1999-2000 1 CERTIFIED MANAGEMENT ACCOUNTANTS 1 BILL No. 27 of 1999-2000

An Act respecting Certified Management Accountants TABLE OF CONTENTS 1

Short title 2

Interpretation SOCIETY 3 Society continued 4 Membership 5 Property 6 Meetings COUNCIL 7 Council 8 Public appointees 9 Resignation 10 Vacancy 11 Officers and employees 12 Committees BYLAWS 13 Procedures 14 Bylaws 15 Filing of bylaws MEMBERSHIP AND REGISTRATION 16 Membership 17 Register 18 Registration 19 Delegation and appeal PROHIBITION 20 Protection of title DISCIPLINE 21 Professional conduct committee 22 Investigation 23 Discipline committee 24 Discipline hearing 25 Disciplinary powers 26 Professional incompetence 27 Professional misconduct 28 Criminal conviction 29 Duty to report 30 Suspension 31 Review by council 32 Appeal to court 33 Effect of appeal 34 Effect of expulsion 35 Reinstatement 36 Registered students GENERAL 37 Immunity 38 Offence and penalty 39 Limitation of prosecution 40 Report of termination 41 Review of Legislative Assembly 42 Record of revocation and notification 43 Annual register 44 Annual report 45 Compliance 46 Service of notices, etc.

REPEAL, TRANSITIONAL AND COMING INTO FORCE 47 R.S.S. 1978, c.I-3 repealed 48 Transitional 49 Coming into force

1999-2000 2 CERTIFIED MANAGEMENT ACCOUNTANTS 2 (Assented to , 2000) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Saskatchewan, enacts as follows:

Short title 1 This Act may be cited as The Certified Management Accountants Act.

Interpretation 2 In this Act: (a) “administrative bylaw” means a bylaw made for a purpose set out in subsection 14(1); (b) “bylaws” means the valid and subsisting bylaws of the society; (c) “council” means the council of the society; (d) “court” means the Court of Queen’s Bench; (e) “fellow member” means a member who is awarded a fellowship of The Society of Management Accountants of Canada - La Société des Comptables en Management du Canada; (f) “member” means a member of the society who is in good standing; (g) “minister” means the member of the Executive Council to whom for the time being the administration of this Act is assigned; (h) “register” means the register kept pursuant to

section 17; (i) “registered student” means a person enrolled in the accreditation program of the society as a registered student; (j) “regulatory bylaw” means a bylaw made for a purpose set out in subsection 14(2); (k) “secretary” means the secretary of the society appointed pursuant to subsection 11(2); (l) “society” means The Society of Management Accountants of Saskatchewan - La Société des Comptables en Management du Saskatchewan continued pursuant to

section 3. SOCIETY Society continued 3 The Society of Management Accountants of Saskatchewan - La Société des Comptables en Management du Saskatchewan, continued as a corporation pursuant to The Management Accountants Act, is continued as a corporation.

1999-2000 3 CERTIFIED MANAGEMENT ACCOUNTANTS 3 Membership 4 The membership of the society consists of: (

a) those persons who are members of The Society of Management Accountants of Saskatchewan - La Société des Comptables en Management du Saskatchewan on the day before this Act comes into force; and (

b) those persons who are admitted as members of the society pursuant to this Act and the bylaws. Property 5(1) The society may acquire, hold, mortgage, lease, sell or dispose of any property.

(2) All fees, fines and penalties receivable or recoverable pursuant to this Act are the property of the society.

(3) The society may: (

a) invest its funds in investments in which trustees are authorized to invest pursuant to The Trustee Act; and (

b) sell or otherwise dispose of those investments and reinvest the proceeds in similar investments. Meetings 6(1) An annual meeting of the society is to be held at the time and place that is determined by the council in accordance with the bylaws.

(2) A special meeting of the society for the transaction of the business that is specified in the resolution or demand is to be held: (

a) on a resolution of the council; or (

b) on the demand, in writing, of the number of members specified in the bylaws.

(3) The procedure at an annual or special meeting is to be determined by bylaw.

(4) The secretary shall send notice of an annual meeting or special meeting to each member at least 10 days before the meeting. COUNCIL Council 7(1) The council shall govern, manage and regulate the affairs and business of the society.

(2) The council consists of: (

a) the number of members prescribed in the bylaws elected by members in accordance with this Act and the bylaws; (

b) the number of members prescribed in the bylaws appointed in accordance with the bylaws; and (

c) the persons appointed pursuant to

section 8.

1999-2000 4 CERTIFIED MANAGEMENT ACCOUNTANTS 4

(3) No member is eligible to be elected or appointed as a member of council pursuant to clause (2)(

a) or (

b) unless that member resides in Saskatchewan.

(4) Members of council elected or appointed pursuant to clause (2)(

a) or (

b) are entitled to remuneration and reimbursement for expenses in the amounts prescribed in the bylaws.

(5) Each member of council elected or appointed pursuant to clause (2)(

a) or (

b) holds office for the term prescribed in the bylaws. Public appointees 8(1) The Lieutenant Governor in Council may appoint two persons who reside in Saskatchewan as members of council.

(2) Where the Lieutenant Governor in Council appoints a person as a member of council, the term of office of that person is not to exceed three years.

