association.
MEETINGS OF MEMBERS
215 Annual or Special Meetings
(1) The annual meeting of the members of the association shall be held at such place in Saskatchewan at such time in each calendar year as the board may from time to time determine.
(2) The current edition of Robert’s Rules of Order shall govern the meetings.
216 Calling Special Meetings
The President or the board:
(1) may call a special meeting of the members whenever they see fit;
(2) shall call a special meeting of the members whenever requested in writing to do so by at least twenty percent of the members and shall do so within sixty days of the receipt of such written request.
217 Notice of Meeting
(1) The notice of the time and place of holding the annual meeting or any special meeting of the association shall be mailed by ordinary mail to each member at the member's address as registered with the association, postage prepaid, not less than fifteen clear days (excluding both the day of mailing and the day of the meeting) before the date of such meeting.
(2) Failure to receive such notice, for any reason whatsoever, shall not invalidate the notice and it shall not be necessary to give public notice or advertisement of the meeting.
(3) Where the meeting is a special meeting, the notice shall contain the business to be transacted thereat and no further business shall be transacted at the meeting.
218 Quorum at Meetings
(1) Fifteen members personally present or represented by proxy shall constitute a quorum at the annual or any special meeting of the association.
(2) If within an hour of the time appointed for the meeting a quorum is not present, then a new meeting shall be called within 60 days.
219 Procedure at Annual Meetings
(1) The order of procedure at meetings shall be as follows:
(a) reading, correcting and adopting minutes;
(b) deferred business and business arising out of the minutes;
(c) reading and considering correspondence;
(d) reading and considering reports of committees;
(e) reading, considering and accepting the annual audited financial statements;
(f) amendments or additions to bylaws;
(g) election of board of governors;
(h) election of auditors;
(i) general business.
(2) Members wishing to have an issue decided upon at a annual meeting must submit the issue to the secretary in writing not less than fourteen days prior to the meeting.
220 Deciding Questions at Meetings
(1) Questions at meetings shall be decided by a majority of members present, either in person or by proxy, and in the case of a tie vote, the chair shall have a second or deciding vote.
(2) At any meeting of the association, five members may require that the voting on any question before the meeting shall be by ballot, and the chair shall thereupon appoint two scrutineers, from among the members present, for the purpose of taking the vote.
(3) Each of the scrutineers shall mark their ballot before any of the other members vote.
221 Voting and Proxies
(1) Except as otherwise provided by these bylaws, every member of the association shall be entitled to attend all annual and special meetings of the association and cast a vote upon all questions brought before the meeting.
(2) Any member of the association may be represented at annual and special meetings of the association by another member acting as the member’s proxy, provided that such proxy is in writing and further provided:
(a) that no person shall act as proxy for more than five members;
(b) that no proxy given shall confer power of substitution and that all proxies shall be valid only for the meeting for which specifically given.
(3) Proxies must be filed with the secretary at least twelve hours before the meeting takes place.
BOARD OF GOVERNORS
230 Size of the Board
(1) The affairs of the association shall be managed and controlled by a board which shall consist of nine (9) members of the association and any persons appointed pursuant to Bylaw 231 and section 8 of the Act.
(2) The number of members elected to the board shall be a multiple of the number of three except as provided in these bylaws.
(3) Employees of the association shall not be eligible to be elected to the board.
231 Nomination and Election of Governors
(1) Any member of the association who is eligible may be nominated for election to the board and, for the purpose of subsection 7(3) of the Act, members residing in the city of Lloydminster shall be deemed to be residents of Saskatchewan.
(2) Each year, the retiring governors, unless otherwise disqualified, may be nominated for re-election.
(3) Annually there shall be elected:
(a) one-third of the total number of governors for a term of three years to replace retiring governors; and
(b) a governor or governors to fill any vacancy or vacancies of the board for the unexpired term or terms of any such vacancy or vacancies.
(4) When a retiring governor's term of office is concurrent with retirement as President, such governor will be deemed to be re-elected as a governor for a period of one year in addition to the other governors elected to the board and, in the case of such deemed re-election, the number of elected governors would be one more than a multiple of three.
(5) At an annual meeting when the board of governors is being enlarged by the multiple of three, one-third of the governors involved in the enlargement of the board shall be confirmed for a term of one year, one-third for a term of two years and one-third for a term of three years and such terms shall be determined by lot.
(6) The secretary shall, on a date not less than forty days prior to the date of the annual meeting, prepare:
(a) a list of members as a voters list and only such members appearing on the list or other members who shall become members in the interim shall be members for the purpose of nomination and election;
(b) a list of the vacancies on the board open for election;
(c) a list of the governors in office indicating those retiring; and
(d) a nomination form
and send the lists referred to in (a), (b) and (c) and the form referred to in (d) by ordinary mail to each member whose name is on the voters list.
(7) Nominations may be made by any two members of the association by submitting the same to the secretary by the date nominations close which shall be stated on the nomination form and which shall not be less than 30 days from the date the forms were mailed to the voters.
(8) Members so nominated shall signify in writing on the nomination form their willingness to stand.
(9) Voting
(a) When more candidates have been nominated to the board than are required to fill the available vacancies, the election shall be by secret ballot vote.
(b) The voting may take place at the annual meeting or by mail, as determined by the board, between 90 and 180 days prior to the annual meeting.
(c) The ballots shall be in such form as the secretary directs.
(d) Ballots, marked to show votes for more candidates than are required to fill the available vacancies or on which the name of any candidate has been repeated, shall be void and not recorded in the count of votes for the election of governors.
(e) In the event of a tie vote for the last available vacancy or between a longer or shorter term, the chair of the nominating committee shall cast the deciding vote.
