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Constitution and Bylaws

The SEA-NL Constitution was ratified during the Founding Convention on Feb. 8th, 2022. The convention was held virtually as a result of the Covid-19 pandemic. The Constitution was amended at SEA-NL's first annual general meeting (AGM) on Feb. 25th, 2023 in Gander.

Constitution/Bylaws

Article 1 — Name and governance

1.01 This organization is an incorporated, not-for-profit entity, which shall be known as SEA-NL or Seaward Enterprises Association of Newfoundland and Labrador Inc.

1.02 The geographic jurisdiction of SEA-NL shall be the province of Newfoundland and Labrador, and SEA-NL shall maintain its office in Newfoundland and Labrador.

1.03 SEA-NL’s decision-making matrix shall be guided at all times by consensus, but when this cannot be achieved, Robert’s Rules of Order shall prevail.

1.04 The Chair or Chair designate of the board or any of its committee chairs shall have privilege to cast the deciding vote in any governance process which have resulted in a tie.

1.05 Bylaws or other measures designed to advance the goals and objectives of SEA-NL can be developed by the Board of Directors, but must be ratified for use at the next Annual General Meeting (AGM) following its development. All bylaws must be constructed in keeping with SEA-NL’s Constitution.

1.06 Amendments to the standing Constitution shall be permitted with a two-thirds majority vote of Class 1 members as described in section 3.01 of the Constitution, provided such proposed amendments are submitted no later than three (3) weeks prior to each AGM. Any proposed amendments offered at an AGM that do not meet the three (3) week submission timeline will be permitted provided no dissenting Class 1 votes are cast against it.

1.07 Voting for election of officers and/or board members shall be conducted by secret ballot, and can be executed in person, by mail or electronic means provided safeguards for voter identity are properly established.

1.08 Proxy voting will be permitted for the election of officers and/or board members in the absence of a member in good standing provided suitable documentation is in order. Electronic documentations by e-mail or written confirmation is the preferred method of proxy authorization

1.09 An AGM shall be held once a year at a time and place to be determined by the Board.

1.10 A Special General Meeting may be called at any time of the year at the request of a general membership quorum or a composite board quorum at a location determined by the Board in circumstances of significance impact for the general membership of SEA-NL.

1.11 A legally constituted meeting of general membership, Board of Directors and Executive officers of SEA-NL is deemed to be in order only when a quorum of its members are present in person or electronically. Twenty (20) members in good standing will represent a quorum for Special General Meetings. Fifty (50) per cent plus one (1) will represent a quorum for the Board of Directors. Three (3) members of the Executive will represent a quorum for the Executive Board.

Article 2 — Purposes and Objectives

2.01 SEA-NL has as its purposes and objectives:

(a) To be the distinct voice of licensed, independent owner-operator inshore fish harvesters;

(b) To support owner-operators with all issues that impact their fishing enterprises;

(d) To strengthen fishing communities;

(e) To champion the fishing industry;

(f) To educate policy makers;

(g) To inform owner-operators of the latest industry news, including fish pricing, safety, and conservation;

(h) To be a stimulus for positive change in Newfoundland and Labrador’s commercial fishing industry, based on the fundamental principles of adjacency, historical attachment, and controlling our own fishing destiny.

Article 3 — Membership

SEA-NL shall be composed of three classes of membership as follows:

3.01 Class 1 membership — a member in-good-standing who is a licensed, independent owner-operator inshore fish harvester (including core or non-core licence) in the province of Newfoundland and Labrador.

3.02 Class 2 or associate membership — a member in-good-standing who supports the organization and shares a mutually beneficial relationship with SEA-NL but shall not be granted voting privileges. Application of associate membership shall be approved by the Board.

3.03 Class 3 or honourary membership — a member who is not required to pay normal annual dues and has been deemed worthy of a lifetime membership for exemplary services extended to the organization, as deemed appropriate by the SEA-NL board. A Class 3 member would not have voting rights.

