board of directors governance policies manual

BOARD OF DIRECTORS

GOVERNANCE POLICIES MANUAL

Governance Ends Process Board-GM Executive Relationship Limitations

BOARD OF DIRECTORS POLICY MANUAL

Table of Contents

E-1

GP-1 GP-2 GP-3 GP-4

GP-5 GP-6 GP-7 GP-8 GP-9

GP-10 GP-11 GP-12

GP-13

ENDS Mission GOVERNANCE PROCESS Governance Commitment Governing Style Board Job Contributions Chair’s and Vice-Chair’s Election and Roles Board Committee Principles Board Committee Structure Board Members Code of Conduct Board and Committee Expenses Member Discipline Investment in Governance Board Linkage With Ownership Board Planning Cycle and Agenda Control Governance Succession

EL-1EL-2EL-3EL-4EL-5EL-6EL-7EL-8EL-9

EL-10EL-11

BG-1

BG-2BG-3

BG-4BG-5

EXECUTIVE LIMITATIONS General Executive Constraint Planning Reserve Fund Policy Financial Condition Asset Protection Emergency Executive Succession Treatment of Staff Compensation and Benefits Communication and Support to the Board Treatment of Members Ownership of Member Agreement BOARD-GENERAL MANAGER RELATIONSHIP Global Board-General Manager Relationship Unity of Control Accountability of the General Manager Delegation to the General Manager Monitoring General Manager Performance

December 2013 (Replaces: July 2013)

BOARD OF DIRECTORS POLICY

Policy Name: Mission Number: E-1 Policy Type: Ends

Policy last updated Winter 2016 E-1.1

Our mission: SeCan exists so there will be conditions that promote member

success in the seed industry now and in the future, for a justifiable investment of member resources.

This is further interpreted to include, but is not limited to:

1. Desirable crop varieties of every major crop kind in each crop production area are available to members.

2. Seed related technology and systems are available to members.

2.1. May include genetic features, advancements and products other

than “seed” are available to members. 2.2. Production systems associated with seed are available to

members.

2.3. Market related systems associated with seed are available to members.

3. A leading Brand image.

3.1 There is broad based demand for SeCan brand products and services.

4. Protection of members’ rights as the exclusive authorized producers and sellers of protected SeCan varieties. 5. Protect and promote an environment where SeCan members have the freedom

to operate as independent seedsmen.

Monitoring Method

1. The General Manager will provide a report on the progress being made toward meeting the Mission annually at the Winter meeting.


Policy Name: Governance Commitment Number: GP-1 Policy Type: Governance Process

Policy Last update February 2014 GP-1.1

On behalf of all SeCan members, the Board shall ensure that SeCan achieves appropriate results, now and in the future, for the appropriate people at an appropriate cost, and avoids unacceptable actions and situations.

1. The Board shall ensure operational compliance with legislation through

monitoring of the CEO.

2. The Board shall ensure that its own governance processes are compliant with the Competition Act.

3. The Board shall ensure it has a systematic process to prioritize and address issues relevant to the achievement of the Ends.

Monitoring Method 1. Following each Board meeting, directors will complete the Board Meeting Self-

Evaluation form including items listed within this policy.


Policy Name: Governing Style Number: GP-2 Policy Type: Governance Process

Policy Last updated February 2007 GP-2.1

The Board will govern with an emphasis on outward vision rather than an internal preoccupation, encouragement of diversity in viewpoints, strategic leadership more than administrative detail, clear distinction of Board and chief executive roles, collective rather than individual decisions, future rather than past or present, and proactivity rather than reactivity. The Board will: 1. Cultivate a sense of group responsibility. The Board, not the staff, will be

responsible for excellence in governing. The Board will be an initiator of policy, not merely a reactor to staff initiatives. The Board will use the expertise of individual members to enhance the ability of the Board as a body, rather than to substitute the individual judgements for the Board's values.

2. Direct, control and inspire the organization through the careful establishment of

broad written policies reflecting the Board's values and perspectives. The Board's major policy focus will be on the intended long term impacts outside the operating organization, not on the administrative or programmatic means of attaining those effects.

3. Enforce upon itself whatever discipline is needed to govern with excellence.

Discipline will apply to matters such as attendance, policy making principles, respect of roles, speaking with one voice, and ensuring the continuity of governance capability.

4. Encourage continual Board development including orientation of new members in

the Board's governance process and periodic Board discussion of process improvement. The Board will allow no officer, individual or committee of the Board to hinder or be an excuse for not fulfilling its commitments.

5. Monitor and discuss the Board's process and performance at each meeting. Self-

monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-GM Linkage categories.

Policy Name: Governing Style (continued) Number: GP-2

Policy Last updated February 2007 GP-2.2

5.1 Appoint a member of the Board at the beginning of each meeting, on a

rotational basis, to (i) remind the group at the beginning of the meeting, and during the meeting if required, of the Board's process, (ii) to read one of the Board's policies and (iii) to report on how well the Board performed at the end of the meeting. During the meeting, it is also the responsibility of the Chair and every member of the Board to ensure that the Board's process is being followed.

6. Allow access to Board meeting minutes to Board members.

Meeting Monitor Rotation

It was agreed at the July, 2017 Board meeting that Directors would serve as meeting monitor in the following rotation:

Fall 2017 – Chris Churko Winter 2018 – Chris Ens

Summer 2018 – John Hildebrand


Policy Name: Board Job Contributions Number: GP-3 Policy Type: Governance Process

Policy Last update December 2013

GP-3.1

The job of the Board is to represent the membership in determining and demanding appropriate organizational performance. To distinguish the Board's own unique job from the jobs of its staff, the Board will concentrate its efforts on the following job, "products", or, outputs. 1. Written governing policies which, at the broadest levels, address:

1.1 Ends: Organizational products, impacts, benefits, outcomes, recipients, and their relative worth (what good for which needs at what cost).

1.2 Executive Limitations: Constraints on executive authority which

establish the prudence and ethics boundaries within which all executive activity and decisions must take place.

1.3 Board-GM Linkage: How power is delegated and its proper use

monitored; the GM role authority and accountability. 1.4 Governance Process: Specification of how the Board conceives,

carries out and monitors its own task. 2. The assurance of General Manager performance (against policies 1.1 and 1.2). 3. The assurance that SeCan’s financial reserves are appropriate, by reviewing the

balance of the unrestricted and restricted funds against the Strategic Plan and reallocating if necessary at the Winter Board meeting (See EL-3 Reserve Fund Policy).


Policy Name: Chair’s and Vice-Chair’s Election and Roles Number: GP-4 Policy Type: Governance Process

Policy Last updated Summer 2017 GP-4.1

The Chair of the Board assures the integrity of the Board's process and, secondarily, occasionally represents the Board to outside parties. The Chair is the only Board member authorized to speak for the Board (beyond simply reporting Board decision), other than in rare and specifically authorized instances. The duties of the Chair and Vice-Chair shall be followed as specified in By-Laws section 9:00 Officers. 1. The job result of the Chair is that the Board behaves consistent with its own rules

and those legitimately imposed upon it from outside the organization.

1.1 Meeting discussion content will only be those issues which, according to Board policy, clearly belong to the Board to decide, not the General Manager.

1.2 Deliberation will be fair, open, and thorough, but also efficient, timely,

orderly, and kept to the point.

1.3 The Canadian Society of Association Executives, “The Guide to Better Meetings for Directors of Non-Profit Organizations”, will be used to conduct SeCan business.

2. The authority of the Chair consists of making decisions that fall within the topics

covered by Board policies on Governance Process and Board-GM Linkage, except where the Board specifically delegates portions of this authority to others. The Chair is authorized to use any reasonable interpretation of the provisions in these policies.

Policy Name: Chair’s and Vice-Chair’s Election and Number: GP-4 Roles (continued)

Policy Last updated Summer 2017

GP-4.2

2.1 The Chair is empowered to chair Board meetings with all the commonly accepted power of that position (e.g., ruling, recognizing).

2.2 The Chair has no authority to make decisions about policies created

by the Board within Ends and Executive Limitations policy areas. Therefore, the Chair has no authority to supervise or direct the General Manager.

2.3 The Chair may represent the Board to outside parties in announcing

Board-stated positions and in stating Chair decisions and interpretations within the area delegated to him or her.

2.4 The Chair may officially enact the emergency succession plan on

behalf of the board.

3. At the first Board meeting following the Annual Meeting, the Board shall hold

separate elections for the Chair and Vice-Chair positions, as per By-Law 6:04 Chair of the Board and Vice-Chair of the Board. The General Manager will facilitate these elections. The Board will use a secret vote with all Board members being nominated for the first ballot. The Chair is elected when a nominee receives a majority of votes and accepts the nomination.

If one member does not receive a majority of votes, further ballots will be held. At this point the nominees receiving ballots in the first round will be identified, and the nominee receiving the fewest number of votes will be dropped. All nominees receiving only one vote will be dropped. In the following round(s) of voting the nominee receiving the fewest votes will be dropped until a Chair is elected. If the election deadlocks in a split vote and remains so after two further ballots, a coin toss will be used to determine the Chair. An election for Vice-Chair will follow using the same protocol except the Chair is not a nominee.


Policy Name: Board Committee Principles Number: GP-5 Policy Type: Governance Process


GP-5.1

Board committees, when used, will be assigned so as to minimally interfere with the wholeness of the Board's job and so as never to interfere with delegation from Board to General Manager. Any Board committee member has reasonable access to minutes of that committee. 1. Board committees are to help the Board do its job, not to help the staff do its job.

Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. Board committees are not to be created by the Board to advise staff.

2. Board committees may not speak or act for the Board except when formally given

such authority for specific and time limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the General Manager.

3. Board committees cannot exercise authority over staff. Because the General

Manager works for the full Board, he or she will not be required to obtain approval of a Board committee before an executive action. In keeping with the Board's broader focus, Board committees will normally not have direct dealings with current staff operations.

4. Board committees are to avoid over identification with organizational parts rather

than the whole. Therefore, a Board committee which has helped the Board create policy on some topic will not be used to monitor organizational performance on that same subject.

5. This policy applies only to committees which are formed by Board action, whether

or not the committees include non-Board members. It does not apply to committees formed under the authority of the General Manager.


Policy Name: Board Committee Structure Number: GP-6 Policy Type: Governance Process

Policy Last updated Winter 2018

GP-6.1

A committee is a Board committee only if its existence and charge come from the Board, regardless whether Board members sit on the committee. The only Board committees are those which are set forth in this policy. 1. NOMINATING COMMITTEE

Purpose: To receive and make nominations for Directors and ensure orientation of new Directors.

Duties: 1.1 To maintain a list of at least four potential candidates for each

Director position.

1.2 To communicate to candidates, in priority sequence, regarding nomination to the Board once the sequence has been established at the fall meeting.

1.3 To select the candidate to be nominated by the Board for election.

1.4 To nominate at least one suitable candidate for each director position to be filled by election at the Annual Meeting as provided for in the By-Laws. The Committee will report before the Annual Meeting. The list of nominees will be provided to members by email with the first call for nominations. Nominations will open 90 days prior to the AGM and the last call for nominations will take place no less than 40 days prior to the AGM. Nominations will close 30 prior to the AGM.

1.5 To review and ensure compliance with section 6 of the bylaws.

1.6 To orientate new Board members in the Carver Governance

Model and other Board matters:

1.6.1 Assign one Director to act as a mentor for the new Director.

Policy Name: Board Committee Structure (continued) Number: GP-6


GP-6.2

1.6.2 Provide required information on the Carver

Governance Model.

1.6.3 Obtain a short biography of the new Director.

Composition: The Board of Directors shall appoint three SeCan members, not seeking election to the Board of Directors, to the Nominating Committee.

Monitoring Method

1.

The Nominating Committee Chair will report to the Board annually at the winter Meeting indicating whether or not the Nominating Committee has fulfilled the requirements of their duties.

2. Directors will indicate their plans to retire from the Board at the Summer meeting the year prior to their term being up.

3. The Nominating Committee Chair will report to the Board at the Fall meeting, their compliance with having a list with at least four potential candidates for each Director position.



GP-6.3

2. GENERAL MANAGER RECRUITMENT AND TREATMENT OF STAFF COMMITTEE

Purpose: As required to recruit and select a General Manager, ensure the

functional implementation of the emergency executive succession plan, and respond to any complaints by staff as per EL-7 Treatment of Staff.

Duties: GM Recruitment

2.1 Engage outside professional recruitment agency. 2.2 Provide agency with comprehensive skills list as established (see

next page, Skills Review).

2.3 Provide agency with Corporate Business Plan and core values of SeCan.

2.4 Mandate agency to provide resumes of a reasonable number of

candidates (to a maximum of about 12) for the General Manager Recruitment Committee to consider. Develop rating system that is uniform, simple and easy to interpret.

2.5 General Manager Recruitment Committee evaluate resumes and

recommend a short list of candidates to be interviewed by the Board.

2.6 With support from agency or other outside resource, develop interview process, format, questions, location, etc. Where possible provide Directors with at least 14 days notice prior to interviews, and adequate time should also be allowed for each interview with a maximum number of four interviews per day with at least 2.5 hours per interview and debriefing. In other words, clearly outline all the logistics.

2.7 Board to interview once or more and select top candidate or ask the

recruiting agency to present additional candidates.

2.8 Follow with job offer, salary, benefits, etc. After acceptance, notify unsuccessful short-listed candidates.

2.9 Notify Board of Directors, staff and members regarding appointment

of Incoming General Manager.



GP-6.3

Emergency Succession

2.1 Bring a motion to each fall board meeting to approve the alterative designated signing authority, as named in the emergency succession plan until the next year’s review of the Emergency Succession Plan.

Respond to Staff Complaints/Concerns

3.1 Receiving legal advice if a complaint is received from Staff.

3.2 Notifying Board of Directors about complaints and legal advice.

3.3 Notify the General Manager as appropriate about complaints and legal advice.

3.4 Coordinate an investigation or whatever response they decide is

required.

3.5 Passing concerns received about a supervisor back to the General Manager investigate (with legal guidance required) and keeping the Board informed of the status)

Composition: The General Manager Recruitment Committee shall be composed of the Chair and two Directors appointed by the Board in Summer on an annual basis.