(3) Subject to subsection (4), a member of council appointed pursuant to this

section holds office until the person’s successor is appointed and is eligible for reappointment, but is not eligible to hold office for more than two consecutive terms.

(4) A member of council appointed pursuant to this

section ceases to hold office if the person ceases to be a resident of Saskatchewan.

(5) A member of council appointed pursuant to this

section may exercise rights and serve as a member of committees to the same extent as other members of council.

(6) At least one member of council appointed pursuant to this

section shall be a member of the discipline committee.

(7) The absence or inability to act as a member of the discipline committee by a member of council appointed pursuant to this

section or the failure to appoint a member of council pursuant to this

section does not impair the ability of the other members of the discipline committee to act.

(8) The society shall remunerate and reimburse for expenses members of council appointed pursuant to this

section at the rate determined by bylaw. Resignation 9(1) A member elected or appointed to the council pursuant to clause 7(2)(

a) or (

b) may resign by giving written notice of his or her resignation to the council.

(2) A member of council appointed pursuant to

section 8 may resign by giving written notice of his or her resignation to the minister.

(3) The resignation of a member of council pursuant to subsection (1) or (2) is effective: (

a) on the date stated in the written notice; or (

b) if no date is stated in the written notice, on the date the written notice is received by the council or the minister, as the case may be.

1999-2000 5 CERTIFIED MANAGEMENT ACCOUNTANTS 5 Vacancy 10(1) When a vacancy occurs in the membership of council respecting a member elected or appointed pursuant to clause 7(2)(

a) or (b), the remaining members of council may appoint another member to fill the vacancy until the earlier of: (

a) the expiry of the term of office of the member of council who ceased to be a member of council; and (

b) the date on which a member is elected or appointed to fill the vacancy in accordance with this Act and the bylaws.

(2) A vacancy in the membership of council does not impair the power of the remaining members of council to act.

(3) If a member serving as a member of council is suspended from the society, the member’s powers and duties as a member of council are suspended for the same period.

(4) If a member serving as a member of council is expelled from the society, the member ceases to be a member of council on the day the member is expelled. Officers and employees 11(1) The officers of the society are to be those that are: (

a) designated in the bylaws; and (

b) appointed or elected in accordance with the bylaws.

(2) The council shall appoint a secretary.

(3) The council may engage any employees that it considers necessary to carry out the duties and functions of the society.

(4) Subject to this Act and the bylaws, the council shall determine the duties, responsibilities and remuneration of employees of the society. Committees 12(1) The council may establish any committees that are provided for by the bylaws or that it considers necessary.

(2) The council shall appoint persons to any committees that are provided for by this Act or the bylaws or that it has established pursuant to subsection (1).

(3) Subject to this Act and the bylaws, the council, on any terms that it may determine, may delegate any of its powers or duties to a committee provided for by this Act or the bylaws or established pursuant to subsection (1).

(4) The council shall not delegate the power to make bylaws.

(5) Subject to this Act and the bylaws, a committee may establish it own procedures.

1999-2000 6 CERTIFIED MANAGEMENT ACCOUNTANTS 6 BYLAWS Procedures 13(1) The council, with the approval of not less than three-quarters of the members of the council, may make bylaws for the purposes set out in

section 14.

(2) A bylaw made by council pursuant to subsection (1) has effect only until the next annual or special meeting of the society and, unless confirmed or varied by the members in accordance with subsection (3), ceases to have any effect after that time.

(3) With the approval of a two-thirds majority of those members who vote at an annual or special meeting, the society may: (

a) make bylaws for any purpose set out in

section 14; and (

b) confirm, vary or revoke any bylaw made by the council pursuant to subsection (1).

(4) The variation or revocation of a bylaw pursuant to subsection (3) does not affect the operation or application of the bylaw before its revocation or variation, and everything done, omitted to be done or authorized pursuant to the bylaw is valid and effective against all persons notwithstanding the revocation or variation.

(5) The secretary shall forward copies of proposed bylaws to all members at least 14 days before the date of the annual or special meeting at which the bylaws are to be presented.

(6) The secretary shall notify each member of each bylaw made pursuant to subsection (1) or (3), or confirmed, varied or revoked pursuant to subsection (3), within 150 days after the bylaw is made, confirmed, varied or revoked.

(7) Failure to comply with subsection (6) does not invalidate a bylaw.

(8) No regulatory bylaw made by the council or the society comes into force until it is: (

a) approved by the minister pursuant to

section 15; and (

b) published in the Gazette. Bylaws 14(1) Subject to this Act, administrative bylaws may be made pursuant to

section 13 for the following purposes: (

a) prescribing the seal of the society; (

b) providing for the execution of documents by the society; (

c) respecting the banking and financial dealings of the society; (

d) fixing the fiscal year of the society and providing for the audit of the accounts and transactions of the society; (

e) respecting the management of the property of the society; (

f) prescribing the number and terms of office of members elected or appointed to the council pursuant to clause 7(2)(

a) or (b);

1999-2000 7 CERTIFIED MANAGEMENT ACCOUNTANTS 7 (

g) prescribing the officers of the society and governing the procedure for the appointment or election of those officers; (

h) prescribing the duties of members of council, and officers and employees of the society; (

i) governing the procedures for the election of members of council; (j)