(f) In the event of a secret ballot vote by mail, a candidate may attend personally or by agent at the counting of the ballots.
(g) The ballots and other documents of an election, other than a permanent record of the number of votes received by each candidate, shall be retained by the Secretary for 30 days after the election and then destroyed unless the board orders a review of the election in which case the ballots and other documents shall be retained until the completion of the review and then destroyed.
232 Meetings of the Board
(1) The board shall meet as often as the business of the association may require.
(2) The president shall call a meeting upon receipt of a written request signed by three governors that a meeting be held not later than three weeks after the receipt by the president of the written request.
(3) The board may meet at any place in Saskatchewan suiting its convenience.
(4) Notice of the time and place of holding any meeting of the board shall be provided not less than five clear days before the date of such meeting to each governor; however, that where all governors are present, a meeting may be held without notice.
(5) The secretary shall provide a copy of the minutes of each meeting of the board to each governor within thirty days after such meeting.
(6) The procedure at all meetings shall be governed by the rules laid down in Roberts' Rules of Order except as the bylaws of the association otherwise provide.
233 Quorum of the Board
Fifty percent of the elected governors plus one shall constitute a quorum.
234 Deciding Questions At Meetings of the Board
(1) Questions arising at any meeting of the board shall be decided by a majority of votes.
(2) The chair shall have one vote only, and in the event of a tie with the chair voting, the motion shall be declared lost.
(3) At any meeting of the board, four governors may require that the voting on any questions before the meeting shall be by ballot and the chair shall thereupon appoint two scrutineers for the purpose of taking the vote.
(4) Each of the scrutineers shall mark their ballot before any of the other governors vote.
235 Removal of Governors
(1) The board shall, at its next subsequent meeting, remove from office any governor elected pursuant to paragraph 7(2)(a) of the Act when:
(a) the governor ceases to be a member of the association; or
(b) in the opinion of at least a two-thirds majority of the board, any governor has been incapacitated, or fails without good cause to attend three consecutive meetings of the board.
(2) The association may remove a governor elected pursuant to paragraph 7(2)(a) of the Act from office at any annual meeting or at any special meeting called for that purpose by a resolution passed by a vote of not less than fifty per cent of the members present at the said meeting either personally or by proxy.
OFFICERS
245 Positions
(1) The officers of the association shall be a President and one or more Vice-Presidents.
(2) All officers of the association shall be governors.
246 Election of Officers
(1) Immediately after an annual meeting of the association, such governors as are present provided a quorum thereof be present, may meet, without further notice, for the election of a President and one or more Vice-Presidents who may delegate such of their duties as the board deems fit, but not their responsibilities therefor.
(2) In the event of such meeting not being held, it shall be the duty of the secretary to call forthwith a meeting of the board to be held within thirty days of the annual meeting, for the aforesaid purposes.
(3) The officers of the association shall hold office until the next meeting as outlined in subsection (1) of this section, or until their resignation has been accepted by the board, or until the board, by a majority of not less than fifty percent of the board, passes a resolution relieving them of their duties.
247 Duties of President and Vice-Presidents
(1) The President shall preside at all meetings of the association and shall call meetings of the members when necessary or when called upon to do so in the proper manner as prescribed in the bylaws.
(2) In the absence of the President, a Vice-President shall preside.
(3) In the absence of both the President and all Vice-Presidents, a chair shall be elected from among the members.
248 Secretary
(1) The Secretary shall:
(a) keep a record of the proceedings at all meetings of the board and the association and be the custodian of the seal of the association and of all books, papers, records, etc. belonging to the association;
(b) be responsible for the day to day operations of the association, the direction and management of association staff, the registration of members and registered students and the maintenance of all association records including the register of members and registered students;
(c) provide assistance to the officers, board of governors or committee chairs of the association as requested; and
(d) be responsible for any other duties as assigned by the board of governors.
(2) The secretary shall be appointed by the board.
COMMITTEES
255 General
(1) The board may, from time to time, appoint committees consisting of members and registered students of the association and governors and delegate to them such powers and duties as the board may determine.
(2) No resolution of any committee, appointed in 1) above, shall have any force or effect until it has been duly sanctioned and approved by a majority vote of the board unless:
(a) the resolution deals with referrals to the bylaws and ethics committee or discipline committee;
(b) it is a decision of the bylaws and ethics committee or the discipline committee; or
(c) it is a decision of a committee formed to hear appeals from registered students.
(3) A governor must chair each committee.
(4) At all meetings a majority of the committee members shall constitute a quorum, except as otherwise provided.
256 Subsidiary Bodies
(1) The board, or its delegate, may authorize the formations of chapters and groups in geographical areas not within the jurisdiction of affiliated associations.
(2) Their rights and responsibilities shall be defined from time to time by the board or its delegate. Such chapters and groups may not seek incorporation or charter as independent units of the association..
(3) The operation of a chapter or group shall be directed by a Committee of members and students. The chapter can request the Association for reasonable resources to operate/maintain the chapter.
(4) Upon declaration by the board that any chapter or group is no longer operative, the rights and responsibilities of the chapter or group shall cease to exist and its net assets shall be transferred to the association.
FINANCIAL AFFAIRS
265 Bookkeeping and Financial Statements
(1) The board shall cause to be kept proper records and accounts of all transactions of the association.
(2) A copy of the annual financial statements, duly certified by the auditors of the association, shall be mailed to each member with the notice calling the annual meeting, or not less than five days prior to the annual meeting, and shall be presented at the said meeting.
(3) The books and records of the association may be inspected by any member of the association at the annual meeting or at any other time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same.