Note: Legal Contact information can be found on the Board of Directors Committees



GP-6.4

General Manager Recruitment Committee - Skills Review

Planning and Organization Has excellent long-term strategic-planning skills. Establishes appropriate course of action to accomplish specific goals. Makes appropriate use of resources. Ensures that daily activities contribute to and are timely with the overall organization’s short and long-term objectives.

Communication Skills Oral, Written and Reading Conveys and receives information clearly and concisely. Listens well. Exchanges information with others to maximize organizational effectiveness. Is always aware of the impact of non verbal communication.

Interpersonal Skills Establishes and maintains constructive working relationships. Utilizes alternative methods of dealing with individuals to elicit co-operation. Perceives and reacts to the needs of others.

Leadership Skills Succeeds in getting ideas accepted, in a group or by an individual, toward task accomplishment. Spontaneously transfers own enthusiasm to others. As required, modifies behavioural style and approach to achieve goals. Individual is self starting and takes action beyond what is necessarily called for. Initiates action without prompting. Carries out tasks confidently. Remains stable under pressure and deals with frustration in a constructive manner.

Accountability Ability to make decisions, take action and be accountable for results.

Problem Solving Analyses situations and identifies key details. Develops alternate solutions to problems. Evaluates course of action to reach logical and timely decisions. Generates, recognizes and accepts innovations solutions and ideas in the workplace.

Carver Governance Model Has the ability and desire to work with a voluntary board of directors using the Carver Policy Governance Model.

In addition to the comprehensive listing, the following might also be desirable characteristics:

Current knowledge of Canadian agriculture Seed industry experience Good general marketing skills Strong financial and analytical skills.



GP-6.5

3. SCIENTIFIC RESEARCH AND EXPERIMENTAL DEVELOPMENT

COMMITTEE

Purpose: To deal with all matters related to funding of SR&ED projects by SeCan

Duties:

3.1 To evaluate potential projects and decide which ones will be funded.

3.2 To decide the amount of funding to be provided to

each approved project annually.

3.3 To conduct a direct inspection of the General Manager’s compliance with EL-3 Reserve Fund policy.

3.4 Other related duties.

Composition: The Committee shall be composed of one Director with little or no conflict of interest, the Research & Development Manager and the General Manager. The Director shall act as Chair, and the General Manager shall act as Secretary.

Governance Status: Board committee

Monitoring Method

1.

The committee will give a report on the activities of the SR&ED Committee at the Summer meeting.



GP-6.6

4. ASSET PROTECTION MONITORING COMMITTEE

Purpose: To monitor compliance with Asset Protection Policy EL-5 Duties: 4.1 To review the General Manager’s most recent Asset Protection Policy Monitoring report. 4.2 To take whatever action they feel is appropriate to

confirm the accuracy of the above report.

4.3 To engage the services of a third party IT Security auditor to ensure the security of the SeCan computer system and website.

4.4 To report their findings to the Board of Directors. Monitoring Frequency: At the discretion of the Board of Directors but at a minimum of every three years. (Last monitored in July 2013) Composition: The committee will be composed of two directors. Governance Status: Board committee Note: See EL-5.2 Asset Protection for Monitoring Method



GP-6.7

5. AUDIT COMMITTEE

Purpose: The primary function of the Audit Committee is to fulfill its oversight responsibilities by reviewing:

5.1 The financial information that will be provided to the

Members;

5.2 The systems of internal controls, that management and the Board have established;

5.3 All audit processes; and 5.4 Compliance with laws, regulations, and policies that may

apply.

Duties: To meet with the Auditors at the Winter board meeting to receive the information as detailed in the Committee’s purpose.

Composition: The committee will be composed of all SeCan Directors with the

Vice-Chair of the SeCan Board serving as the Chair.

Governance Status: Board committee

Monitoring Method

1. The Audit Committee will report to the membership at the Annual Meeting.

Board of Directors Committees

July 2017

Nominating Committee Lyndon Olson (Chair) John Hildebrand Annie Bergeron General Manager Recruitment and Treatment of Staff Committee Kelly Barany (Chair) Quentin Martin Chris Churko SeCan’s HR Legal Contact: Kecia Podetz Emond Harnden LLP Tel.: (613) 940-2752 Fax.: (613) 563-8001 E-mail: [email protected] Scientific Research & Experimental Development Committee Rick Van Laecke (Chair) Chris Ens Jim Downey Jeff Reid Asset Protection Monitoring Committee Chris Churko (Chair) Lyndon Olson Chris Ens Audit Committee Rick VanLaecke (Chair) All Directors

Attach to SeCan Board Policy GP-6, page GP-6.7


Policy Name: Board Members Code of Conduct Number: GP-7 Policy Type: Governance Process


In establishing policy for and on behalf of members, directors are custodians holding in trust the assets of the members' Association. Members recognize the need for competent and committed elected and designated directors to serve their organization and have put their trust in directors' abilities and sincerity. In return, members deserve the utmost effort and support. The Board and its members acknowledge and undertake that they will observe a high standard of ethics and conduct as they devote their best efforts, resources and skills in the interest of SeCan and its members. Directors will perform their official duties in such a manner that members' confidence and trust in the integrity, objectivity and impartiality of SeCan are conserved and enhanced. To do otherwise would be a breach of trust bestowed on directors. Conflict of Interest 1. It is recognized that every director has some degree of conflict of interest.

However, directors will participate in discussions and vote with the betterment of the membership of SeCan Association as their priority. They recognize they have an obligation to act in a manner which will bear the closest public scrutiny.

1.1 Directors will declare any real, potential or apparent conflict which is

not immediately obvious with regard to any matter being discussed in their presence during a SeCan meeting.

1.2 If the Board decides at any time that any directors have a conflict,

the director(s) will accept the Board’s decision that the director(s) not participate in the discussion and leave the meeting at which the topic is under consideration. The directors understand the meeting's decision will be recorded in the minutes, but the reasons for the decision may not be recorded.

1.2.1 Directors further understand that if they feel they have an

unacceptable conflict of interest, they may inform the meeting and withdraw from the discussion and leave the meeting.

…/continued

Policy Name: Board Members Code of Conduct (continued) Number: GP-7

Policy Last updated Summer 2017)

GP-7.2

1.3 A conflict of interest may arise in situations where:

A director makes a decision or does an act motivated

by other or additional considerations than the, “best interests of the Association”; or

A director is a director of other associations or organizations that are contracting with SeCan; or

A director personally contracts with the Association

except that it will not be considered a conflict of interest for a director to contract to provide such services as are provided by other members in the normal course of business. For example, it will not be considered a conflict of interest for a member director to multiply stock seed under contract for the Association. However, such contracts must be reported to the Board annually at the Summer meeting; or

A director learns of an opportunity for profit which

might be valuable to him personally or to another organization or corporation of which he is a member.

Information and Resources 2. Directors will not knowingly take advantage of or benefit from information

that is obtained in the course of their official duties and responsibilities and that is not generally available to members. 2.1 Directors will be alert to information which SeCan can use to develop

better policies and strategies. At the same time, they will protect SeCan's information closely and will not release or share confidential information without the permission of the individual who provided it.

2.2 Directors understand information in Board of Directors and standing

committee meeting minutes may be released to members with the exception of portions specifically identified as confidential. They further understand that all information provided to exclusive release application evaluation sub-committees and all minutes and decisions of such committees are confidential.



Resources 3. The members of SeCan are entitled to expect that directors, are mindful of

resources which are in directors' trust on behalf of members. Directors will help establish policies that ensure that resources are secure and protected.

3.1 Directors expect to be reimbursed for legitimate expenses incurred

for the sake of SeCan. However, they will keep expenses reasonable and justifiable and if there is any doubt about what is a justifiable expense, they will discuss this with the Chair.

Gifts and Hospitality 4. Business associates may offer directors gifts, favours, or benefits on a

personal basis because of the business SeCan does with them. Such offerings may be an effort to secure advantage from directors. Directors will reject such offers on the basis that it is against SeCan policy to accept gifts from business contacts. The most Directors will accept will be the usual promotional hand outs of nominal value. 4.1 Directors will not routinely accept the hospitality of others. For

example, when meals are in order with others, Directors will pay for as many meals as their business colleagues.

Representing the Association 5. As part of their duties, directors represent SeCan formally and informally to

other associations, officials from governments, universities, colleges and companies, agricultural producers, and members. Directors know that it is important that they represent SeCan in such a way as to leave others with a positive impression of the Association. They will each do their part to preserve and enhance the good reputation of the Association and will avoid behaviour which would damage its image.

…/continued



Authority

6. Directors may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.

6.1 Directors' interaction with the General Manager or with staff must

recognize the lack of authority vested in individuals except when explicitly Board authorized.

6.2 Directors' interaction with public, press or other entities must

recognize the same limitation and the inability of any Board member to speak for the Board.

6.3 Directors will make no individual judgements of General Manager or

staff performance.

Participation in meetings.

7. Directors are expected to attend and actively participate in all board meetings and assigned committees.

7.1 Directors shall arrive on time, and be there for the full duration

of the meeting – in body and in spirit. 7.2 Directors shall learn to speak up more often and offer their

insights and ideas if they tend to hold back. 7.3 Directors shall learn to hold their comments back and listen

more often if they tend to dominate. 7.4 Directors shall raise valid concerns, even at the risk of

sounding stupid or being unpopular. 7.5 Directors shall give themselves permission to question the

status quo or conventional wisdom. 7.6 When opposing an initiative, Directors shall be prepared to

propose a better alternative. 7.7 Directors shall insist on the clarity of proposals, especially

when votes are taken. 7.8 Directors shall help to introduce a light touch, especially when

people are taking things too seriously.



General 8. If a director has suggestions of ways to improve Board policies, standards or

ethics, it is their responsibility to contribute them through the Board of Directors.

9. Directors will not use their position as a director to suggest to any SeCan

employee that they are entitled to or expect any special treatment beyond regular members of SeCan.

10. The Chair of SeCan shall ensure that the practice of this policy will be fair,

just and equitable in all situations of interpretation and application. 11. Each Director will supply the Chair of the Nominating Committee with a list of at least

four potential candidates to fill their position prior to the first meeting of each year.

Enforcement

12. The Chair has primary responsibility for immediate interpretation, application and enforcement of the policy. All complaints concerning a possible conflict of interest shall be made in writing to or by the Chair with a copy provided to the complainant.

12.1 The Chair shall make a preliminary determination of the issue

and attempt initial resolution with the complainer and complainant.

12.2 If this initial attempt at resolution is not successful, the Chair

shall appoint an ad hoc committee composed of three directors to conduct an investigation. The committee must submit a written report to the Chair within 30 days. The Chair will give his decision within 10 days of receiving the committee report.

…/continued



12.3 The Chair's decision may be appealed in writing to the Board

of Directors for consideration at their next regular meeting for a final decision.

12.4 Where the Chair is the subject of a written complaint, the

Vice-Chair shall perform the duties assigned to the Chair for this matter.

12.5 Penalties imposed may include: Excluding the director from portions of all meetings and

discussions that relate to the stated conflict of interest; and/or

Private or public censure of the director; and/or Removal of the director from office by a resolution

passed by a vote of two-thirds of the members voting at an annual or special general meeting of members, provided that notice of such proposed resolution is given with the notice calling any such meeting.

Monitoring Method 1.

The General Manager shall provide a report to the Board annually in The Summer meeting showing the pertinent aspects of all service contracts in effect between the Association and each Director over the past 12 months.

2. The Chair shall ask the following questions at the beginning of every Board meeting following the approval of the agenda:

Does any Director feel they have a conflict of interest with any items on the agenda?

Does any Director feel another Director has a conflict of interest

with any items on the agenda?3. Each Director shall review and sign a confidentiality agreement on a

yearly basis with SeCan at the Summer meeting (after the AGM).


Policy Name: Board and Committee Expenses Number: GP-8 Policy Type: Governance Process


GP-8.1

Directors, members and others who must incur expenses on SeCan business may be reimbursed for all reasonable travel and out-of-pocket costs. The policy covering such expense claims are as follows: 1. Those eligible to be reimbursed for travel expenses include:

1.1 Sub-committee, special committee and standing committee members attending official meetings of their committee.

1.2 Directors attending a Board of Directors meeting or other official

SeCan meeting or representing SeCan at a meeting of another organization within their home province.

1.3 Directors, members or others representing SeCan at meetings of

other organizations or groups at the request of the Chair of the SeCan Board.

1.4 Members or others invited to attend or participate in any function by

the Chair of the SeCan Board. 2. Travel Expenses which may be claimed include:

2.1 Taxi fare or mileage to and from the commercial airport nearest the applicant's home and parking charges at the airport.

2.2 Return economy airfare to the commercial airport nearest to the

function or an amount equivalent to the return economy airfare if the applicant chooses to drive. Those travelling are encouraged to take advantage of savings available through seat sales, pre-booking, and corporate or other discounts where convenient.

…/continued

Policy Name: Board and Committee Expenses (continued) Number: GP-8


GP-8.2

2.3 If air travel is not practical, the applicant may claim the current SeCan

rate per kilometre driven.

2.4 Taxi, bus or rental car transportation from the airport to an appropriate hotel and return.

2.5 Taxi or bus transportation from the hotel to the function or functions

and return. 2.6 All meals including tips purchased in transit and at destination.

2.7 Hotel room charges including tips, telephone charges and other

incidentals.

2.8 Other miscellaneous costs associated with the applicant's travel to and from the function and his participation in the function.

SeCan meetings are often held in conjunction with other meetings. Those attending both meetings may wish to divide their travel costs in proportion to the time spent at each function. However, those who would not normally attend a non SeCan function may wish to charge most of their costs to SeCan.

Official receipts must be submitted only for airfare, car rental and hotel room charges.

3. Directors who must attend meetings or travel on SeCan business may

receive a fee for service in addition to their travel costs. The policy covering this compensation is as follows:

3.1 All SeCan Directors are eligible to receive fees. 3.2 Fees will be paid for time spent on SeCan Board or Committee

business at home or away. Travel time is included.

…/continued

Policy Name: Board and Committee Expenses (continued) Number: GP-8


GP-8.3

3.3 Effective July 2014, the fees will be in the amount of $300 per full day and $200 per half day for Directors, Chair and Vice-Chair. In recognition of their contribution beyond preparations for Board meetings, an annual honorarium will be paid to the Chair and to the Vice-Chair at the end of their respective one-year terms: $2,000 to the Chair and $1,000 to the Vice-Chair.