3.04 A member is deemed to be in-good-standing when he or she has submitted their annual membership dues.

3.05 Annual levies for membership shall be set and ratified by the Board immediately following each AGM.

Article 4 — Jurisdiction and Structure

SEA-NL shall be province wide and made up of a 9-member Board of Directors known as the “Board,” and elected during an AGM by simple majority. The Board shall include the following:

4.01 Chair and Secretary-Treasurer — Elected for a two-year term by Class 1 members at an AGM.

4.02 Two (2) Directors-at-Large (1) from the Under 40 fleet, and 1 from the Over 40 fleet elected for a two-year term by Class 1 members at an AGM.

4.03 One (1) Director for a total of five (5) from each of the following fishing zones adjacent to NL and elected for a two-year term by Class 1 members residing in the areas of nomination:

(a) 2J

(b) 3K

(d) 3Ps

(e) 4R/3Pn

4.04 To help mitigate logistical and other challenges associated with achieving its objective of a fully representative board of directors, SEA-NL shall adopt a phased approach to its election of board members in the follow manner;

(a) The 2022 founding convention will seek nominations and elect its executive board members of Chair, Secretary-Treasurer and two Directors-at-Large, and

(b) The remaining (5) board members shall be nominated and elected at a subsequent AGM beginning in 2023.

4.05 Any Board vacancy not filled at an AGM or that is vacated during the year can be filled with approval of the Board at any time after the the election of Board members at an AGM, but shall be ratified by its Class 1 membership at the following AGM.

4.06 Any SEA-NL member who places second in a vote for a regional representative on the Board may act as an alternate for that position.

4.07 Notwithstanding article 4.03 pertaining to board members from adjacent fishing zones, all Class 1 members in good standing shall be eligible for nomination or can nominate a Class 1 member and vote for the full composition of the Board.

4.08 The Executive members of SEA-NL will be represented by the Chair, Secretary-Treasurer, two At-Large Directors and the immediate Past-Chair, when applicable.

4.09 Any member of the Inshore Council or Executive of the FFAW-Unifor shall be ineligible to run for an executive position of SEA-NL.

4.10 The Past-Chair position on the Executive will expire after a one-year term.

4.11 The Board or its Executive shall have the authority to appoint an ex-officio (non-voting) non-members to its ranks for the purpose of expertise, knowledge and experience providing that person is operating in keeping with the goals and objectives of the association.

4.12 The Executive, on behalf of the Board, shall appoint an Executive Director to manage and conduct the affairs of SEA-NL.

4.13 The Executive Director will be accountable to the Chair of the Board and its directors.

Article 5 Authority and Committees

5.01 The Executive members of the association shall be given authorization from the Board to administer the affairs of the association, but shall be limited to functions that do not involve decisions having major implications for the entire board and its membership.

5.02 The Executive Board shall have the right to establish committees, which may include non-members or additional members of SEA-NL for purposes of expertise, knowledge, and experience, but in all cases shall be chaired by a standing member of the Executive.

5.03 Notwithstanding article 5.02, committees established by the Board shall endeavour to have them populated by a minimum of three (3) Board members and/or general Class 1 membership. All committees shall be deemed to be ad hoc or standing committees as stipulated in article 5.04.

5.04 Standing committees shall be established as follows:

(a) Finance Committee

(b) Fishing Vessel Safety Committee

(d0 Resolutions Committee

Article 6 Policy Resolutions

SEA-NL will be driven, to the furthest extent possible, by evidence and factual-based policy derived from its membership, which may be verified by a vote (electronic or otherwise) of the Class 1 members of a particular fleet or the overall SEA-NL Class 1 membership. Furthermore, there is an over-riding imperative that all SEA-NL members must be included in the adoption or changes to policy affecting its members. To achieve this a set of guiding principles should be followed.

6.01 Policy resolutions shall be submitted annually by the general membership in good standing.

6.02 Policy resolutions shall be submitted to the Policy Resolutions Committee of SEA-NL no later than three (3) weeks in advance of an AGM.