(4) Each governor shall at reasonable times have access to such books and records.
266 Bank Account and Signatures Required
(1) The bank account or accounts and banking business of the association shall be conducted or kept with a chartered bank, federally chartered trust company or credit union as designated by the board.
(2) All cheques, promissory notes, bills of exchange, or other negotiable instruments shall be made, drawn, accepted or endorsed in the name of the association and signed in accordance with the resolutions passed by the board for that purpose from time to time, and when made, drawn, accepted or endorsed, as the case may be, in accordance with such resolutions, shall be binding on the association.
267 Borrowing Powers
(1) The board may borrow upon the credit of the association, issue debentures or other securities of the association, charge, hypothecate, mortgage or pledge all or any of the real or personal property rights and powers of the association, to secure any such debentures or other securities.
(2) The issue of any debentures must first be approved by an extraordinary resolution.
268 Auditors
(1) One or more auditors shall be elected annually at the annual meeting of the association.
(2) Any member of the association other than a governor or a staff member shall be eligible for election or appointment as auditor.
(3) In the event of the resignation or death of an auditor, or of an auditor becoming disqualified, or of an auditor becoming in the opinion of the board incapable of performing the duties of auditor, the board may appoint a member to fill the vacancy subject to ratification by the members at the next annual meeting.
(4) The auditors shall audit the books, accounts and records of the association, and shall submit at the annual meeting a written report, accompanied by any recommendation that they may deem advisable.
GENERAL
275 Seal
The Seal of the association shall contain the words, "The Certified General Accountants Association of Saskatchewan" and shall be affixed to any document only upon approval by the secretary.
276 Head Office
The head office of the association shall be at the City of Saskatoon, in the Province of Saskatchewan, or such other place as the board may from time to time determine.
277 Failure to Hold Annual Meeting
In the event of failure to hold the annual meeting at the time specified, the governors shall continue to exercise the authority vested in them until such time as their successors shall be regularly elected.
278 Fiscal Year
The fiscal year of the association shall terminate on the last business day of June.
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PART III
GENERAL REGULATORY BYLAWS
MEMBERSHIP
300 Application for Membership
(1) Application for admission to membership shall be in a form prescribed by the board and shall be filed at the office of the association, provided that the board may, in its discretion, waive the use of the prescribed form in special cases.
(2) Any member of an affiliated association who takes up residence in the jurisdiction of the association shall apply for membership in the association within ninety days of taking such residence.
301 Eligibility for Membership
To be eligible for admission to membership, the applicant shall:
(1) have satisfied the secretary of the association that applicant’s name has not been removed for cause from the register of any affiliated association, accountants' association, institute, society or college or any similar body in Canada or elsewhere;
(2) have paid the prescribed fees, dues, assessments and other amounts set from time to time in the manner set forth in these bylaws;
(3) either:
(a) have completed all courses and examinations that constitute the program of professional studies as approved and published annually by the board and the said program shall meet the minimum standard of the national association’s program of professional studies;
(b) if first accepted as a registered student after July 1, 1998, have obtained a university degree;
(c) have completed a minimum of two years of employment experience in a position which requires a well-rounded knowledge of accounting, auditing, taxation or financial management functions; and
(d) provide evidence of having met the following communications requirements:
(i) completion of a business communication skills course approved by the association or completion of a business writing skills examination offered by the association; or
(ii) be a member of an affiliated association and eligible for admission to membership under the provisions of the association’s affiliation agreements.
302 Acceptance to Membership
(1) The secretary shall review all applications for membership and those applicants found to be eligible will be accepted into membership.
(2) The applicant, whose application is refused under 1) above, may apply to the board within 30 days of the date of the refusal to have the decision of the secretary reviewed.
(3) Applicants so accepted shall take the Oath of Obligation of the association and shall forthwith be members of the association.
(4) The secretary shall send the name of each new member to the secretary of the national association so that the name may be added to the membership roll of the national association.
303 Certificate of Membership
(1) Every certificate issued to members shall be in such a form as the board may, from time to time, determine.
(2) Each certificate of membership shall be signed by the president and the secretary or other authorized officer, and shall bear the seal of the association.
(3) Each certificate shall remain the property of the association and the association may demand the immediate return of the certificate held by a member:
(a) upon the member’s or her resignation,
(b) upon the member’s or her relocation to an affiliated association,
(c) upon the member’s or her suspension or expulsion from the association, or
(d) when the member is struck from the register.
304 Maintenance of Membership
(1) The Association hereby accepts the Saskatchewan Code of Ethical Principles and Rules of Conduct dated October 11, 2007 (the “Code of Ethics”). Any amendments to the Code of Ethics may be made from time to time by a two-thirds majority vote of the members at an annual or special meeting. The Association recognizes CGA Canada’s role in establishing minimum standards for the profession; and will endeavour to present to the membership for its consideration and approval at an annual or special meeting, any amendments that CGA Canada makes to its Code of Ethical Principles and Rules of Conduct from time to time. Subscription to the Code of Ethics is a condition of maintaining membership or status as a registered student.
(2) Any member, who has been struck from the register pursuant to section 204 of these bylaws:
(a) may apply for and the board may, for compassionate reasons or for any other reason it considers appropriate, set another schedule for payment notwithstanding the time specified for payment of amounts in sections 202 and 204;
(b) may apply for reinstatement and the provisions of section 36 of the Act will apply.
(3) Observance of the program of continuing professional education pursuant to Part IV of these bylaws is a condition of maintaining membership.
(4) Any member or registered student, engaged in practice of public accounting, must carry errors and omissions insurance with a minimum one million dollars per occurrence and three million dollars aggregate.