3.4 Directors will be reimbursed up to $600 a year for spousal travel to one Board meeting in each calendar year.

3.5 The fee should be claimed on a regular SeCan expense account

form. Each claim should describe the activity.

3.6 All other office or miscellaneous expenses incurred on SeCan business are eligible for reimbursement. Examples include phone bills, photocopying, faxes, etc. Receipts are required for office and miscellaneous expenses over $100.

3.7 All Directors and members of standing committees are covered by

Accidental Death and Dismemberment insurance to a maximum of $200,000 per individual while they are travelling on Association business. This policy has an aggregate limit of $1,000,000 which could come into effect if six or more claimants were involved in the same accident. This policy does not cover Directors while riding in aircraft owned or operated by the Director or a member of his family.

3.8 Claims for reimbursement for expenses should be submitted to the

SeCan office soon after the function on a SeCan Statement of Expense form. Preparation and mailing of a cheque normally requires about three weeks.

3.9 The General Manager will report to the Board on an annual basis, at

the first meeting of the calendar year, the amount of money paid to each Director under this expense policy in the preceding year.


Policy Name: Member Discipline Number: GP-9 Policy Type: Governance Process


GP-9.1

1. The Board of Directors may discipline a member who contravenes or fails to comply with a By-Law or rule of the Corporation or with any written agreement with the Corporation by termination of that member’s membership. In such cases, the following procedure shall be followed:

Notice The member will be given written notice at least thirty (30) calendar days prior to the date termination of his membership is to take effect. This notice shall include the reason for the termination and notification that the member has the right to request a hearing to be held in accordance with written procedures attached to the notice. All written notices shall be effectively given if personally served or sent by Registered Mail. The written procedures shall include the following information as a minimum: Request For Hearing A request by a member for a hearing must be in writing and must be received by the General Manager of the Association within thirty (30) calendar days of the mailing of the notice of disciplinary action to the member. Hearing If a member requests a hearing, the General Manager of the Association shall inform the Chair of the Board of Directors. The Chair shall review the request and shall appoint a special committee comprised of not fewer than two Directors to conduct the hearing. The special committee shall elect one of its members to be its chair, and, in the absence of the chair, any member of the committee may be elected by the committee members present to preside at any of its meetings. Committee meetings shall be closed to all except the member who has requested the hearing and others invited to attend by the committee.

…/continued

Policy Name: Member Discipline (continued) Number: GP-9


GP-9.2

The hearing shall take place within 60 calendar days of mailing of the member's request and shall comply with the procedures attached to the member’s notice. The member shall be given written notice indicating the time and place of the hearing at least 21 calendar days before such hearing. The hearing may take place via conference call at the discretion of the Corporation. The member may forward a written submission to the hearing, or he may appear in person at the hearing. Any written submission must be mailed to the head office of the Association no less than 14 calendar days before the date of the hearing. The member may appear at the hearing in person, with or without counsel, and shall be given an opportunity to explain the reasons for his objection to the disciplinary action proposed. The committee may ask the member for additional information. If the member fails to appear in person at the hearing, the committee may determine the matter in his absence. The proceedings of the special committee shall be recorded. Costs All costs incurred by the special committee in conducting the hearing including the travelling expenses of committee members, Association staff, Association counsel, and professional fees shall be paid by the Association. All costs incurred by the member including his travelling expenses and those of his counsel shall be paid by the member. The member will not be required to pay any costs incurred by the Association, and the Association will not be required to pay any costs incurred by the member under any circumstances. Decision Within 30 calendar days after the conclusion of the hearing, the special committee shall determine what disciplinary action, if any, is to be taken and shall so inform the member in writing. The decision of the special committee shall be final and binding on the Corporation and on the member.

2. If the Chair of the Board of Directors is notified that a member has requested a hearing regarding a disciplinary action taken by the General Manager, the Chair shall review the request and shall appoint a special committee comprised of not fewer than two Directors to conduct the hearing. The location of the hearing will be at the discretion of the Chair and the appointed directors and may take place via conference call. The hearing procedure shall be as described above.

Note: In addition to this policy, see EL-10: 3 Treatment of Members for another method that Member Discipline may occur, originating from the General Manger.


Policy Name: Investment in Governance Number: GP-10 Policy Type: Governance Process


GP-10.1

Because poor governance costs more than learning to govern well, the Board will invest in its governance capacity. 1. Candidates for Board membership shall be provided with information that

clearly outlines the role of the Board, the necessary qualifications and the Board’s expectations of Board members.

2. The Board recognizes that continual updating of skills and awareness of

new issues are vital to a member’s contribution to the Board. Therefore, it is expected that:

2.1 New Board members shall receive a complete orientation to ensure

familiarity with SeCan Board issues, the organization’s structure, and the Board’s process of governance.

2.2 Board members shall have ongoing opportunity for continued training

and education to enhance their governance capabilities. 3. Outside monitoring assistance will be arranged so that the Board can

exercise sufficient control over organizational performance. This includes but is not limited to fiscal audit.

4. The Board will establish and be accountable for an annual budget for its own

governance functions which shall include, in addition to the cost of Board and Board committee meetings, funds for:

4.1 Board member attendance at conference and conventions. 4.2 Improvement of its governance function.

4.3 Costs of fiscal audit and any other outside monitoring assistance

required.

…/continued


Policy Name: Investment in Governance Number: GP-10 Policy Type: Governance Process


GP-10.2

4.4. Costs of methods such as focus groups and surveys to ensure the Board’s ability to listen to owner viewpoints and values.

5. The Board will establish governance process policies and a governance

action plan which will serve as measurable standards against which the Board’s performance can be evaluated.

5.1 Under the leadership of the Chair, at least annually the Board will

conduct a self-evaluation. As a result of this evaluation, the Board will include in its governance action plan specific goals and objectives for improvement of identified areas.

5.2 The Board will monitor its adherence to its own Governance Process

policies regularly. Upon the choice of the Board, any policy can be monitored at any time. However, at minimum, the Board will both review the policies, and monitor its own adherence to them, according to the schedules set in the Board’s Planning Cycle and the Monitoring Compliance Report.


The Chair will provide a report on compliance of this policy annually at the summer meeting.

Policy Name: Investment in Governance (continued) Number: GP-10


BOARD COMPLIANCE REPORT - Summer 2016 - Winter 2017 Policy Name

Page No.

Monitoring Method No.

Person Responsible

Date Due

Received On Time

Interpretation (Yes or No)

Evidence (Yes or No)

Level of Compliance[1]

Changes Requested[2]

Reserve Fund Policy EL-3.1 2

SR & ED Committee

Summer 2016

Y Y Y 1 N

3 Board Winter 2017

Financial Condition EL-4.3 1 Board Winter 2017

Governance Commitment

GP-1.1 1 Board

Summer 2016

Y Y Y 1 N

Fall 2016

Winter 2017

Board Committee Structure

GP-6.2

1 Nominating Committee

Winter 2017

2 Directors Summer 2016

Y Y Y 1 N

3 Nominating Committee

Fall 2016

GP-6.5 1 SR & ED

Committee Summer

2016 Y Y Y 1 N

Board Members Code of Conduct

GP-7.6

1 GM Summer 2016

Y Y Y 1 N

2 Chair

Summer 2016

Y Y Y 1 N

Fall 2016

Winter 2017

Board &Committee Expenses

GP-8.3 Point 3.9 GM Winter 2017

Investment in Governance

GP-10.2 1 Chair Summer 2016

Y Y Y 1 N

Board Linkage with Ownership

GP-11.1

1 *Directors Winter 2017

2 Board Summer 2016

Y Y Y 1 N

3 Board Fall 2016

*Each Director to provide a written report for the Winter meeting. .

Changes Requested:


Policy Name: Board Linkage with Ownership Number: GP-11 Policy Type: Governance Process


GP-11.1

The, “owners”, of SeCan are defined as its members. The Board shall be accountable for the organization to its owners as a whole. The Board shall act on behalf of the owners as a whole, rather than being advocates for specific geographic areas or interest groups. 1. When making governance decisions, Board Members shall maintain a

distinction between their personal interests as, “customers”, of the organization’s services and their obligation to speak for others as a representative of the, “owners”, as a whole. As representatives of the owners, Board Members are obligated to identify and know what the owners want and need.

2. The Board will review and update the Board Linkage Calendar annually at the

Summer meeting. 3. Linkage between the Board and the membership may be accomplished

through a variety of methods, including, but not limited to, meetings, surveys and advisory committees as outlined in the Board’s Linkage Plan.

4. The Board will accept resolutions prior to the AGM and the Chair will

coordinate consideration of resolutions and responses prior to the AGM.

5. When responding to Resolutions passed at the SeCan Annual General Meeting the process shall be as follows:

a. Communicating the resolution to the entire membership.

b. Explaining to Members how matters related to the resolution are handled

under Policy Governance.

c. Communicating any compliance violations and necessary corrective actions identified by the resolution.

d. Communicating any necessary policy changes identified by the resolution.

e. Directing staff to respond to any operational aspects of the resolution.


Policy Name: Board Linkage with Ownership Number: GP-11 Policy Type: Governance Process


GP-11.2

f. Review the resolution and response(s) at the following Annual General

Meeting.

Monitoring Method1. Each Director will provide a report annually, at the Winter meeting, on Board

Membership linkage in their region.2. The Board will review and update the Board Linkage Calendar annually at the

Summer meeting. 3. The Board will address any resolutions passed at the SeCan Annual meeting at the

next scheduled board meeting.

Attach to SeCan Board Policy GP-11, page GP-11.2

Board Linkage Calendar Revised Summer 2017

Year Activity

2009 Focus Groups

2010 Regional Member Meetings

Board Feedback Sessions (at fall business meetings) Follow-up with postcard in January 2011

2011

Postcard mailed January 35th Anniversary Reception in HamiltonRegional Member Meetings, November Member Brand Research Survey – added question on priority issues

2012 Summer Board Meeting - Session with Independent Seedsmen

Regional Member Meetings, November– lunch with younger/new members

2013

Electronic Survey on IPP - January 2013

Open House at Halifax AGM

Regional Member Meetings, November - Review strategic plan and AGM changes, - Do table “focus groups” during lunch

Email reports to members from the Board

2014

Add activities based on November 2013 focus groups AGM, July in Regina Regional Member Meetings, November Email reports to members from the Board Presentations to Provincial Seed Growers’ AGMs

2015

AGM, July in Montreal

Email reports after Board meetings

Regional Member Meetings, November

2016 40 Anniversary Event AGM in Manitoba

Email reports after Board meetings Regional Member Meetings, November Member Survey at Member Meetings

2017 AGM Podcast Email reports after Board meetings Focus Group Regional Member Meetings, November

2018

AGM Survey Email reports after Board meetings Regional Member Meetings, November

2019 AGM Email reports after Board meetings Regional Member Meetings, November


Policy Name: Board Planning Cycle and Agenda Control Number: GP-12 Policy Type: Governance Process

Policy Last updated Fall 2016

GP-12.1

To accomplish its job products with a governance style consistent with Board policies, the Board will follow an annual agenda which (a) completes a re-exploration of Ends policies annually and (b) continually improves Board performance through Board education and enriched input and deliberation. Accordingly, 1. The Board shall maintain control of its own agenda by reviewing each

year at the summer meeting, the Board Planning Cycle (GP-12.3) which includes, but is not limited to:

1.1 Considered review of the Ends in a timely fashion which allows the

General Manager to build a budget.

1.2 Consultations with selected groups in the ownership, or other methods of gaining ownership input.

1.3 Scheduled time for education related to ends determination (for

example, presentations relating to the external environment, demographic information, exploration of future perspectives which may have implications, presentations by advocacy groups, and staff).

1.4 Scheduled time for monitoring of the Board’s own compliance with its

Governance Process policies, and for review of the policies themselves.

1.5 Scheduled time for monitoring compliance by the General Manager

with Executive Limitations and Ends policies, and for review of the policies themselves. Monitoring reports will be provided and read in advance of the Board meeting, and discussion will occur only if reports show policy violations, if reports do not provide sufficient information for the Board to make a determination regarding compliance, or if policy criteria are to be debated.

…/continued

Policy Name: Board Planning Cycle and Agenda Control Number: GP-12 (continued)


GP-12.2

1.6 Scheduled time for education about the process of governance.

2. Based on the Board Planning Cycle, the Board delegates to the Chair the authority to fill in the details of the meeting content. The detailed agenda shall be prepared jointly by the Board Chair and the General Manager. Potential agenda items shall be carefully screened to ensure that they relate to the Board’s job description rather than simply reviewing staff activities. Screening questions shall include:

2.1 Clarification as to whether the issue clearly belongs to the Board or

the General Manager. 2.2 Identification of what category an issue relates to – Ends, Executive

Limitations, Governance Process, or Board-General Manager Relationship.

2.3 Review of what the Board has already said in this category, and

how the current issue is related. 3. Throughout the year, the Board will attend to Consent Agenda items as

expeditiously as possible. When an item is brought to the Board via the Consent Agenda, provided that compliance with all of the criteria in Executive Limitations has been demonstrated, the Board will not discuss the item prior to approval. An exception will be made only if a majority of the Board votes to remove the item from the Consent Agenda for discussion.


GP-12.3

Board Planning Cycle and Agenda Control

Linkage to Ownership

Ends Policy

Board-GM Linkage

Executive

Limitations

Board Operations

Board

Education

Summer 1 ½ days

Actual Annual Meeting

Review the Board Linkage Plan

Education/discussion regarding Ends items

Monitoring Budget

Planning Cycle (including meeting dates and locations)

Board Self Evaluation

SR&ED Committee Report

As prioritized in the vision document:

“SeCan Board of Directors Issues Summary”

Summer (new Board after Annual Meeting)

Plan ownership linkage strategy.

