|
 In addition to the web copy below, we've also made the Baord's By-laws downloadable as an Adobe Acrobat PDF file. If you don't have Adobe Acrobat Reader installed on your computer, click here to download it now at no charge.
By-laws of the
Yukon Surface Rights Board
(February 21, 2006)
Part 1 - Definitions and Interpretation
Application
- These by-laws are made pursuant to section 18 of the Act. These by-laws do not apply to the conduct of the Board or a panel of the Board when hearing or considering an application under the Act.
Definitions
- In these by-laws,
“Act” means the Yukon Surface Rights Board Act, as amended from time to time;
“by-laws” means the by-laws of the Board in force and effect from time to time;
“Chairperson” means the Chairperson of the Board appointed under subsection 8(1) of the Act;
“member” means a member of the Board and, unless the context requires otherwise, includes the Chairperson.
Headings
- The headings preceding each section in these by-laws are included for convenience only and do not form part of the by-laws.
Interpretation
- In these by-laws, unless the context requires otherwise,
(a) words importing the singular shall include the plural, and vice versa; and
(b) words defined in the Act have the same meaning when used in these by-laws.
Return to Table of Contents
Part 2 - Board Organization
Composition of the Board
- As provided in subsection 8(1) of the Act, the Board consists of a Chairperson and not less than two and not more than ten other members appointed by the Minister.
Chairperson
- As provided in subsection 9(1) of the Act, the Chairperson is appointed by the Minister on the recommendation of the Board. The recommendation shall be made by resolution of the Board and the person recommended may, but need not be, a current member of the Board.
Chairperson is CEO
- As provided in section 14 of the Act, the Chairperson is the chief executive officer of the Board and has the powers, duties and functions prescribed in these by-laws.
Chairperson duties
- The Chairperson shall have the general and active day-to-day management of the affairs of the Board and shall see that all resolutions of the Board are carried into effect.
Acting Chairperson
- For the purposes of these by-laws, the Board shall, by resolution, designate a member to be acting Chairperson when the position of Chairperson is vacant, or the Chairperson is absent or unable to act.
Board members
- A member shall:
(a) where practical, use alternate means of participating in a meeting if the member is unable to attend the meeting in person;
(b) provide the Chairperson with reasonable notice of any anticipated absence; and
(c) where practical, provide reasonable notice to the Chairperson of any meeting of the Board the member will not be able to attend.
Duties of Board members
- A member shall:
(a) be familiar with the Act, regulations, Board rules, and relevant provisions of final agreements
Ceasing to be Yukon resident
- A member shall, as soon as practicable, notify the Minister in writing if he or she ceases to be a resident of the Yukon Territory, and the member shall, at the same time, provide a copy of the notice to the Board.
Resigning
- A member may resign from the Board by delivering a written resignation to the Minister, and the member shall, at the same time, provide a copy of the resignation to the Chairperson, except where the Chairperson is resigning, a copy of the resignation shall be provided to the Board.
Grounds for removal
- The Minister may remove a member from office pursuant to subsection 11(3) of the Act, where the Board has determined that the conduct of the member is injurious to the ability of the Board to fulfill its responsibilities. Prior to making its determination, the Board shall provide the affected member with a procedurally fair opportunity to respond to the matter. The determination of the Board shall be made by resolution in writing with reasons and shall be provided to the Minister and the affected member.
Part 3 - Board Meetings
Board to meet at least twice annually
- The Chairperson shall call a meeting of the Board at least twice annually and may call additional meetings of the Board as the Chairperson determines advisable for the proper conduct of the Board’s business.
Members may request meeting
- The Chairperson shall call a meeting of the Board upon receiving a request in writing signed by at least two members. A request made by members under this section shall specify the matters to be discussed at the meeting and contain sufficient information respecting those matters to enable the other members to form a reasoned judgment on the decision to be taken.
Notice of meeting
- The Chairperson shall give or cause to be given, notice of a meeting of the Board.
Methods of notice
- Notice of a Board meeting shall be provided by fax, email or mail. If given by fax or email, the notice shall be sent to each member not less than seven days before the time when the meeting is to be held. If given by mail, the notice shall be sent to each member not less than fourteen days before the time the meeting is to be held.
Contents of notice
- Notice of a Board meeting shall include the agenda for the meeting and sufficient information respecting the matters to be considered at the meeting to enable a member to form a reasoned judgment on the decisions to be taken.
Waiving notice period
- The notice periods and information requirements referred to in sections 18 and 19 respectively, may be abridged or waived with the consent of all members of the Board eligible to participate in the meeting.
Waiving notice
- Failing to give proper notice of a Board meeting shall not automatically invalidate the meeting or decisions taken at the meeting, and a member may at any time waive the requirement for notice of the meeting and approve or confirm decisions taken at the meeting.
Quorum
- A quorum shall consist of no less than three members present at the meeting. Members who have declared a conflict of interest but are present at the meeting shall be counted in determining the quorum. Any meeting of the Board at which a quorum is present shall be competent to exercise the powers of the Board under these by-laws.