(5) The association shall:
(a) engage member or members to conduct a review, at least once every four years, of the methods of practice of any member or student engaged in the practice of public accounting in accordance with the standards of the association;
(b) require a member or registered student engaged in the practice of public accounting to produce any books, documents, working papers, other papers, computer records or files in the member’s or registered student’s possession, custody or control:
(i) except financial records for the practice under review; and
(ii) except where previous trust or other agreements have been made for the protection of the member’s or registered student’s client;
(c) require a member engaged in the practice of public accounting to adhere to the practice standards as promulgated in section R304 of the code of ethics.
(6) A member or a registered student, who makes an assignment in bankruptcy, is declared a bankrupt or who takes the benefit of any statutory provision for insolvent debtors shall immediately inform the bylaws and ethics committee who shall treat the information as a complaint.
305 Mental Incompetence
(1) Any person who:
(a) is declared to be a mentally disordered person or incapable of managing his or her affairs pursuant to any law in Canada, or
(b) is found not to be competent to manage his or her estate and a Certificate of Incompetence is issued or any document of similar effect is issued pursuant to any law in Canada, or
(c) is admitted or detained in a facility pursuant to the provisions of the Mental Health Act of Saskatchewan or any similar law in Canada
shall upon the date of the Declaration, Certificate of Incompetence, or date of admission or detention in a facility, cease to be a member or registered student of the association.
(2) In making a determination pursuant to 1) above, the board shall accept as conclusive proof, the following:
(a) a certified copy of a Court Order or a Declaration pursuant to the provision of the Mentally Disordered Persons Act of Saskatchewan, or pursuant to any similar law in Canada, or
(b) a certified copy of a Certificate of Incompetence issued pursuant to the provisions of the Mental Health Act of Saskatchewan, or a document of similar effect pursuant to any law in Canada, or
(c) certified copies of the Certificate or Certificates required pursuant to the Mental Health Act of Saskatchewan that resulted in the admission or detention of the person or similar documents pursuant to any law in Canada.
(3) Where the board is satisfied, in regards to a person whose name had been removed from the register pursuant to subsection (1), that;
(a) that the person has been declared by a court to be of sound mind and capable of managing his or her affairs pursuant to the provisions of the Mentally Disordered Persons Act of Saskatchewan or any similar law in Canada, or
(b) a Certificate of Competence has been issued pursuant to the provisions of the Mental Health Act of Saskatchewan or any similar document pursuant to any law in Canada, or
(c) the person has been released from the facility pursuant to the Mental Health Act of Saskatchewan or any similar law in Canada,
it may re-admit that person as a member on such terms and conditions as the board may determine.
306 Life Membership
Life membership is awarded for meritorious service to the profession in Saskatchewan and is considered the highest honour that can be awarded provincially. The life Membership award is an award, which recognizes long-standing and significant service of direct or indirect benefit and interest to the Saskatchewan Association.
The Honours Committee or any two members in good standing may nominate a member for this award.
This award is not necessarily made each and every year.
Life Membership may be conferred upon a member by a resolution of the Board provided such resolution is approved by at least two-thirds of the members of the Board.
Recipients of the Life Membership Award will receive a suitable award to be presented at the annual conference. Any member elected to Life Membership shall not be liable for the payment of annual provincial dues.
Eligibility Criteria
Any or all of the following factors will be considered when assessing the significance of a member’s contribution to CGA-Saskatchewan.
· The member holds an FCGA
· The member has had at least 15 years of active participation in the association.
· A member has completed a term of office as President of CGA-Saskatchewan or has over a period of years made a significant contribution to the Association through:
(a) involvement in Association activities at the Chapter, Committee, or Board level;
(b) promotion of the profession of accounting and the CGA Association in industry, commerce, government, public practice or education;
(c) outside activities of benefit to society or the community.
307 Resignations from Membership
(1) The board shall consider resignations from membership only when submitted in writing.
(2) Resignations from membership and acceptance thereof shall not serve to release the member from indebtedness due and payable to the association except that the board may, in its discretion, release the member from any of the indebtedness.
(3) A person who has resigned from membership may apply in writing to the board for reinstatement and the board shall review the application and, if necessary, order the secretary to investigate the application.
(4) On completion of the review and, if necessary, the investigation of an application for reinstatement, the board may order that the person be reinstated as a member on any terms and conditions that the board considers appropriate.
(5) If the board refuses an application, the applicant shall have the right to appeal to the association at the next following annual meeting or at a special meeting. The association shall hear the appeal only if the applicant files the written notice of appeal with the secretary within fifteen days of the mailing date of the notice of the board’s refusal to grant the application for reinstatement.
308 Honorary Memberships
Persons who are not members and who have rendered conspicuous service to the association either in the advancement of its educational objects or its general welfare, or by material contributions to the association may, by unanimous vote of the members of the board of governors present at any regularly scheduled meeting of the board, be elected to honorary membership therein. Honorary membership shall not confer the right to use the designation "Certified General Accountant" or to be elected to the board, or to vote.
309 Associate Membership
The secretary may, upon application therefor, admit to membership a certified member of an affiliated association, provided such member is in good standing and maintains full membership in the association in the jurisdiction of residence. Associate membership shall not confer the right to be elected to the board.
310 Retired Membership
(1) The board may, upon receipt of written applications, admit as a retired member a member who:
(a) has ceased to be gainfully employed or has ceased to be in public practice and has no intent to resume such employment or practice; and
(b) has substantially ceased active business involvement, or has a permanent disability that prevents gainful employment or self-employment in public practice.