Sign the Confidentiality Agreement

Elect Chair and Vice-Chair

Appoint: a) Nominating Committee b) General Manager

Recruitment & Treatment of Staff Committee

c) Asset Protection Monitoring Committee

d) SR&ED Committee

Fall 2 days

Annual Meeting Planning (location & dates)

Address Resolutions passed at the AGM

Education/discussion regarding Ends items

Every third year Review Manual (next done in 2020)

Every third year Review Manual (next done in 2016) Monitoring

Review Potential Director nominees for next AGM and review the Director Nominee Acceptance Form

By-Law Review

Compile list for Direct Inspection of Evidence by Auditors

Review Member Agreement

Winter 2 ½ days

Reports from Directors on Regional Meetings and Membership Linkage in Their Area

Annual Meeting Planning

Review the Ends

Ends Monitoring Report by General Manager

General Manager Evaluation

Monitoring

Review the Strategic Plan and set fund limits

Every third year Review Manual (next done in 2018)

Audit Committee Duties

Auditor Report and Direct Inspection of Evidence by Auditors


Policy Name: Governance Succession Number: GP-13 Policy Type: Governance Process

February 2005 (Replaces: Feb. 2004)

GP-13.1

In keeping with the Board’s commitment to excellence in governance, the Board shall strive to solicit for positions on the Board candidates who have characteristics that will enable them to govern, not to manage, the organization. These characteristics include: 1. Commitment to linking with the ownership. Understanding that they stand

in for an ownership of diverse people; willing to actively seek to access and understand that diversity.

2. Ability to think in terms of systems and context – to see the big picture. 3. Interest in and capability to discuss the values underlying the actions

taken in the organization, and to govern through the broader formulations of these values.

4. Ability and willingness to deal with vision and the long term, while

delegating operational and day-to-day details to others. 5. Ability and willingness to participate in discussion and express opinions in

a concise, focused and constructive way, while respecting the opinions of others.

6. Willingness and commitment to honour Board decisions. 7. Commitment not to make judgements in the absence of previously stated

criteria. 8. Willing to support the Ends of SeCan and believe in developing a strong

national association. 9. Willing to have an open mind and to challenge the status quo. 10. Actively involved in and knowledgeable about the seed industry.

…/continued

Policy Name: Governance Succession (continued) Number: GP-13


GP-13.2

11. Ability and willingness to accept a leadership role. 12. Willingness to devote the necessary time to the task (at least 10 days per

year) and willingness to travel. 13. Willingness to participate actively in development of policies through the

democratic process.

Monitoring Method1. Each Director will sign a Director Nominee Acceptance form prior to being elected.


Policy Name: General Executive Constraint Number: EL-1 Policy Type: Executive Limitations

Summer 2017 (Replaces: Summer 2009)

EL-1.1

The General Manager shall not cause or allow any practice, activity, decision or organizational circumstance which is either imprudent, unlawful, or in violation of commonly accepted business and professional ethics. Without limiting the scope of the above by the following list, and as per By-Law 17:00 the Board permits: In the event of a short-term absence, the General Manager may designate signing authority, in writing, to the alternative designated signing authority, as approved by the board, for a period not exceeding 30 consecutive days. The Chair and Vice-Chair are to be notified, in writing, when signing authority is delegated.

Monitoring Method1. The General Manager will provide a report to the Board annually at the

Summer meeting on this policy.


Policy Name: PLANNING Number: EL-2 Policy Type: Executive Limitations

Policy Last updated March 2015

EL-2.1

Planning for the future shall not deviate materially from Board Ends priorities, risk fiscal jeopardy, nor risk the ability to achieve Ends in the future. Without limiting the scope of the above by the following list, the General Manager shall not: 1. Permit budgeting any fiscal year or the remaining part of any fiscal year that

deviates materially from Board Ends priorities, risks fiscal jeopardy, deviates from Board determined fund levels (Unrestricted Fund, Restricted Contingency Fund, Restricted Research Fund), or is not derived from a multi-year budget.

2. Permit budgeting that contains too little information to enable credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions.

3. Permit budgeting that provides less than adequate funds per annum for Board budgeted activities and expenses.

4. Permit budgeting that endangers the fiscal soundness of future years or ignores the building of organizational capability sufficient to achieve ends in future years.

5. Permit planning that is inconsistent with the Strategic Plan or omits regular analysis of strengths, weaknesses, opportunities and threats, including environmental issues, analysis of the projected importance of each crop to SeCan’s members’ profitability, and assessment of the appropriate amount of research investment necessary to achieve Ends in future years.

/continued


Policy Name: PLANNING Number: EL-2 Policy Type: Executive Limitations

Policy Last updated March 2015

EL-2.2


The General Manager will provide a report on compliance with this policy annually at the Fall meeting.


Policy Name: Reserve Fund Policy Number: EL-3 Policy Type: Executive Limitations

July 2014 Replaces: December 2013

EL-3.1

The General Manager shall not manage the reserve funds in a way that risks fiscal jeopardy or is inconsistent with meeting the Ends of the organization. Accordingly, he or she shall not: 1 Be without a Strategic Plan that justifies that reserve funds are appropriate to

meeting organizational ends.

2 Maintain a larger “Unrestricted Fund” than is reasonably expected to be necessary to meet the budgeted operating requirements of the organization.

3 Be without an appropriate on-going restricted “Contingency Fund” based on a

detailed analysis of the operational risks facing the organization.

4 Be without a restricted “Research Fund” which: 4.1 Is sustainable over a minimum 10 year time horizon; 4.2 Is drawn upon strictly for the purpose of maintaining an on-going flow of

desirable varieties for members; 4.3 Does not deviate materially from the Strategic Plan;

4.4 Is used to invest only after using stringent methods of evaluating and

prioritizing new research investment opportunities to ensure maximum success for members.

Monitoring Method1. The General Manager will report on compliance with this policy at the Fall

meeting.

2. The SRED Committee will conduct a direct inspection and report on the General Manager’s compliance with point 4 of this policy at the Summer meeting.


Policy Name: Reserve Fund Policy Number: EL-3 Policy Type: Executive Limitations

July 2014 Replaces: December 2013

EL-3.1

3. The Board will review the balance of the Unrestricted and Restricted funds against the Strategic Plan and reallocate if necessary at the Winter Board meeting (See GP-3 Board Job Contributions).


Policy Name: Financial Condition Number: EL-4 Policy Type: Executive Limitations


EL-4.1

With respect to the organization's financial health, the General Manager will not cause or allow the development of fiscal jeopardy or expenditures which deviates materially from the Ends. Accordingly, he or she shall not: 1. Allow cash to drop below the amount needed to settle payroll and debts in a

timely manner. 2. Expose the organization to potential significant liability without appropriate credit

checks.

3. Allow tax payments or other government-ordered payments or filings to be overdue or inaccurately filed.

4. Make financial investments of the Unrestricted Fund that are not diversified to

preserve capital, optimize liquidity and maximize return. Nor shall they:

4.1 Keep investments that are not accessible within one year.

4.2 Make investments other than the following:

• Government of Canada or Federal Government guaranteed investments (e.g. Farm Credit Corp, Canada Mortgage and Housing and CDIC backed);

• Provincial Government or Provincial Government guaranteed investments (e.g. Municipalities, Cities);

• Investments guaranteed by any Canadian Financial Institution with a Moody’s A1 (or equivalent) rating or better.

4.3 Fail to stagger investment maturity dates to meet cash flow requirements, minimize risk and optimize return.

.../continued

Policy Name: Financial Condition (continued) Number: EL-4


EL-4.2

5. Make financial investments of board Restricted Contingency Fund that are not

diversified to preserve capital, optimize liquidity and maximize return. Nor shall they:

5.1 Invest more than 40% of the fund for a term longer than 5 years.

5.2 Make investments other than the following:




5.3 Fail to stagger investment maturity dates to meet contractual obligations,

minimize risk and optimize return.

5.4 Invest more than 30% of the fund in any one financial institution as described in 5.2.

6. Make financial investments of board Restricted Research Fund that are not

diversified to preserve capital, optimize liquidity and maximize return. Nor shall they:

6.1 Invest more than 50% of the fund for a term longer than 5 years.

6.2 Make investments of less than 60% of the fund in other than the following

(safety allocation):




6.3 Make investments of greater than 20% of the fund in other than the

following (fixed income allocation);

Policy Name: Financial Condition (continued) Number: EL-4


EL-4.3

• A diversified portfolio of debt instruments issued by Canadian and non-Canadian governments, corporations and financial institutions with a weighted minimum average credit rating of A.

6.4 Make investments of greater than 20% of the fund in other than the

following (equity allocation);

• A diversified equity portfolio of Canadian and/or non-Canadian corporations.

6.5 Fail to stagger investment maturity dates to meet contractual obligations, minimize risk and optimize return.

6.6 Invest more than 30% of the portfolio in any one financial institution as

described in 5.2. 7. Be without a written agreement between the Association and the fund manager

that requires compliance with SeCan investment policy as outlined in EL-4 points 4, 5 and 6.

8. Allow the Board to be uninformed of the ongoing financial condition of the organization with respect to operational income and expenses relative to budget,

investment profile, investment income and relative investment performance.

Monitoring Method1. SeCan's auditors will report on point 3 at the end of each fiscal year.

2. The General Manager will provide a detailed report on all items in EL-4 to the

Board annually at the Winter meeting.

3. The General Manager will provide a report on point 8 at each Board meeting.


Policy Name: Asset Protection Number: EL-5 Policy Type: Executive Limitations


EL-5.1

The General Manager will not allow assets to be inadequately protected or maintained nor unnecessarily risked. Accordingly, he or she will not: 1. Fail to insure against theft and casualty losses to at least 80% replacement

value and against liability losses to Board members, staff or the organization itself in an amount greater than the average for comparable organizations but not less than $5,000,000.

2. Allow non bonded personnel access to material amounts of funds. 3. Subject capital assets to improper wear and tear or insufficient maintenance. 4. Unnecessarily expose the organization, its Board or staff to claims of liability. 5. Make any purchase or enter into any contract:

Wherein normally prudent protection has not been given against conflict of interest.

For Assets:

Of over $10,000 without a stringent method of assuring the balance of long term cost, value and quality.

For Seed Multiplication Contracts or Market Development contracts:

Without a stringent method of assuring the balance of long

term cost and quality.

Policy Name: Asset Protection (continued) Number: EL-5


EL-5.2

6. Fail to protect intellectual property, information and files from significant damage or unauthorized release to third parties. This includes, but is not limited to electronically stored information.

7. Fail to have a comprehensive plan to continually enhance and protect the

SeCan brand. 8. Receive, process or disburse funds under controls which are insufficient to

meet the Board-appointed auditors’ standards. 9. Receive, process or disburse funds electronically without procedures and

controls that prevent financial loss or misallocation. 10. Invest or hold short-term working capital in insecure instruments, including

uninsured chequing accounts or in non-interest bearing accounts except where necessary to facilitate ease in operational transactions.

11. Acquire, encumber or dispose of real estate without the approval of the

Board. 12. Encumber any current or future variety licenses. 13. Endanger the organization's public image or credibility, particularly in ways

that would hinder its accomplishment of mission. 14. Allow the Association to be without adequate product errors and omissions

insurance coverage that protects Directors, Officers and the Association.

Monitoring Method1. Internal Report: The General Manager will provide a Report on compliance

with this policy annually at the Fall meeting.

2. Direct Inspection: The Asset Protection Monitoring Committee will report to the Board the findings of both internally and externally conducted audits every three years except for the first two years following the appointment of a new General Manager when this Committee will report annually.

Note: See GP-6 Committee Structure for Details on the Asset Protection Monitoring Committee.

3. Direct Inspection: A qualified third-party will report to the Board the findings of an Information Technology Security Audit, on point 6 of this Policy, every two years at the Fall meeting.


Policy Name: Emergency Executive Succession Number: EL-6 Policy Type: Executive Limitations

Summer 2017 (Replaces: Fall 2005)

EL-6.1

In order to protect the Board from sudden loss of the General Manager's services, the General Manager will not have fewer than two additional staff members familiar with Board and General Manager issues and processes and one staff member prepared to be the alternative designated signing authority.


The General Manager will report annually to the Fall Board of Directors meeting on which staff members are familiar with each of his various responsibilities and which staff member is proposed as the alternative designated signing authority.


Policy Name: Treatment of Staff Number: EL-7 Policy Type: Executive Limitations

Policy Last updated Winter 2018 EL-7.1

With respect to treatment of paid and volunteer staff, the General Manager shall not cause or allow working conditions which are unfair, undignified, or unsafe. Further, without limiting the scope of the above statement by the following list, the General Manager shall not: 1. Operate without written human resources procedures which clarify

expectations and working conditions for staff, provide for effective handling of grievances, and protect against wrongful conditions.

2. Operate without a performance management plan for employees, which

include annual evaluations and development plans.

3. Discriminate against any staff member for expressing an ethical dissent internally.

4. Prevent staff from appealing to the Board when:

(a) internal grievance procedures have been exhausted; and (b) employee alleges either:

(i) that Board policy has been violated to his or her detriment, or (ii) that Board policy does not adequately protect his or her human

rights.

5. Fail to acquaint staff with their rights under this policy.

Monitoring Method

1. This policy will be monitored by the Chair through Direct Inspection and reported annually at the Fall meeting. The Chair will email each employee; employees will be instructed to acknowledge receipt and reply with any concerns via email, phone, or mail directly to the Chair.

2. The General Manager will provide a report annually at the Fall meeting on compliance with this policy.


Policy Name: Compensation and Benefits Number: EL-8 Policy Type: Executive Limitations


EL-8.1

With respect to employment, compensation and benefits to employees, consultants, contract workers and volunteers, the General Manager will not jeopardize the fiscal integrity or public image of the corporation. Accordingly, he or she will not: 1. Promise or imply permanent or guaranteed employment. 2. Establish current compensation and benefits which: 2.1 Deviate materially from the geographic or professional market for the

skills employed. 2.2 Create obligations over a longer term than revenues can be safely

projected, in no event longer than one year and in all events subject to losses of revenue.

3. Establish or change pension benefits so the pension provisions: 3.1 Cause unfunded liabilities to occur or in any way commit the

organization to benefits which incur unpredictable future costs. 3.2 Provide less than some basic level of benefits to all full time

employees, though differential benefits to encourage longevity in key employees are not prohibited.

3.3 Allow any employee to lose benefits already accrued from any

foregoing plan.