Location
- Meetings of the Board shall be held in the Yukon, at such place and time as the Chairperson determines.
Participation by telephone, etc.
- A member may participate in a Board meeting by means of telephone or other communications facilities that are likely to enable all persons participating in the meeting to hear each other, and a member so participating is deemed to be present at the meeting.
Chairperson
- The Chairperson shall preside at any meeting of the Board.
Meetings not open to public
- Meetings of the Board shall not be open to the public.
Decision made by majority vote
- At all meetings of the Board, every question shall be decided by a majority of votes cast on the question and each member is entitled to exercise one vote.
No proxy
- A member shall not participate or vote at any meeting by proxy.
Ballot vote
- Any vote at a Board meeting may be taken by a show of hands, unless a ballot is directed or requested. A ballot may be directed by the Chairperson, or requested by any member entitled to vote at the meeting, before a vote is to be taken by a show of hands or immediately after the result of such a vote is declared. A ballot vote shall be taken in the manner directed by the Chairperson and the result shall be the decision of the members.
Declaration by Chairperson
- The declaration of the Chairperson that a resolution has been carried, carried unanimously or by a particular number of votes, or not carried, and an entry to that effect in the minutes of the meeting is sufficient evidence of that fact, without further proof of the number of votes recorded in favour or against such resolution.
Signed resolutions
- A resolution signed by all members who would be entitled to vote on the resolution at a Board meeting, is as valid as if it had been passed at a Board meeting.
Conflict of interest
- A member shall not participate in deliberations or a decision of the Board if it would place the member in a material conflict of interest.
Reporting a conflict
- A member with a material conflict of interest in any matter under consideration at a meeting of the Board shall request to have the existence of the conflict entered into the minutes of the meeting at which the matter is first considered or, if the member did not then have a conflict in the matter, at the first meeting after he or she became so interested.
Minutes and records
- The Chairperson shall cause minutes to be prepared and kept of:
(a) the names of the persons present at each meeting of the Board; and
(b) all resolutions of the Board, which may include the number of members that voted for or against the resolution, or abstained from voting.
Minutes are the official record
- The minutes of a Board meeting shall be circulated among the members and approved at the next meeting of the Board. The approved minutes constitute the official record of the discussion and decisions of the Board at that meeting.
Storing minutes
- The minutes and records of the Board shall be kept in a secure location at the Board’s head office, or other secure place designated by the Board.
Part 4 - General
Head office
- The head office of the Board shall be in Whitehorse, Yukon Territory, or such other place in the Yukon as the Governor in Council designates under section 16 of the Act.
Fiscal year
- The Board’s fiscal year-end shall be March 31 in each year.
Banking arrangements
- The banking business of the Board shall be transacted with such bank or other corporation carrying on a banking business as the Board may by resolution determine.
May not borrow money, etc.
- Subject to section 41, the Board shall not borrow money, mortgage, pledge or encumber any of its assets in any way.
Exception
- The Board may maintain a line of credit at a chartered bank and, if transfer payments from the Government of Canada are not received in a timely fashion, the Board may utilize the line of credit to provide bridge financing for the purposes of paying staff wages and benefits, Board member honoraria, and costs associated with maintaining the Board offices. The line of credit shall be repaid from the proceeds of the transfer payments when received.
Signing documents
- Subject to section 43, documents requiring the signature of the Board shall be signed by the Chairperson, or such other member of the Board as is authorized by resolution of the Board, and all documents so signed shall be binding on the Board without further authorization or formality.
Cheques
- Cheques or similar banking instruments requiring the signature of the Board shall be signed by any two members of the Board, or by one member of the Board and such other person as is authorized by resolution of the Board, and all such cheques and instruments so signed shall be binding on the Board without further authorization or formality.
Records
- The Chairperson shall ensure that financial and other records of the Board required by the by-laws or legislation are prepared in a timely manner and are maintained and stored appropriately.
Certified copies
- The Chairperson, or any other person authorized by resolution of the Board, may certify documents of the Board that require certification.
Annual and other reports
- The Chairperson shall ensure
(a)that reports of the Board to be submitted to the Minister are provided for review and approval of the Board in a timely manner; and
(b)that financial and other records of the Board required by legislation or the by-laws are prepared in a timely manner and are maintained and stored appropriately.
Public relations
- The Chairperson shall be the chief spokesperson for the Board, unless otherwise directed by the Board, or precluded by a conflict of interest. Where practical to do so, the Chairperson shall seek the views of Board members prior to commenting to the media.
Part 5 - Policies
Policies
- The Board may establish policies, not inconsistent with the Act or these by-laws, relating to the conduct and management of the internal administrative affairs of the Board and its staff.
Part 6 - Amending the By-laws
Amendment of by-laws
- These by-laws may be repealed or amended at a meeting of the Board duly called for that purpose.
Return to Table of Contents |