(2) Any retired member who resumes a substantial active business involvement will no longer qualify for retired status and must apply for reinstatement.
(3) Payment of the active membership dues must accompany the application for reinstatement.
STUDENTS
320 Application Requirements
(1) The application for registration as a registered student shall be accompanied by a remittance for the amount of the required fees, which remittance shall be refunded to any applicant who is not accepted and registered as a registered student.
(2) The application shall be accompanied by a certificate showing that the applicant has completed Senior Matriculation or its equivalent, or by evidence of the applicant's qualifications.
(3) Students wishing to transfer from an affiliated association must complete an application for transfer on a form approved and provided by the association.
321 Examination of Student Applications
The secretary shall exercise the board's power to register persons as registered students and pursuant to this delegation shall examine all registered student applications and decide whether or not each applicant satisfactorily meets the prescribed requirements including the provisions of the association’s agreements with any affiliated association, where applicable.
322 Right to Refuse Application
(1) The secretary may refuse to accept the application of any person, deemed by the secretary to be unfit, as a registered student of the association notwithstanding that such person may be eligible under this Part.
(2) The secretary shall inform all persons whose applications are refused, give reasons for the refusal, and inform them of their right to appeal under (3) below.
(3) The applicant, whose application is refused under (1) above, may apply to the board within 30 days of the date of the refusal to have the decision of the secretary reviewed.
MERGERS OR AMALGAMATIONS
330
Any matter pertaining to a proposed merger or proposed amalgamation with members of another body must be approved by the membership at a special meeting called for that purpose. Where the proposed merger or proposed amalgamation receives the approval of two-thirds majority of those members present at the said meeting, either personally or by proxy, the board shall take any lawful steps that may be necessary or advisable in order to accomplish the proposed merger or proposed amalgamation, including petitioning the legislature of the Province of Saskatchewan to make necessary or advisable amendments to the Act.
BOARD OF GOVERNORS
335 Remuneration
(1) The members of the board, elected pursuant to Section 7 of the Act, shall receive no remuneration for acting as such.
(2) The members of the board shall be reimbursed for reasonable out of pocket expenses incurred in carrying out the duties of their office, and in attending meetings of the board.
DISCIPLINE
Disciplinary Proceedings
The disciplinary work of the Certified General Accountants Association of Saskatchewan shall be carried on by the bylaws and ethics committee, the discipline committee and the board.
Chair of Bylaws and Ethics Committee
(1) The bylaws and ethics committee shall consist of at least five (5) members, including a chair and one (1) or more deputy chairs, appointed by the board.
(2) The appointment of members to the bylaws and ethics committee shall comply with section 22 of the Act.
340 Publication of Findings
(1) If any member has been expelled from the association or reinstated, the secretary shall give notice thereof to every member and to the public.
(2) If any member has been suspended from the association, the secretary shall give notice thereof to every member and to any other association or body or the public which, in the opinion of the board, should be so informed.
(3) If the discipline committee or the board has reprimanded any member, the secretary shall send a summary of the decision, with the name of the member deleted, to every member and to any other association or body, which, in the opinion of the board, should be so informed.
(4) If a decision of the discipline committee or board is reversed or altered on appeal, the secretary shall give notice of this fact to the same parties initially notified in subsections (1), (2), and (3) above.
(5) The discipline committee:
(a) shall, in accordance with subsection 26(3) of the Act and subsection 346(7) of these bylaws, send a copy of the final written order, notice of the offence committed, and the decision rendered to:
(i) the member concerned;
(ii) the complainant; and
(b) may send notice of the offence committed and the decision rendered to any association, committee, person or body, which in the discipline committee’s opinion should be so informed.
In sending notice and the decision to any association, committee, person or body, the discipline committee may, in its discretion, delete the name of the member concerned.
341 Continuance of Membership
Any person, who is the subject of an investigation or has been named in a complaint pursuant to section 23 of the Act, remains a member, for the purpose of any outstanding or subsequent discipline proceedings, until the discipline proceedings regarding him or her have been completed, whether or not the person has been suspended, expelled or struck from the register for any reason.
342 Receipt of Complaint
(1) Any member of the board or bylaws and ethics committee who receives a written complaint shall forward that complaint to the secretary.
(2) Where the secretary is in receipt of a written complaint alleging that a member is guilty of professional misconduct or professional incompetence the secretary shall:
(a) acknowledge receipt of the complaint in writing to the complainant;
(b) forward the complaint to the member whose conduct was the subject of the complaint; and
(c) forward the complaint and a copy of the acknowledgement to the chair of the bylaws and ethics committee.
343 Meetings of the Bylaws and Ethics Committee
(1) Meetings of the bylaws and ethics committee shall be held, on reasonable notice, at such times and places as the chair shall from time to time determine.
(2) The chair of the bylaws and ethics committee shall appoint a recording secretary at each meeting. The recording secretary shall take minutes of the deliberations of the committee and circulate such minutes to all committee members as soon as possible after each meeting.
(3) At the direction of the chair, meetings of the committee may be held via teleconference call.
(4) On receipt of a written complaint under the Act or these bylaws, the chair shall either:
(a) bring the matter to a meeting of the committee; or
(b) request one or more members of the committee to obtain further information, as necessary, for the committee to review the complaint.
(5) The committee will decide what action, if any, should be taken.
344 Investigation
(1) When the complaint reaches the investigation stage the chair of the bylaws and ethics committee shall notify in writing the complainant and the member that an investigation has begun. The contents of such notification shall be at the discretion of the committee, taking into account the circumstances.