3.4 Treat the General Manager differently from other comparable key employees.

3.5 Are instituted without prior monitoring of these provisions.

…/continued

Policy Name: Compensation and Benefits (continued) Number: EL-8


EL-8.2

4. Compensate him or herself other than as authorized in writing by the Board of Directors.

5. Fail to supply to the each director a copy of the current SeCan Staff Expense

Policy with any changes made in the past 12 months noted. This is for the sole purpose of establishing the General Manager’s Expense Account Policy.

Monitoring Method1. SeCan’s auditors will include a report on items 3 and 4 of the policy in their

regular report.

2. Annually, at the first Board of Directors meeting following year end, the General Manager will report to the Board on this policy including any unfunded liabilities in staff compensations and benefits in dollar amounts.


Policy Name: Communication and Support to the Board Number: EL-9 Policy Type: Executive Limitations


EL-9.1

With respect to providing information and counsel to the Board, the General Manager will not permit the Board to be uninformed. Accordingly, he or she will not: 1. Neglect to submit monitoring data required by the Board (see policy BG-5

Monitoring General Manager Performance) in a timely, accurate and understandable fashion, directly addressing provisions of the Board policies being monitored.

2. Let the Board be unaware of relevant trends, anticipated adverse media

coverage, material external and internal changes. 3. Fail to advise the Board if, in the General Manager's opinion, the Board is

not in compliance with its own policies on governance process and Board staff relationship, particularly in the case of Board behaviour which is detrimental to the work relationship between the Board and the General Manager.

4. Fail to make available to the Board adequate information to support

informed Board choices, including relevant environmental scanning data, a representative range of staff and external points of view, significant issues or changes within the external environment which may have a bearing on any existing Board policies, along with alternative choices and their respective implications.

5. Present information in unnecessarily complex or lengthy form. 6. Fail to provide a mechanism for official Board, officer or committee

communications.

…/continued

Policy Name: Communication and Support to the Board Number: EL-9 (continued)


EL-9.2

7. Fail to deal with the Board as a whole except when:

Fulfilling individual requests for information. Responding to officers or committees duly charged by the Board.

8. Fail to report in a timely manner an actual or anticipated non compliance with any

policy of the Board. 9. Fail to report in a timely manner any legal action being taken against SeCan and/or

the Board of Directors.

10. Release formal Position Statements of the Association without providing such statements to the Board in advance.

11. Fail to notify the Board disciplinary action has been taken against a SeCan Member.

12. Fail to notify the Chair, in a reasonable time, that discipline will take place against a SeCan Member.


The General Manager will provide a Report on the above policy annually at the Fall meeting except for the first two years following the appointment of a new General Manager when the General Manager will provide a Declaration of Compliance to each Board meeting.

2.

The General Manager will provide feedback on point 3 to the Meeting Monitor after each Board meeting by completing the General Manager Governance Feedback form.


Policy Name: Treatment of Members Number: EL-10 Policy Type: Executive Limitations

July 2009 (Replaces: February 2005)

EL-10.1

The General Manager shall not cause or allow conditions, procedures, circumstances or decisions that are unsafe, disrespectful, unnecessarily intrusive, that fail to provide adequate confidentiality or privacy, or that otherwise jeopardize the quality of service to members. Further, without limiting the scope of the above statement by the following list, the General Manager shall not: 1. Fail to ensure that member confidentiality is respected and maintained.

1.1 Use forms or procedures that elicit information for which there is no clear necessity.

1.2 Use methods of collecting, reviewing, storing or transmitting client

information that fail to protect against improper access to the information elicited as required by provincial and federal (PIPEDA) privacy legislation.

2. Fail to establish with members a clear understanding of what may be

expected and what may not be expected from the service offered. 3. Be without a realistic member disciplinary plan. Accordingly, he or she will

not be out of compliance with the By-Laws and/or the SeCan Member Agreement.

…/continued

Policy Name: Treatment of Members Number: EL-10 (continued)

July 2009 (Replaces: November 2005)

EL-10.2

4. Engage SeCan in Certified seed sales in a manner which competes directly with members.

5. Permit varieties to be released in a way which is unfair, unstructured, or

inconsistent with SeCan’s Ends.

Monitoring Method

1. The General Manager will report to the Board annually at the Summer meeting on this policy.


Policy Name: Ownership of Member Agreement Number: EL-11 Policy Type: Executive Limitations


EL-11.1

When providing support to the Board in the development or amendment of the Member Agreement or By-Laws, the General Manager shall not propose amendments inconsistent with the initial direction of the Board or the ability to achieve the Ends, nor implement amendments prior to the final approval by the Board. Further, without limiting the scope of the above statement by the following list, the General Manager shall not: 1. Let the Board be unaware of the need for changes to the Member Agreement. 2. Have a US Member Agreement that’s materially different from the Canadian

Member Agreement.

3. Initiate amendments to Member Agreement or By-Laws without involving the Board in the initial discussion of options, nor continue the development or amendment of the Member Agreement or By-Laws in a direction inconsistent with that specified by the Board.

4. Pursue amendments to Member Agreement or By-Laws without engaging

appropriate legal advice as required. 5. Neglect to obtain input from the diverse perspectives of the membership regarding

issues that affect them as part of the process of proposing amendments. 6. Let the Board be unaware if there are any changes in the assumptions under which

the initial position was developed, or if there are legal or governmental obstacles to proceeding with that position.

.../continued

Policy Name: Ownership of Member Agreement Number: EL-11 (continued)


EL-11.2

7. Implement amendments prior to approval by the Board on the Required Approvals

Agenda. 8. Let the Board be without a cumulative record of Board decisions regarding positions

during development or amendment of the Member Agreement.

Monitoring Method

1. The General Manager will report to the Board annually at the Winter meeting on this policy.


Policy Name: Global Board-General Manager Relationship Number: BG-1 Policy Type: Board-General Manager Relationship


BG-1.1

The Board’s sole official connection to the operational organization, its achievements and conduct will be through the General Manager.


Policy Name: Unity of Control Number: BG-2 Policy Type: Board-General Manager Relationship


BG-2.1

Only officially passed motions or recorded decisions of the Board are binding on the General Manager. Accordingly: 1. Decisions or instructions of individual Board members, officers, or

committees are not binding on the General Manager except in rare instances when the Board has specifically authorized such exercise of authority.

2. In case of Board members or committees requesting information or

assistance without Board authorization, the General Manager can refuse such requests that require, in the General Manager’s opinion, a material amount of staff time or funds or are disruptive.

3. Only the Board acting as a body can employ, terminate, discipline, or

change the conditions of employment of the General Manager.


Policy Name: Accountability of the General Manager Number: BG-3 Policy Type: Board-General Manager Relationship


BG-3.1

The General Manager is the Board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the General Manager. Accordingly: 1. The Board will never give instructions to persons who report directly or

indirectly to the General Manager. 2. The Board will refrain from evaluating, either formally or informally, any staff

other than the General Manager. 3. The Board will view General Manager performance as identical to

organizational performance, so that organizational accomplishment of Board stated Ends and compliance with Executive Limitations will be viewed as successful General Manager performance. Therefore, the General Manager’s job contributions shall be accomplishment of the Ends while maintaining compliance with the Executive Limitations.


Policy Name: Delegation to General Manager Number: BG-4 Policy Type: Board-General Manager Relationship


BG-4.1

The Board will instruct the General Manager through written policies which prescribe the organizational Ends to be achieved and describe organizational situations and actions to be avoided, allowing the General Manager to use any reasonable interpretation of these policies. Accordingly: 1. The Board will develop policies instructing the General Manager to

achieve certain results, for certain recipients at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Ends policies.

2. The Board will develop policies which limit the latitude the General

Manager may exercise in choosing the organizational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations policies.

3. As long as the General Manager uses any reasonable interpretation of the

Board’s Ends and Executive Limitations policies, the General Manager is authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all activities.

4. The Board may change its Ends and Executive Limitations policies,

thereby shifting the boundary between Board and General Manager domains. By doing so, the Board changes the latitude of choice given to the General Manager. But as long as any particular policy is in place, the Board will respect and support the General Manager’s choices. This does not prevent the Board from obtaining information from the General Manager about the delegated areas, except for confidential data.


Policy Name: Monitoring General Manager Performance Number: BG-5 Policy Type: Board-General Manager Relationship


BG-5.1

Systematic and rigorous monitoring of General-Manager job performance will be solely against the only expected General Manager job outputs: organizational accomplishment of Ends and organizational operation within the boundaries established in Executive Limitations. 1. The purpose of monitoring is simply to determine the degree to which

Board policies are being fulfilled. Only information which does this will be considered to be monitoring. Monitoring will be as automatic as possible, using a minimum of Board time so that meetings can be used to create the future rather than to review the past.

2. A given policy may be monitored in one or more of three ways:

2.1 Internal report: Disclosure of compliance information by the General Manager along with his or her explicit interpretation of Board policy, and justification for the reasonableness of interpretation in a manner that is sufficiently clear, unbiased, and representative to cause a Board majority to be confident that a reasonable interpretation of Board policy has been achieved. (See point 3 below.)

2.1.1 “Clear”, means that the data is not submerged in

unnecessary incidental information or worded unclearly.

2.1.2 “Unbiased”, means that the integrity of the data must be demonstrable.

2.1.3 “Representative”, means that data is provided to monitor

the complete criterion, not just a part of it or a single implication of it.

…/continued

Policy Name: Monitoring General Manager Performance Number: BG-5 (continued)


BG-5.2

2.2 External Report: Discovery of compliance information by an impartial, external auditor, inspector, or judge who is selected by and reports directly to the Board. Such reports must assess executive performance only against policies of the Board, not those of the external party, unless the Board has previously indicated that party’s opinion to be the standard. The external party will first be provided with the General Manager’s explicit interpretation of the policy and justification for the reasonableness of interpretation. The report must assess the reasonableness of the interpretation of Board policy, and compliance with it.

2.3 Direct Board Inspection: Discovery of compliance information by a

Board member, a committee or the Board as a whole. This is a Board inspection of documents, activities or circumstances directed by the Board which allows a, “prudent person”, test of policy compliance, with access to the General Manager’s justification for the reasonableness of his/her interpretation. Such an inspection is only undertaken at the instruction of the Board, and with the General Manager’s knowledge.

3. In every case, the standard for compliance shall be any reasonable

General Manager interpretation of the Board policy being monitored. Where interpretation is necessary, the monitoring reports provided by the General Manager will include a description of his/her interpretation of the policy. The Board is the final arbiter of reasonableness but will always judge with a, “reasonable person”, test rather than interpretations favoured by Board members or even the Board as a whole.

4. Upon the choice of the Board, any policy can be monitored by any of the above methods at any time. For regular monitoring, however, each Ends and Executive Limitations policy will be classified by the Board according to frequency and method.

5. A formal evaluation of the General Manager by the Board will occur

annually at the Winter meeting, based on the achievement of the Board’s Ends policies and non-violation of its Executive Limitations policies. This formal evaluation will be conducted by cumulating the regular monitoring data provided during the year and the Board’s recorded acceptance or non-acceptance of the reports, and identifying performance trends evidenced by that data. (See next page, Monitoring Compliance Report.)


BG-5.3

(GM) MONITORING COMPLIANCE REPORT – SUMMER 2016 - WINTER 2017

Policy Name Page No.

Monitoring Method

No.Monitoring Method

Date Due

Received On Time

Interpretation (Yes or No)

Evidence (Yes or No)

Level of Compliance[1]

Changes Requested[2]

Mission E-1.2 1 Internal Report Winter 2017

General Executive Constraint EL-1.1 1 Internal Report Summer 2016 Y Y Y 1 N

Planning EL-2.2 1 Internal Report Fall 2016

Reserve Policy EL-3.1 1 Internal Report Fall 2016

Financial Condition EL-4.3

3 Internal Report

Summer 2016 Y Y Y 1 N

Fall 2016

Winter 2017

2 Internal Report Winter 2017

1 External Report Winter 2017

Asset Protection EL-5.2

1 Internal Report Fall 2016

2 Direct Inspection Summer 2019 Y Y Y 1 N

3 Direct Inspection Fall 2019

Emergency Executive Succession

EL-6.1 1 Internal Report Fall 2016

Treatment of Staff EL-7.1 2 Internal Report Fall 2016

1 Direct Inspection Fall 2016

Compensation and Benefits EL-8.2

2 Internal Report Winter 2017

1 External Report Winter 2017

Communication and Support to the Board

EL-9.2

1 Internal Report Fall 2016

2 Internal Report Summer 2016

Fall 2016 Winter 2017

Treatment of Members EL-10.2 1 Internal Report Summer 2016 Y Y Y 1 N

Ownership of Member Agreement

EL-11.2 1 Internal Report Winter 2017


BG-5.3

[1] Level of Compliance – See following page. [2] Changes Requested – See following page

General Manager’s Comments: __________________________________________________________________ __________________________________________________________________ __________________________________________________________________

[1] Level of Compliance:

Ratings for compliance are as follows:

1. Fully meets Board’s expectations and no changes are required. 2. Meets most of Board’s expectations but some minor changes are required as noted. 3. Does not meet Board’s expectations and major changes must be made as noted.

[2] Changes Requested:

Going forward it’s requested that for EL-2 Yearly Variance reports contains comments as opposed to the Quarterly variance reports and to have a more detailed evidence of the SWAT analysis that takes place during the year (strategic plan and Current Issues document).