6.03 Late resolutions can be received on the floor of the general assembly, providing there is no dissenting Class 1 member.

.6.04 A standing policy document shall be established, which details all policy adoptions and the resolutions supporting it.

6.05 Any policy decisions executed by the Board shall be ratified at the next AGM following the time it was undertaken by the Board or Executive.

6.06 Policy resolutions shall only pass with two-thirds majority vote of all voting members in good standing.

Article 7 Financing and Accountability

Membership dues are set out in Article 3 and its bylaws. Other financial matters relating to capital and general operating revenue will need to be addressed, including other revenue-generating activities or programs conducted within the scope of the association's not-for-profit status.

7.01 Oversight of all financial matters will be conducted by the Secretary-Treasurer in conjunction with the Executive Director, excluding financial matters such as salary that put the Executive Director in a conflict of interest.

7.02 A year-end, audited or professional financial review shall be conducted and submitted to the membership at every AGM.

7.03 An audited financial statement shall be executed at all times in instances of unexplained financial discrepancies or suspected fraudulent activities.

7.04 Other financial due-diligence such as documentation of all monies collected and dispersed, shall be received and signed by the President and Secretary Treasurer, or an alternate Executive member duly delegated by the Secretary-Treasurer and approved by the Board.

7.05 The SEA-NL Executive shall be mandated to develop revenue-generating projects or programs that would have collective benefits such as insurance-rate reductions, fuel-price reductions, etc., all designed to benefit members in good standing.

7.06 Financial, President, and standing committee reports shall be standing agenda items at all AGM’s.

7.07 Constitutional amendments and Resolutions shall be standing agenda items at all AGMs.

Article 8 Legal Status

8.01 This Constitution and bylaws shall come into full force and effect at the date of SEA-NL’s first founding convention in November of 2021, and shall serve as a legal and binding framework document for all its membership, staff and activities. It is subject to changes as detailed in the amending formula outlined in Article 1.06.

8.02 In the event of any discrepancies or conflicts with other procedures or documents the Constitution shall prevail until such time as the SEA-NL Board deems appropriate to correct or amend in accordance with its practices and procedures permitted under the constitution.

Article 9 - Code Of Conduct

9.01 Seal-NL’s mandate and objective is to unite licensed, independent owner-operator fish harvesters as a distinct voice in one organization regardless of race, creed, colour, marital status, sexual preference, political or religious affiliation, or place of national origin. As such it is expected that all those associated with the organization, including all classes of membership, Board members, Executive members and staff are subject to conformance with its Constitution and bylaws, as well as the intent of the organizational goals and objectives. Furthermore, anyone in conflict or violation or perceived conflict or violation is subject to disciplinary actions, including dismissal, by the Board.

9.02 Exercise of Duties in Good faith
Every member of the Board of SEA-NL shall exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the Association, and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

9.03 Removal of Directors

By special resolution members of SEA-NL may remove a director before the expiration of his/her term of office, and may elect a successor to complete the term of office.

9.04 Non-Profit Purpose

SEA-NL shall:
(a) not carry on a business, trade, industry or profession for individual profit or gain except as an incidental to its purposes; and

(b) be carried on without purpose of gains for its members and any profits or other accretions to SEA-NL shall be used for promoting its purposes.

9.05 Donations, Gifts, etc.

SEA-NL shall have the power to accept donations, gifts, legacies and bequests.

9.06 Declaration of Interest

Every director of SEA-NL who:

(a) is, directly or indirectly, involved in interests that might be created in conflict with his or her duties as a director of SEA-NL;
shall disclose fully and promptly the fact, nature and extent of the interest or conflict by a notice or statement in writing to the Board, and it is further provided that a director shall not vote in respect of the approval of any such decision of SEA-NL in which he is interested and if he shall do so his/her vote shall not be counted, but he shall be counted in the quorum present at the meeting in which such vote is taken.