(2) The chair shall appoint one or more persons to investigate all matters as may be requested by the bylaws and ethics committee and authorize any such person to interview any member or other person and examine any books, documents and working or other papers. Such appointed person shall take instruction from the bylaws and ethics committee and report to the bylaws and ethics committee.
(3) In its investigation of a complaint, the committee shall conduct itself in accordance with the Act and the bylaws.
(4) For the purposes of conducting an investigation as contemplated in section 23 of the Act, and without limiting the generality of subsection 23(1)(b) of the Act, the bylaws and ethics committee has the power to:
(a) require the sworn affidavit of the person making the complaint stating the particulars in the person’s knowledge relevant to the investigation;
(b) interview the complainant and advise of the right to provide additional relevant documentary evidence:
(i) interview the member who is under investigation;
(ii) require the member to make production of relevant books, documents and working or other papers in that member’s possession, custody or control;
(iii) give the member an opportunity to provide to the bylaws and ethics committee a written response to the complaint within thirty (30) days; and
(iv) interview other individuals as required.
(5) On completion of an investigation, the committee shall vote on a motion as to whether the member whose conduct is under investigation should be referred to the discipline committee for hearing, and the recording secretary shall record the vote.
The decision as to whether or not to refer the matter to the discipline committee shall be based on how the majority votes in the voting process. In the event of a tie vote the chair shall cast the deciding vote.
(6) On completion of its investigation, the bylaws and ethics committee shall make a written report to the discipline committee recommending that:
(a) the discipline committee hear and determine the formal complaint set out in the written report; or
(b) no further action be taken with respect to the matter under investigation.
The chair of the committee shall direct the recording secretary of the committee to write a report to the discipline committee and that report shall be signed by the majority of the bylaws and ethics committee, in accordance with subsection 23(4) of the Act.
(7) In accordance with subsection 23(5) of the Act, the bylaws and ethics committee, through its recording secretary, shall, within 7 days of the signing of any written report, provide copies of the written report to:
(a) the board;
(b) the complainant; and
(c) the member whose conduct was the subject of complaint.
345 Discipline Committee
(1) The discipline committee shall consist of the persons appointed by the board in accordance with subsection 24 (1) of the Act, including a chair and one or more deputy chairs.
(2) The appointment of persons to the discipline committee shall comply with section 24 of the Act;
(3) The discipline committee may sit and effectively act provided that reasonable notice has been given to its members.
346 Discipline Hearing
(1) In compliance with section 25 of the Act, where a report of the bylaws and ethics committee recommends that the discipline committee hear and determine a formal complaint, the secretary shall, at least 14 days before the date of the discipline committee is to sit:
(a) send a copy of the formal complaint, forwarded to the discipline committee from the bylaws and ethics committee, to the member whose conduct is the subject of the hearing; and
(b) serve notice on the member whose conduct is the subject of the hearing the date, time and place of the hearing.
(2) In addition to the information provided in subsection (1) above, the secretary shall:
(a) at least 14 days before the date of the hearing, provide to the member all additional materials, documents, or information that the bylaws and ethics committee, in its discretion, believes is necessary in order that the member may fully prepare for the hearing and allow the member to know the case to meet.
(3) Unless otherwise specifically provided, and subject to the provisions of the Act and the bylaws, the procedure at all formal hearings shall be determined by the ruling of the chair of the discipline committee or board, as the case may be.
(4) A formal hearing may be adjourned at any time and from time to time and no further notice shall be required.
(5) The proceedings at any formal hearing shall be recorded.
(6) If more than one member is involved in a single complaint or if there is more than one complaint against a single member, the hearing may proceed as to each complaint or member separately or together as the discipline committee may decide from time to time.
(7) In accordance with subsection 26(3) of the Act, the discipline committee shall send a copy of a final written order to the member whose conduct is the subject of the order and to the person, if any, who made the complaint. The discipline committee may, at its discretion and depending on the nature of the order, provide written reasons for such order. Where requested by either the member or bylaws and ethics committee, in writing, the discipline committee shall give written reasons.
(8) No member of the discipline committee or board, as the case may be, shall participate in a decision pursuant to any formal hearing or appeal who was not present throughout such hearing or appeal and heard the evidence and argument of the parties, and except with the consent of the parties, or in case of death, illness or other disability rendering it impossible for such member to participate, no decision pursuant to the hearing shall be reached unless all members so present participate in the decision.
(9) Subject to subsection 8 above, a decision of the majority of members of the discipline committee is the decision of the committee. In the event of a tie vote the chair shall cast the deciding vote.
347 Civil Proceedings
The report of the bylaws and ethics committee is not to be used as evidence in any civil proceeding.
348 Notice
A member who appears in person or by counsel before the discipline committee is deemed to have received proper notice unless the appearance is for the purpose of challenging the notice.
349 Impartiality
No member of the bylaws and ethics committee or the discipline committee who has a direct or indirect connection in any complaint shall be involved in the investigation or determination of that complaint.
PROFESSIONAL CORPORATIONS
350 Register
(1) The secretary shall keep and maintain a register of professional corporations which shall include the following information:
(a) the name of each professional corporation;
(b) the registered office and business addresses of each professional corporation;
(c) the name and address of each director of each professional corporation;
(d) the dates of issuance and renewal of permits; and
(e) the conditions attached to each permit.