SeCan Acronym Summary

AAFC Agriculture and Agri-Food CanadaABC Alberta Barley CommissionARIO Agricultural Research Institute of Ontario ASGA Alberta Seed Growers AssociationAWC Alberta Wheat CommissionAWSA Agri-chemical Wharehousing Standards AssocationBMBRI Brewing and Malt Barley Research InstituteCAAR Canadian Asssociation of Agri- RetailersCAMA Canadian Agri-Marketing Association CDC Crop Development CentreCEROM Centre for Grain Research - QuebecCFCRA Canadian Field Crops Research AllianceCFIA Canadian Food Inspection AgencyCIGI Canadian International Grains InstituteCMBTC Canadian Malt Barley Technical CentreCNMA Canadian National Millers AssociationCPTA Canadian Plant Technology AssociationCSGA Canadian Seed Growers AssociationCSI Canadian Seed InstituteCSTA Canadian Seed Trade AsssociationECORC Eastern Cereal and Oilseed Research Centre (Ottawa)FPCCQ Federation of Commercial Crop Producers of Quebec GFO Grain Farmers of Ontario (Guelph)IP Identity PreservedIPR Intellectual Property RightsKCAT Kemptville College of Agricultural Technology (U of G)MPGA Manitoba Pulse Growers AssociationMSGA Manitoba Seed Growers AsssociationMTWS Midge Tolerant Wheat Stewardship Team NDSU North Dakota State UniversityNLARS New Liskeard Agricultural Research Station (U of G)NSERC National Science and Engineering Research CouncilOABA Ontario Agri-Business AssociationOCCC Ontario Cereal Crops CommitteeOOPSCC Ontario Oil and Protein Seed Crop CommitteeOSGA Ontario Seed Growers AssociationPGDC Prairie Grain Development CommitteePOBC Prairie Oat Breeding ConsortiumRCAT Ridgetown College of Agricultural Technology (U of G)SARM Sask Association of Rural MunicipalitiesSPG Sask Pulse GrowersSSGA Saskatchewan Seed Growers AssociationWGRF Western Grains Research FoundationWPB Western Plant Breeders

SeCan Member Agreement - Revised July 2013

SeCan Member Agreement

(Canada)

BETWEEN:

SECAN ASSOCIATION, an association incorporated under the laws of Canada, 400 – 300 Terry Fox Drive, Kanata, ON K2K 0E3

Fax No. (613) 592-9497

(hereinafter called “SeCan”)

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________________________________________________________________ Name

________________________________________________

Address

Fax No. _________________

(hereinafter called the “Member”) WHEREAS SeCan holds various rights with respect to the SeCan Varieties and related seed technologies. AND WHEREAS SeCan may grant to the Member, from time to time, rights to acquire, grow, market, distribute or sell Seed of one or more SeCan Varieties, on and subject to the terms and conditions of this Agreement. NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), SeCan and the Member hereby covenant and agree as follows:

ARTICLE 1 - INTERPRETATION Definitions 1.01 In this Agreement, except as otherwise expressly provided or as the context otherwise requires:

“Agreement” means this agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto, including where the context permits, the Supplementary Agreements. “Authorization to Assign a Crop Certificate” means the form (Form 179) signed by both the grower and another party (e.g., contractor) which authorizes the CSGA to issue a Crop Certificate to the other party instead of to the grower of the crop. “Business Day” means any day, other than Saturday, Sunday or any statutory or bank holiday in the Province where the Member resides, if an individual, or where its principal place of business is located, if other than an individual.

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SeCan Member Agreement – Revised July 2013

“Canada Seeds Act and Regulations” means the Canadian legislation that covers all pedigreed seed certification, as such legislation is amended from time to time and in force and effect. “Certified Seed” means the approved progeny of Breeder, Select, Foundation or Registered Seed produced by Seed Growers and so managed to maintain varietal identity and purity. It is the Class of seed recommended for commercial crop production and graded by CFIA accredited graders under the Canada Seeds Act and Regulations. “CFIA” means Canadian Food Inspection Agency. “Class” (of seed and seed crop) refers to the generations of Pedigreed Seed and Seed crops, such as Breeder, Select, Foundation, Registered and Certified which have met the standards prescribed by recognized Seed and Seed crop certification agencies. “Commencement Date” has the meaning assigned thereto in section 2.01 of this Agreement. “Common Seed” means non-Pedigreed Seed. “Crop Certificate” means a document issued by the CSGA which certifies that the crops identified have met the CSGA standards for the Class of crop designated. “CSGA” means the Canadian Seed Growers’ Association. “Member Handbook” means SeCan’s member handbook in effect from time to time during the currency of this Agreement. “Party” means a party to this Agreement and “Parties” means two or more of them, as the context suggests. “Pedigreed Seed” means Seed recognized as having pedigreed status when derived from a pedigreed crop. “Person” means an individual, a corporation, a partnership, a trustee, any unincorporated organization or any other entity. “Plant Breeders’ Rights” means Canadian legislation, enacted in 1990, as amended from time to time and in effect, that allows plant breeders, recognized as such by the Plant Breeders’ Committee of the CSGA and the CSGA Board of Directors, to legally protect their new varieties of plants, for up to 18 years, through exclusive rights respecting multiplication and sale and provides a legal basis for compensation for the use of a cultivar by others. “SeCan By-Laws” means the by-laws of SeCan, including any Rules and Procedures established by SeCan for SeCan Members, as are in force and effect from time to time during the currency of this Agreement. “SeCan Members” means members of SeCan from time to time. “SeCan Varieties” means those varieties of Seeds and related Seed technologies in which SeCan from time to time holds various rights, including rights of planting, reproduction, propagation, multiplication, promotion, marketing, licensing or sub-licensing, distribution, disposal, selling or offering to sell and “SeCan Variety” means one such variety. “Seed” means any seed or grain, whether or not of pedigreed status, which is planted for the purposes of growing a crop for any subsequent use. “Seed Grower” (pedigreed) means a Person who applies for the inspection of a crop offered for pedigree, grows the crop in accordance with the Canadian Regulations for Pedigreed Seed Crop Production of the CSGA and who accepts full responsibility for the production and management of the seed crop and all related financial obligations.

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“Stock Seed” means Seed used to produce a crop eligible for pedigreed status. “Supplementary Agreement” means any agreement entered into from time to time between SeCan and the Member prior to (where this Agreement specifies that such prior agreements are or are deemed to be Supplementary Agreements) pursuant to or in conjunction with or ancillary to this Agreement, including variety licenses and release agreements, contract multiplication agreements, restrictions on Certified Seed or Stock Seed sales, or any other supplementary agreements, including those related to specific technologies, traits, and the management or stewardship thereof. “Term” means the Initial Term and any applicable Renewal Term, as such terms are defined in and provided for under Article 2 hereof. Principles of Interpretation 1.02 In this Agreement:

(a) Consent – Whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

(b) Currency – Unless otherwise specified, all references to money amounts are to lawful currency of Canada.

(c) Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein.

(d) Headings – Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(e) Including – Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

(f) No Strict Construction – The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(g) Number and Gender – Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(h) Severability – If, in any jurisdiction, any provision of this Agreement is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction.

(i) Statutory references – A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation.

(j) Time – Time is of the essence in the performance of the Parties’ respective obligations hereunder.

(k) Time Periods – Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

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Existing Agreement and Supplementary Agreements

1.03 If the Member who is entering into this Agreement is a party to an existing Variety Propagation and Distribution Agreement with SeCan (the “Existing Agreement”), this Agreement is intended to replace the Existing Agreement, which shall terminate as at the Commencement Date. Notwithstanding the termination of the Existing Agreement, the rights, privileges, obligations, responsibilities and liabilities of SeCan and the Member under the Existing Agreement for the period preceding the Commencement Date shall survive such termination and continue. Furthermore, notwithstanding the termination of the Existing Agreement, all Supplementary Agreements in force and effect between SeCan and such Member as at the Commencement Date shall remain in force and effect (unless otherwise terminated in accordance with their terms) and are not intended to be terminated or replaced by this Agreement. They shall instead be deemed to constitute Supplementary Agreements to be read and applied in conjunction with the Existing Agreement, as they pertain to the period preceding the Commencement Date, and in conjunction with this Agreement, as they pertain to the period from and after the Commencement Date. Effective from and after the Commencement Date, any reference, express or implied, to the Existing Agreement in such Supplementary Agreements shall be deemed to be a reference to this Agreement.

Entire Agreement

1.04 This Agreement, together with the Supplementary Agreements, constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations, letters of intent, term sheets and discussions, whether oral or written, binding or non-binding and signed or unsigned. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties, in connection with the subject matter of this Agreement and the Supplementary Agreements.

SeCan By-Laws and Member Handbook 1.05 The Member shall at all times comply with the SeCan By-Laws and the Member Handbook. Conflicts 1.06 In the case of any conflict between the provisions of the SeCan By-Laws and this Agreement, such that their respective provisions cannot co-exist, then the SeCan By-Laws shall prevail. In the event of any conflict between the provisions of the SeCan By-Laws and the Member Handbook, such that their respective provisions cannot co-exist, the SeCan By-Laws shall prevail. In the event of any conflict between the provisions of this Agreement and the Member Handbook such that their respective provisions cannot co-exist, this Agreement shall prevail. In the event of a conflict between the provisions of this Agreement and a Supplementary Agreement such that their respective provisions cannot co-exist, this Agreement shall prevail.

ARTICLE 2 - TERM

Initial Term 2.01 This Agreement shall commence on the date it is signed by SeCan (the “Commencement Date”) and shall remain in force until December 31 of the year in which the Commencement Date occurs (the “Initial Term”), unless terminated pursuant to the provisions of Article 8 hereof (Termination). Renewal Term 2.02 This Agreement shall be automatically renewed for successive one (1) year terms (each a “Renewal Term”) commencing on January 1 of the year immediately following the Initial Term on the same terms and conditions contained herein unless:

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(a) this Agreement is terminated pursuant to the provisions of Article 8 hereof (Termination); or

(b) either Party provides sixty (60) days notice as per Article 11 (Notices and Notification) prior to

the date of expiration of the Initial Term or any Renewal Term, as the case may be, of that Party’s unconditional intention to terminate this Agreement.

ARTICLE 3 – FEES, ROYALTIES AND LEVIES Initial and Annual Membership Fee 3.01 The Member shall pay to SeCan an initial membership fee with its application for membership in SeCan and thereafter, in each and every year of the Term, an annual membership fee payable in such amount and at such times as determined by SeCan in each such year. Royalties and Levies 3.02 The Member shall pay to SeCan when due such fees, royalties, levies, assessments, license fees and all other amounts, including all taxes applicable thereto, as may be determined from time to time by SeCan and communicated to the Member (either via SeCan’s website or by Supplementary Agreements or written correspondence with the Member) on all sales or own use by the Member of Seed of SeCan Varieties sold or produced by the Member during the Term in such regions as authorized by SeCan hereunder together with payments for Stock Seed and costs relating to promotional and marketing materials and activities as may be agreed to from time to time during the Term by SeCan and the Member. Taxes 3.03 The Member agrees to pay to SeCan all Federal and Provincial taxes, including sales taxes, goods and services taxes and value added taxes, however described, applicable to all fees, royalties, levies, assessments, license fees and all other amounts payable by the Member to SeCan under this Agreement. Interest on Overdue Amounts 3.04 Any amounts payable by the Member to SeCan under this Agreement which are not paid when due shall bear interest at the rate of two percent (2%) per month calculated daily from the due date and compounded monthly until paid. No Set-off 3.05 Notwithstanding any other provision of this Agreement, any amounts payable to SeCan by the Member under this Agreement is unconditional and non-cancellable. Further, the Member shall not have the right of set-off, deduction or counter-claim against any such amounts.

ARTICLE 4 - MEMBER RIGHTS AND RESPONSIBILITIES License 4.01 SeCan may, by written authorization, license the Member, on a non-exclusive basis (or exclusive basis if so set forth in such written authorization in respect of a particular SeCan Variety), to sell and to produce Seed of SeCan Varieties in such regions as are set forth in such written authorization. Such written authorization may be given generally to all SeCan Members in respect of “general release” SeCan Varieties approved for sale by the Member in its authorized regions or it may be given specifically to the Member in respect of a particular SeCan Variety. The Member shall respect and abide by the rights held by SeCan in the SeCan Varieties, including the right to collect fees and royalties. Any license granted by SeCan to the Member under this Agreement and the

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continuation of such license shall be subject always to the terms and conditions of this Agreement, SeCan’s written authorization referred to above, any terms and conditions imposed by SeCan upon the granting of such license, the terms and conditions and continuation of the license between SeCan and the holder of rights to a SeCan Variety, Plant Breeders’ Rights applicable to such SeCan Variety and the payment of all royalties, fees, levies, license fees and all other charges levied by SeCan in connection with such SeCan Variety. Termination of License and Amendment of Agreement 4.02 The Member acknowledges that any license granted to the Member under section 4.01 above may be terminated by SeCan in accordance with the provisions of Article 8 (Termination). The Member further acknowledges and agrees that if the terms or conditions of the license between SeCan and the holder of rights to a SeCan Variety are varied or amended necessitating in SeCan’s opinion, acting reasonably, an amendment to this Agreement, then this Agreement shall be amended by Supplementary Agreement between SeCan and the Member to reflect such change in the terms or conditions applicable to such SeCan Variety. Further Licensing Prohibited 4.03 The Member shall not grant any sublicenses with respect to any SeCan Varieties without the prior written consent of SeCan which consent may be arbitrarily withheld. Seed Growers 4.04 SeCan hereby authorizes a Member to contract with Seed Growers to grow Seed of SeCan Varieties. Such contract shall be subject always to the terms and conditions of this Agreement, any special terms and conditions as may be imposed by SeCan upon the Member relating to the growing of Seed of such SeCan Varieties, the terms and conditions and continuation of the license between SeCan and the holder of rights to such SeCan Varieties and the Plant Breeders’ Rights applicable to any such SeCan Varieties. The Member shall ensure, in conjunction with any contract entered into with a Seed Grower who is not a SeCan Member, that such Seed Grower provides to the Member a signed Authorization to Assign a Crop Certificate with respect to all Seed of SeCan Varieties grown by such Seed Grower. The authorization given by SeCan under this section with respect to any Seed Grower may be revoked by SeCan at any time in which case the Member shall cease to contract with such Seed Grower to grow Seed of SeCan Varieties. Retail Distribution Agreement 4.05 The Member agrees that, where it should sell Certified Seed on a wholesale basis, it may be required to have certain or all designated retailers of such Certified Seed sign a retail distribution agreement between SeCan and any such retailer. Production and Sale of Pedigreed Seed 4.06 The Member shall produce only Pedigreed classes of Seed from Stock Seed of SeCan Varieties. This Agreement shall not constitute or be deemed to constitute authorization by SeCan to a Member to sell, offer to sell, exchange with or transfer to any Person, Common Seed of any SeCan Varieties. Seed for Further Research and Adaptation Testing 4.07 The Member shall, at the request of SeCan, make Seed available to SeCan on or around March 1st of each year for further research and development activities and/or provincial adaptation trials and/or variety demonstration plots. SeCan will reimburse the Member for this Seed at commercial values and pay for any associated costs of shipping. For the purpose of this Section, "commercial values" shall mean: (a) in the case that such Seed is Certified Seed, the then prevailing retail price for Certified Seed of

that SeCan Variety, which retail price is based upon SeCan's current suggested retail price for Certified Seed of that SeCan Variety; and

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(b) in the case that such Seed is Stock Seed, or is not of Certified status, the then prevailing price for higher pedigree stock seed (in relation to Certified Seed) of that SeCan Variety, which price will be consistent with then prevailing market conditions.

Any such Seed requests made by SeCan may not exceed 10% of the total supply of Seed of that particular SeCan Variety held by the Member without the consent of the Member. Standards Applicable to Seed Production 4.08 The Member shall produce all Seed in accordance with the standards as determined by the CSGA, the Canada Seeds Act and Regulations and/or as set forth in this Agreement, any Supplementary Agreements and special conditions which SeCan may enter into with the Member or prescribe from time to time during the Term. Proof of Disposal 4.09 The Member shall retain proof of disposal of all Seed of SeCan Varieties which is not sold as seed. These records must be made available to SeCan upon request and must clearly illustrate that such Seed was delivered or consumed for non-seed uses. Limited to Canada 4.10 The Member shall produce and sell Seed pursuant to this Agreement only in those regions of Canada within which the Member has been specifically authorized to produce and sell, pursuant to a written authorization from SeCan, as further described in Section 4.01. The Member may not produce and sell Seed outside of regions specifically noted in a written authorization provided by SeCan to the Member unless the Member has obtained the prior written approval of SeCan for such production and sale. Prior Consent of SeCan for Transfers of Stock Seed 4.11 Where requested in writing by SeCan, the Member agrees to obtain the prior written consent from SeCan before giving, selling or otherwise transferring Stock Seed of SeCan Varieties to any Person except to Seed Growers as referred to in section 4.04 of this Agreement. Requests for a transfer to any other party shall include the name of the SeCan Variety, the Crop Certificate number, the quantity and Class of Stock Seed and the name of the recipient SeCan Member. Restrictions on Sale of Stock Seed 4.12 The Member agrees to deliver and/or sell Stock Seed of SeCan Varieties only to other SeCan Members and to Seed Growers subject to and in accordance with the provisions of section 4.04. Deliveries of Stock Seed to any Person who is not a SeCan Member shall constitute a breach of this Agreement and the Member will be liable for damages. If the Member allows any Stock Seed of a SeCan Variety purchased pursuant to this Agreement, or any Stock Seed propagated therefrom to come into the possession of a Person other than a SeCan Member without the written consent of SeCan, then without limiting the other rights and remedies available to SeCan under this Agreement or at law, the Member shall pay to SeCan an amount equal to all fees, assessments, levies and/or royalties which would have been payable by the Member pursuant to the provisions of this Agreement on sales of Certified Seed from the propagation of such Seed, which amount may be estimated by SeCan and shall become forthwith payable to SeCan as liquidated damages and not as a penalty. No Ownership Granted to Member 4.13 Nothing in this Agreement will provide the Member with any ownership whatsoever of the SeCan Varieties or in any improvements, variations or enhancements made with respect thereto or in any intellectual property rights held by SeCan in such SeCan Varieties.

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ARTICLE 5 – RECORDS, REPORTS AND INSPECTION

Access to Member’s Facilities 5.01 SeCan or its designated representatives shall be given access at all reasonable times to the Member’s and its Seed Grower’s facilities and lands to observe and inspect all phases of Seed production, Seed processing, Seed storage and sale of Seeds of the SeCan Varieties hereunder. Access to Member’s Books and Records 5.02 The Member shall make available to SeCan, or its agent(s) as may be designated from time to time by SeCan, all of the Member’s books and records to determine the Member’s compliance with the terms hereof and any quality assurance documents applicable to the SeCan Varieties and the liability of the Member for fees, royalties, levies, assessments, license fees and any other amounts, including all taxes applicable thereto, for which the Member is responsible under this Agreement and any Supplementary Agreements. Credit Application 5.03 The Member agrees to complete a credit application in the form supplied by SeCan upon request by SeCan. Supply of Information by CSGA to SeCan 5.04 The Member agrees that the CSGA may supply to SeCan information on pedigreed crops of SeCan Varieties being grown by or for the Member with the understanding that such information will be kept confidential, subject always to the provisions of section 12.03 of this Agreement. Member’s Records and Reports 5.05 The Member shall keep appropriate, accurate and complete records and submit periodic reports, as may be directed by SeCan, from time to time, of all obligations and services performed by or on behalf of the Member hereunder, including a statement of all quantities, making estimates where precise figures are not available, of all Breeder Seed, Select Seed, Foundation Seed, Registered Seed or Certified Seed of the SeCan Varieties propagated, sold or otherwise disposed of by the Member during the Term, or any other relevant period, and shall make all such records including Seed invoices and bills of lading available to SeCan for inspection and audit at all reasonable times. Such records shall be maintained for seven (7) years in accordance with generally accepted accounting principles, as approved by the Canadian Institute of Chartered Accountants from time to time. The Member shall maintain reasonable internal systems, providing for adequate levels of controls to establish the Member’s compliance with the terms of this Agreement and to provide for the reports required hereunder. Audit 5.06 SeCan shall have the right to have an independent audit conducted of the books and records of the Member to ensure compliance with the terms and conditions of this Agreement. If an audit results in a determination that the Member owes an amount in excess of $1,000 to SeCan or has failed to comply with a material term of this Agreement, then without limiting any other rights of SeCan under this Agreement or at law, the Member shall forthwith pay the cost of such audit.

ARTICLE 6 – INTELLECTUAL PROPERTY

Member to Abide by SeCan’s Intellectual Property Rights 6.01 The Member agrees to respect, abide by, and not to infringe upon any and all intellectual property rights owned, licensed to or held by SeCan for the SeCan Varieties and acknowledges that the Member acquires no right,

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title or interest in and to such intellectual property rights under this Agreement except as expressly provided hereunder. Authorization to Assign a Crop Certificate for SeCan Varieties 6.02 For all Seed of SeCan Varieties, upon the written request of SeCan the Member agrees to complete, sign, and return to SeCan, an Authorization to Assign a Crop Certificate assigning to SeCan, any or all Crop Certificates which may be granted on any Seed produced by the Member and/or its Seed Growers for any SeCan Varieties. Such Authorization to Assign a Crop Certificate shall be returned to SeCan by the Member within ten (10) days of the Member receiving such written request from SeCan. Crop Certificates for SeCan Varieties 6.03 For all Seed of SeCan Varieties, upon the written request of SeCan the Member agrees to return to SeCan any or all original Crop Certificates issued to the Member or its Seed Growers for such Seed of SeCan Varieties. Such Crop Certificates will be returned to SeCan by the Member within ten (10) days of the Member receiving such written request from SeCan. Notification of Infringement of Plant Breeders’ Rights or Other Intellectual Property Rights 6.04 The Member shall immediately notify SeCan in writing of any actual or potential infringement of Plant Breeders’ Rights for any SeCan Variety licensed or assigned conditionally to the Member under this Agreement, including without limitation any infringement or violation of Plant Breeders' Rights in any SeCan Variety by the Member. The Member shall immediately notify SeCan of any actual or potential intellectual property violation related to any SeCan Variety, including under any patent, Plant Breeders’ Rights, contract, or other such legal or intellectual property provision or enactment, including without limitation any violation of intellectual property rights in any SeCan Variety by the Member. The Member further agrees to:

(a) cooperate with SeCan to the extent possible respecting the anonymity of the Member if applicable to pursue a conviction of any such individual in violation of SeCan’s intellectual property rights; and

(b) inform SeCan immediately in the event that the Member becomes the subject of any third party investigation regarding the actual or alleged infringement by it of intellectual property rights, including without limitation Plant Breeders' Rights, in seed or seed products, is required to pay or enters into a settlement with a third party regarding such an infringement claim, or has a judgment issued against it in any court in any jurisdiction regarding such an infringement claim.

ARTICLE 7 – BRAND AND PRODUCT REPRESENTATION Brand Use and Identity 7.01 The Member shall at all times use proper portrayal, branding, identity and identification of SeCan and the SeCan Varieties as prescribed in writing by SeCan from time to time. Product Labelling and Identification 7.02 The Member shall at all times use proper product labelling and identification as required by SeCan from time to time including, but not limited to:

(a) SeCan Varieties shall be referred to with their proper registered name unless otherwise specified

in writing by SeCan; and (b) the Member shall conspicuously display the appropriate trademark(s), and any other relevant or

required denomination or brand-related elements, for the applicable Seed of SeCan Varieties on all packaging, advertising and documents associated with such Seed (except where prohibited by

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law), and shall distribute any printed matter or material referring to SeCan or the Seed of SeCan Varieties, in association with the Member or any such Seed.

Restrictions on Use of Trade Marks and Names 7.03 Except as authorized or permitted under sections 7.01 and 7.02 above, the Member shall not, without the express prior written consent of SeCan, distribute any printed matter referring to SeCan or the Seed of SeCan Varieties or use any trade-mark, trade-name, business name or other indicia of source of SeCan or any mark, words or name confusingly similar thereto as part of its own business or corporate name, trade-mark, trade-name or for any other such personal or private uses or purposes. Member to Use Professional Skill, Diligence and Care 7.04 The Member shall ensure that the all services, responsibilities and obligations of the Member hereunder are performed with professional skill, diligence and care and the Member shall employ suitably trained and qualified personnel and maintain such offices, phones, e-mail, facsimiles and other equipment as may be reasonably necessary to ensure the proper and adequate performance thereof. Member to Use Best Efforts 7.05 The Member shall use the Member’s best efforts to promote and publicize SeCan Varieties with promotional materials approved by SeCan.

ARTICLE 8 – TERMINATION Termination by Mutual Consent 8.01 This Agreement may be terminated upon mutual written consent of SeCan and the Member prior to the expiration of the Term. Termination by SeCan on Default 8.02 This Agreement may be terminated by SeCan immediately upon the occurrence of any of the following events:

(a) if, in the opinion of SeCan, acting reasonably, the Member fails to use reasonable diligent efforts to market, produce and sell the Seed of the SeCan Varieties within the region authorized by SeCan hereunder;

(b) if the Member makes or has made a material misrepresentation in this Agreement or of a

material fact relevant to this Agreement;

(c) if the Member becomes insolvent or makes a general assignment for the benefit of creditors or if a petition in bankruptcy is filed against the Member or if the Member is adjudged bankrupt or insolvent;

(d) if the Member dies or is dissolved;

(e) if the Member ceases to be a Member of SeCan;

(f) if a receiver or other custodian (permanent or temporary) of the Member is appointed by

instrument or by a court of competent jurisdiction or if any proceeding for a compromise with creditors should be instituted by or against the Member which is not satisfied, lifted, vacated, or dismissed within thirty (30) days or if the assets of the Member are sold or levied by any order of any court, administrative body, tribunal or similar authority;

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(g) if the Member is convicted of a criminal or regulatory offence the nature of which directly or indirectly affects the ability of the Member to conduct itself under this Agreement, or to sell the Seed of SeCan Varieties in an effective and timely manner, or otherwise prejudices the ability of the Member to perform its obligations under this Agreement;

(h) if the Member is being investigated for an intellectual property infringement or offence, enters

into a settlement regarding any actual or alleged intellectual property infringement or offence by it, or has a judgment issued against it in any court in any jurisdiction regarding an intellectual property or offence by it;

(i) if the Member fails to provide accurate and complete information to SeCan as may be required

by this Agreement; (j) if the Member refuses, neglects or fails to meet quality standards or allow access for quality

audit purposes contrary to Article 5 (Records, Reports and Inspection) or to provide or allow the audit of the reports and records as required under Article 5 and does not remedy the breach within thirty (30) days after being requested in writing to do so by SeCan;

(k) if the Member fails to resolve a breach of a material provision (or, if applicable, any provision

under the Civil Code of Québec) of any Supplementary Agreement or any other agreement between SeCan and the Member within the time prescribed in that provision or agreement;

(l) if the Member ceases to actively carry on business;

(m) if the Member fails to pay any amounts due and owing to SeCan hereunder (including, without limitation, failure to pay SeCan’s annual membership fee in any year of the Term when due) and the Member fails to pay any such amount(s) within fifteen (15) days of receiving written notice from SeCan to pay such amount(s) in default;

(n) other than as provided above, if the Member is in default under or in breach of any covenant or

obligation on its part contained herein or in any Supplementary Agreement and the Member fails to cure such default within thirty (30) days of receiving written notice from SeCan to cure the same or if such breach cannot be cured within such 30-day period, such greater period as is reasonable in the circumstances (but in any event no more than 120 days) provided the Member commences to cure such breach within such 30-day period and diligently pursues such cure.