351 Permit
(1) The secretary shall issue or renew a permit to a corporation that:
(a) files an application in the form prescribed by the board;
(b) pays the fees prescribed by the board;
(c) satisfies the secretary that it is a corporation in good standing pursuant to the Business Corporations Act;
(d) meets the requirements of The Professional Corporations Act;
(e) satisfies the secretary that the corporation, by law or by virtue of its incorporating documents, has the capacity to carry on the business and exercise the powers set out in the bylaws;
(f) satisfies the secretary that the name of the corporation is in accordance with the bylaws and code of ethics and contains the words "Professional Corporation" or the abbreviation "Prof. Corp." or "P.C.";
(g) satisfies the secretary that the legal and beneficial ownership of all the issued voting shares of the corporation are vested in one or more members and that all of the directors of the corporation are members;
(h) satisfies the secretary that the legal and beneficial ownership of all issued non-voting shares of the corporation are vested in persons who are:
(i) members of the association;
(ii) spouses, children or parents of members of the association who own voting shares;
(iii) a corporation incorporated pursuant to The Business Corporations Act, all of the shares of which are owned by individuals mentioned in subclause (i) or (ii); or
(iv) a trust, all of the beneficiaries of which are individuals mentioned in subclause (i) or (ii);
(i) satisfies the secretary that;
(i) a person who will carry on practice of public accounting as a member on behalf of the corporation is a member in good standing;
(ii) a person who is employed or engaged by a professional corporation is under the direction or supervision of a member; and
(iii) each member who carries on the business of providing professional services through or in the name of the professional corporation has:
(A) ensured that insurance coverage is maintained in accordance with the bylaws and code of ethics.
(B) provided evidence of public practice registration;
(2) A permit issued is valid from the effective date shown on it until the last day of December of the year for which it is issued.
(3) The secretary may, with notification to the professional corporation by any means which provides proof of delivery, revoke the permit, or withhold renewal of the permit, and remove the name of a professional corporation from the register of professional corporations where:
(a) any of the conditions in subsection (1) cease to be fulfilled;
(b) the professional corporation makes a written request, evidenced by means of a resolution passed by the majority of directors, to the secretary that its permit be revoked and its name removed from the register;
(c) the permit of the professional corporation has not been renewed in accordance with subsection 1;
(d) a member who is a voting shareholder of the professional corporation loses his or her good standing with or has had their membership revoked by the association;
(e) there has occurred the death of all the members who are the voting shareholders of the professional corporation; or
(f) the professional corporation engages in any activity that breaches the Act, bylaws or code of ethics.
(4) A professional corporation must inform the secretary of any change in the particulars set forth in the application for a permit within 90 days of the change. Failure to inform the secretary in the time allotted will automatically result in the revocation of the permit.
352 Obligation to the Public
(1) The relationship of a member to a professional corporation, whether as shareholder, director, officer or employee, does not affect, modify or diminish the application to him of the Act, bylaws and code of ethics.
(2) Nothing contained in this part affects, modifies or limits any law applicable to the fiduciary, confidential and ethical relationships between a member and a person receiving the professional services of a member.
(3) The liability of a member to a person who receives services from the member is not affected by the fact that the services were provided by the member as an employee of, or on behalf of, a professional corporation.
(4) Each member who practices public accounting by, through or in the name of a professional corporation is responsible to ensure that all advertising by the professional corporation complies with the bylaws.
(5) Each member who practices public accounting by, through or in the name of a professional corporation is responsible to ensure that insurance coverage is maintained in accordance with the bylaws.
(6) A member, who is practicing through a professional corporation, shall disclose such fact on all contracts, letterhead and invoices.
(7) Where one or more practicing members of a partnership carries on practice as a professional corporation, this fact shall be disclosed on all contracts, letterhead and invoices.
353 Fees
(1) The fees prescribed by the board must be paid upon initial application for a permit and then annually in respect of any renewal of the permit before December 1 for the following year.
354 Confidentiality
(1) All information and documents relating to a professional corporation which have been received by the board are confidential and shall not be disclosed to any person unless otherwise required by law and except that:
(a) any such information and documents may be used by the board for its governing and administering the affairs of the association; and
(b) the name and address of each professional corporation to which a permit is issued may be disclosed to any person upon request.
355 Procedure
(1) The professional corporation shall file the application for renewal of an annual permit by December 1 of each year.
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PART IV
MAINTENANCE OF PROFESSIONAL DEVELOPMENT STANDARDS BYLAWS
400 Requirements
(1) A member must maintain 120 continuing professional development hours, hereinafter referred to as hours, based on a three-year moving total. Hours acquired three years prior to starting a new calendar year are dropped and the hours counted toward the total required are the hours earned in the current calendar year plus the immediate two prior years. Of the 120 hours, it is required that 60 hours be verifiable. It is also recommended that a minimum of 20 hours should be earned annually. For example:
Acceptable (In Compliance):
| |
Year 1 |
Year 2 |
Year 3 |
Total Hours |
| Verifiable |
30 |
21 |
9 |
60 |
| Non-Verifiable |
10 |
40 |
25 |
75 |
| |
40 |
61 |
34 |
135 |
Not Acceptable (Not in Compliance):
|
|
Year1
|
Year 2
|
Year 3
|
Year 4
|
|
Verifiable
|
20
|
31
|
7
|
58 *
|
|
Non-Verifiable
|
14
|
40
|
6
|
60
|
|
|
34
|
71
|
13 **
|
118 ***
|
*Verifiable hours are less that the required 60 verifiable hours in a three-year moving total (Not in Compliance)
** Hours are less than the recommended 20 hours per year.
*** Total hours are less than the required 120 hours in a three-year moving total. (Not in Compliance)
(2) The process of withdrawal of hours and the adding of hours acquired in the most recent calendar year continues until such time as the member obtains an exemption as specified in Section 404.
(3) Hours are allowed only for activities undertaken while the individual is a member of the association.
(4) Members become subject to the requirements of the professional development standards by acceptance into membership or by transfer into membership of the association.
(5) Where a member has not earned 120 hours in a three year period, the Association may require current year credits to be carried back to the immediately prior year before being used in the current year.
401 Determination of Continuing Professional Development Hours
(1) Hours may be earned by participation in activities where members gain pertinent knowledge and increase professional skills.
(2) A member’s activities may include participation in structured courses, course development and/or instruction, substantial involvement in environmental changes, and other means approved by the board or the body designated by the board to consider and approve activities.
(3) The board or a body designated by the board shall approve activities and assign hours thereto and shall annually publish and distribute a list of the approved activities and assigned hours.
402 Topics of Study and/or Activities
(1) Topics of study which may pertain to a member’s practice or calling include Accounting, Auditing, Banking, Bankruptcy, Behavioural and Social Sciences, Business and Management Theory, Business Communications, Business Law, Credit Management, Economics, Estates and Trusts, Financial Management, Information Systems, Investments, Labour and Personnel Relations, Taxation, Business Valuation and Statistics
(2) Other topics which are relevant to the member’s employment and would increase the member’s professional skills or expertise may qualify with the approval of the board or the body designated by the board to consider such matters.
403 Reporting
(1) To claim hours, a member will file, by February 28th of each year, a report of hours earned during the previous calendar year.
(2) The report will be filed on a form approved and provided by the association and in addition to the information required on the form may include additional information such as a course outline or seminar agenda. Effective January 1, 2007 verification of attendance at or completion of seminars or courses must be provided, upon request.
(3) Late filed forms will be assessed a late filing penalty as prescribed in Section 208 of Part II of these bylaws.
(4) The association will review the reports and the member will be notified in writing of the results of the review.
404 Exemptions
(1) Members who have been granted retired status by the board are exempt from the requirements of the professional development standards.
(2) Members are exempt from the requirements of the professional development standards until after the year following the year in which they graduate unless they waive this exemption.
(3) Exemptions may be granted for mental or physical incapacity or other extenuating circumstances if requested in writing and approved by the board or body designated by the board to consider such matters.
405 Affiliate member transfers
(1) Individuals who transfer into Saskatchewan in the first six months of any reporting year will be subject to the requirements of the professional development standards in the year of transfer.
(2) Individuals who transfer into Saskatchewan in the last six months of any reporting year will be subject to the requirements of the professional development standards in the following year.
406 Non-compliance
(1) If a non-exempt member fails to acquire the required number of hours in a three year period, the body designated by the board to consider such matters shall notify the member in writing of the shortfall.
(2) The member will be given thirty days to reply in writing, either disputing or confirming the apparent shortfall and, if confirming, to supply a reasonable proposal of actions to cover the shortfall.
(3) The body designated by the board to consider such matters may grant a member not in compliance with the requirements of the professional development standards an appropriate grace period, based on the proposal of actions, to earn the required hours.
(4) The body designated by the board to consider such matters shall refer members who:
(a) are not in compliance with the professional development standards; and
(b) fail to provide an acceptable proposal of actions; or
(c) fail to complete the proposed actions to the bylaws and ethics committee for consideration in accordance with the Act and bylaws.
(5) The body designated by the board to consider such matters shall provide any member referred to the bylaws and ethics committee with a copy of the referral by personal service, courier or mail.
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PART V
REQUIREMENTS AND MAINTENANCE OF THE PRACTICE OF PUBLIC ACCOUNTING STANDARDS
500 Minimum Experience Requirements
(1) To enter the practice of public accounting, a member:
(a) shall have obtained a minimum of two years of public accounting experience as an employee of a professional accounting firm within the previous five years from the date of application for registration in the practice of public accounting; or
(b) will submit to the mentoring program administered by the association, and such mentoring program shall consist of a review of the first ten (or such other number as determined by the mentor and agreed to by the association) audit and/or review engagement files and related corporate tax work within one month of their release by another member engaged in the practice of public accounting approved by the association as a mentor.
501 Education Requirements
(1) Within one year after registering for the practice of public accounting, a member is required to complete the following courses administered by the association unless the member is granted an exemption for one or more of these courses based upon relevant experience as adjudged by the association:
(a) orientation to public practice courses;
(b) an acceptable taxation course; and
(c) an accounting and auditing standards refresher course.
502 Maintenance Requirements
(1) Annually all members, engaged in the practice of public accounting, must complete a registration form and submit a registration fee and the fee determined under Section 206 on or before June 30.
(2) All members, engaged in practice of public accounting, must carry errors and omissions insurance with a minimum one million dollars per occurrence and three million dollars aggregate.
(3) All members, engaged in the practice of public accounting must maintain a up-to-date copy of the CGA Public Practice Manual, the CICA Handbook, and, if furnishing advice on income taxation matters, an up-to-date copy of the Income Tax Act.
(4) All members, engaged in the practice of public accounting, shall adhere to the practice standards as promulgated in Section R304 of the code of ethics.
(5) All members, engaged in the practice of public accounting must submit to a practice review, as described in section 503, at least once every four years.
503 Practice Review
(1) The association shall:
(a) engage a member or members to conduct a review of the methods of practice of any member engaged in the practice of public accounting in accordance with the standards of the association; and
(b) as part of the review, require a member engaged in the practice of public accounting to produce any books, documents, working papers, other papers, computer records or files in the member's possession, custody or control except:
(i) financial records for the practice under review; or
(ii) where previous trust or other agreements have been made for the protection of the member's client.
Effective February 9, 1998
Revised August 24, 1999
Revised November 18, 2000
Revised April 25, 2002
Revised June 22, 2002
Revised June 21, 2003
Revised June 16, 2008
Revised January 7, 2010
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