Consequences of Termination 8.03 Upon the termination of this Agreement for any reason, all future and continuing rights and obligations pursuant to this Agreement and any Supplementary Agreements shall terminate and any rights granted by SeCan to the Member pursuant to this Agreement and any Supplementary Agreements shall revert to SeCan by operation of contract, without prejudice to any other rights in law or equity or any other legal basis or principles held by SeCan (including any right of indemnity) and without compensation to the Member, subject to the following which shall survive such termination:

(a) the obligation of the Member to pay fees, royalties, levies, assessments, license fees and any other amounts as required under this Agreement and any Supplementary Agreements, including all taxes on any of the foregoing, as applicable;

(b) the obligations of confidentiality and the return of confidential information to SeCan;

(c) the indemnities of the Member and the Member's obligations regarding insurance;

(d) the right of SeCan to investigate and audit the Member’s records;

(e) the obligation of each Party to perform any obligations it accrued pursuant to this Agreement or

any Supplementary Agreement prior to the date of termination;

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(f) the obligations of the Member under section 8.04 hereof;

(g) the right of SeCan to enforce any right accrued, and seek remedies for breach of this Agreement

or any Supplementary Agreement; and (h) those provisions of this Agreement and any Supplementary Agreement which are expressed

herein as surviving such termination. Without limiting the generality of the foregoing, the Member acknowledges and agrees that if this Agreement is terminated, the Member shall immediately cease from growing, marketing, distributing or selling Plant Breeders’ Rights protected SeCan Varieties as to continue to do so will, amongst other things, be a violation by the Member of Plant Breeders’ Rights save and except the Member may continue to produce Seed of SeCan Varieties after termination of this Agreement for an existing SeCan Member subject to and in accordance with the provisions of section 4.04 above and further, save and except the Member may continue to sell Seed of SeCan Varieties after termination of this Agreement in the case of the resale of Certified Seed which was produced under license to SeCan by an existing SeCan Member. Notwithstanding the foregoing, in the event that this Agreement is terminated as a result of breach by the Member of Sections 4.01, 6.01, 6.02, 12.01 or 12.02, or based upon the grounds for termination listed in Section 8.02 (h), all rights of the Member to grow, distribute, market or sell SeCan Varieties shall be immediately terminated, and any and all Seed and Stock Seed of SeCan Varieties shall be immediately returned to SeCan by the Member, or otherwise disposed of, as may be directed by SeCan in its sole discretion, as further described in Section 8.04. Actions on Termination 8.04 Upon any termination of this Agreement: (a) the Member shall as, of the effective date of any termination, cease to have access to Stock Seed

of SeCan Varieties and immediately return to SeCan all Seed of the SeCan Varieties in the Member’s possession which is the subject of this Agreement or shall dispose of such Seed as SeCan may direct provided the Member is compensated for such Seed at competitive fair market value (as determined by SeCan) at the time of delivery;

(b) the Member shall immediately return to SeCan any policy or procedure manuals, marketing,

brochures, pamphlets and other training, advertising, promotional or marketing materials provided by or related to SeCan, the Seed of SeCan Varieties or the proprietary or intellectual property rights or technology associated with such Seed;

(c) the Member shall immediately and permanently discontinue, and cease and desist from selling

any Seed of SeCan Varieties or engaging in any other activity or practice which would tend to indicate, suggest or represent, either directly or indirectly, that the Member is part of or associated with SeCan save and except the Member may continue to sell Seed of SeCan Varieties after termination of this Agreement in the case of the resale of Certified Seed which was produced under license to SeCan by an existing SeCan Member;

(d) the Member shall make all reasonable efforts to preserve and maintain the goodwill of SeCan

and not do anything to harm such goodwill; and (e) any license, sublicense or conditional assignment of rights hereunder or arising herefrom granted

by SeCan to the Member shall also terminate provided that the Member shall remain obligated to pay to SeCan any and all outstanding fees, royalties, levies, assessments, license fees and all other amounts payable by the Member, including all taxes applicable thereto, pursuant to this Agreement and any Supplementary Agreements.

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If the Member refuses or fails to comply with any of the provisions of this section 8.04, the Member shall reimburse SeCan for all costs including solicitors’ fees (on a solicitor and his own client basis) and other expenses incurred by SeCan in connection with enforcement of said provisions. The remedies provided herein shall not be exclusive of any other remedies available to SeCan. Suspension of Rights of Member 8.05 Without limiting the right of SeCan to terminate this Agreement upon the occurrence of any of the events set forth in section 8.02 above, until SeCan exercises that right of termination hereunder, any or all the rights, privileges and entitlements of the defaulting Member may be suspended by SeCan, at its option and in its sole discretion, until the Member remedies the default to the satisfaction of SeCan provided that all obligations of the Member under this Agreement shall nevertheless continue during such period of suspension. In the event that this Agreement is terminated as a result of breach by the Member of Sections 4.01, 6,01, 6.02, 12.01 or 12.02. or based upon the grounds for termination listed in Section 8.02 (h), the privileges and entitlements of the Member may be terminated by SeCan, at its option and in its sole discretion, without reinstatement. Termination by SeCan with Respect to SeCan Varieties 8.06 In addition to and without limiting SeCan’s rights of termination as set forth in section 8.02 above, SeCan shall be entitled to:

(a) discontinue the Member’s authorization to produce or sell Pedigreed Seed of a SeCan Variety at

any time upon giving three (3) months’ notice to the Member; and (b) terminate any license granted to the Member under this Agreement with respect to any SeCan

Variety immediately if: (i) SeCan’s license from the holder of the rights to that SeCan Variety is terminated; or (ii) the terms or conditions of SeCan’s license from the holder of the rights to that SeCan

Variety are varied or amended necessitating in SeCan’s opinion, acting reasonably, an amendment to this Agreement and the Member fails or refuses to agree to such amendment.

Upon SeCan exercising its rights under this section 8.06 with respect to any SeCan Variety, the provisions of section 8.04 hereof shall apply with respect to such SeCan Variety and the Member shall comply with the provisions thereof as they may be applied by SeCan with respect to such SeCan Variety. Limited Power of Attorney re: Authorization to Assign a Crop Certificate 8.07 Effective upon the expiration or termination of this Agreement and for the limited purpose of signing an Authorization to Assign a Crop Certificate for Seed of any of the SeCan Varieties grown by or on behalf of the Member, the Member hereby irrevocably makes, constitutes and appoints SeCan as its true and lawful attorney and agent, with full power and authority in its name, place and stead to execute, swear to, acknowledge, deliver, file and/or record in the appropriate public office in any jurisdiction which SeCan considers appropriate, any such Authorization to Assign a Crop Certificate with respect to Seed of any SeCan Varieties grown by or on behalf of such Member. The power of attorney granted herein, being coupled with an interest, is irrevocable and shall be binding upon the personal representatives, successors and assigns of the Member, and may be exercised by SeCan on behalf of the Member in executing any instrument thereon and by listing the Member executing such instrument with a single signature as attorney and agent for such Member. The Member agrees to be bound by any representations and actions made or taken by SeCan pursuant to such power of attorney and hereby waives any and all defences which may be available to negate or disaffirm the action of SeCan taken in good faith under such power of attorney.

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ARTICLE 9 – DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES Disclaimer of Warranties 9.01 Except as set forth in section 9.02 hereof, SeCan makes no representations, warranties or conditions, express or implied, as to, and expressly disclaims any representations, warranties or conditions, express or implied, in respect of any SeCan Varieties, as to merchantability, quality, performance, stability, adaptation or fitness for any use or a particular purpose, commercial utility or practical purpose, susceptibility of yielding valuable results or results that are free of defects or otherwise harmless, latent or other defects, or infringement or non-infringement of Plant Breeders’ Rights, patent or other third party rights and makes no representation, warranty or condition as to the safety, efficacy, or ability to obtain regulatory approval of or in respect of the SeCan Varieties. Limitation on Representations as to Seed Variety, Quality or Description 9.02 In lieu of all other warranties, expressed or implied, and liability for possible negligence, SeCan warrants to the extent of the purchase price of any Seed of any SeCan Varieties provided to the Member that such Seeds sold are as described by SeCan on its container with recognized tolerances and that, to the best of SeCan’s knowledge, Pedigreed Seed labelled as to any SeCan Variety is and shall throughout the Term of this Agreement be characteristic of the SeCan Variety named and is within the recognized tolerance of an identified pedigree Class under the Canada Seeds Act and Regulations and/or the Regulations of the CSGA. SeCan makes no representations, warranties or conditions as to Seed variety, quality or description of any SeCan Varieties other than those expressed in this clause. Limitation of Liability 9.03 Under all circumstances and regardless of whether the claim is based upon any misdescription of or deviation from variety or quality or in respect of any misrepresentation or breach of conditions or warranty, express or implied, or based upon contract, negligence, mistake, omission or otherwise and regardless of the extent of the loss, the liability of SeCan and the owner of the SeCan Variety is limited to the purchase price of the Seeds of such SeCan Variety sold. As a condition to such liability, SeCan must receive written notice within thirty (30) days of the date it becomes apparent to the Member that any of the Seeds of a SeCan Variety provided to the Member are defective. No Liability for Injury or Damage 9.04 The Member agrees that SeCan shall not be liable for any injury or damage (including death) or personal injury to the person of the Member or to any officer, employee, agent, shareholder or member of the Member, or for the loss of or damage to the property of the Member or its officers, employees, agents, sublicensees, shareholders or members in any manner based upon, occasioned by or in any way attributable to the SeCan Varieties, the Seeds of the SeCan Varieties or the exercise by SeCan of its rights, responsibilities and obligations under this Agreement. No Liability for Loss of Profits 9.05 SeCan shall not, by reason of the exercise by it of its rights, responsibilities and obligations under this Agreement, including by reason of the termination of this Agreement, be liable to the Member for compensation, reimbursement or damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the Member. Competition Act (Canada) 9.06 The Member and SeCan are aware of the Competition Act (Canada) and no agreement or communications between SeCan and the Member or group of Members will be permitted where it may be deemed to be in violation or potential violation of the Competition Act (Canada).

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ARTICLE 10 – INDEMNIFICATION AND INSURANCE

Indemnification by Member 10.01 The Member shall at all times indemnify and save harmless SeCan, its officers, employees, directors and agents from and against all claims, demands, losses, costs, damages, actions, suits or other proceedings by whomsoever made, sustained, brought or prosecuted in any manner based upon, occasioned by, contributed to or attributable to anything done or omitted to be done by the Member, his officers, employees or agents in connection with the SeCan Varieties or as a result of such Member’s or his officers’, employees’ or agents’ (a) breach of or default under this Agreement (b) infringement of the intellectual property rights of SeCan or any other Person relating to the SeCan Varieties, or (c) the propagation, production, marketing, distribution, supply, service and sale or offering for sale of any of the SeCan Varieties. This section 10.01 shall survive both the termination and expiration of this Agreement and the Member’s membership in SeCan. Member Responsible for Insurance 10.02 The Member hereby acknowledges that it is the Member’s (and not SeCan’s) sole responsibility to carry Seedsmen’s Errors and Omissions Insurance and comprehensive general liability insurance at commercially reasonable levels for any and all claims, actions, liabilities and expenses resulting from the Seed created exercising the rights of the Member with respect to any SeCan Varieties hereunder, including but not limited to product liability, or be prepared to carry such risks as otherwise covered by such insurance. It is understood that SeCan will not be held liable in any way for errors or omissions or for any claims, actions, liabilities (including but not limited to product liability) or expenses referred to above related to the production and distribution, by or on behalf of the Member, of Seeds of any of the SeCan Varieties.

ARTICLE 11 – NOTICES AND NOTIFICATION Form, Manner and Address for Notice 11.01 Wherever in this Agreement it is required or permitted that notice or demand be given, or served by either Party to or on the other Party, such notice or demand must be in writing and shall be validly given or sufficiently communicated if hand delivered or forwarded by certified mail, priority post mail, or facsimile or sent by overnight delivery by a nationally recognized courier using contact information set out on page 1 of this Agreement or the latest contact information of the recipient Party known by the sending Party if the contact information set out on page 1 is incomplete or has been changed pursuant to section 11.03 hereof. Deemed Delivery 11.02 Notice will be deemed to have been delivered:

(a) if delivered by hand or by courier, on the date of delivery; (b) if sent by facsimile transmission, two Business Days after the time of confirmed transmission;

and (c) if sent by certified mail or priority post mail, four (4) days after the mailing thereof, provided

that if there is a postal strike or other disruption, such notice will be delivered by hand, courier or facsimile transmission.

Change of Address 11.03 The Parties may change their respective addresses for delivery by delivering the notice of change of address to the above noted address, in which case the change will take effect 30 days from that delivery.

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ARTICLE 12 - CONFIDENTIALITY

Limitations on Disclosure by Member 12.01 The Member shall not, in carrying out and performing its duties, responsibilities and obligations under this Agreement, improperly use or disclose any confidential or proprietary information or trade secrets of any former or current supplier, licensor or customer of SeCan, the Member or another Person, nor shall the Member undertake any activity in carrying out and performing its duties, responsibilities and obligations under this Agreement which could result in the misappropriation, improper use or infringement of the intellectual property or other rights of any former or current supplier, licensor or customer of SeCan, the Member or any other Person. Confidential Information 12.02 In connection with the performance of this Agreement, SeCan may disclose to the Member confidential information. The Member shall maintain the confidential status of such confidential information and not use any such confidential information for any purpose other than the purposes for which it was originally disclosed to the Member and shall not disclose any of such confidential information to any third party. Upon expiration or termination of this Agreement, the Member shall promptly return to SeCan or destroy, at SeCan's option, all tangible materials that disclose or embody such confidential information Disclosure by SeCan 12.03 The Member hereby authorizes SeCan to disclose information concerning the Member to SeCan’s variety and technology licensors on a “need-to-know” basis relating to the business and operations of such Member in relation to the variety or technology of such licensor licensed to SeCan. The Member hereby also authorizes SeCan’s variety and technology licensors to disclose information concerning the Member to SeCan on a “need-to-know” basis relating to the business and operations of such Member in relation to the variety or technology of such licensor licensed to SeCan. SeCan shall use reasonable efforts to protect and safeguard any information disclosed to or by such licensor. The Member hereby also authorizes SeCan to make available on SeCan’s website or via such other publication a listing of SeCan Members, including their contact information, and the pedigree status of the SeCan Varieties produced by such SeCan Members from time to time in order to promote and enhance Seed sales by SeCan Members and to disclose to SeCan Members in the Members only section of SeCan’s website or via such other publication to SeCan Members, the names and contact information of SeCan Members so they know they can sell Stock Seed to such SeCan Members.

ARTICLE 13 - MISCELLANEOUS

Agriculture & Agri-Food Canada 13.01 Where the breeder of a Seed of a SeCan Variety is Agriculture & Agri-Food Canada, the Member shall not allow any member of the House of Commons to any share or part of this Agreement or to any benefit arising therefrom. Assignment 13.02 The Member shall not, whether by operation of law or otherwise, assign or otherwise transfer any of its rights or delegate the performance of any of its obligations under this Agreement without SeCan’s prior written consent, which consent may be arbitrarily withheld, and any attempted assignment, transfer or delegation, whether by operation of law or otherwise, without such consent shall be void and of no effect. SeCan may assign or otherwise transfer its rights and obligations under this Agreement at any time. Subject to the foregoing, this Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective permitted heirs, executors, administrators, successors and assigns.

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Independence 13.03 The Member is and will at all times remain an independent contractor and is not and shall not represent itself to be the agent, joint venturer or partner of SeCan, or to be related to SeCan other than as a member of SeCan. No representation will be made or acts taken by either the Member or SeCan that could establish any apparent relationship of agency, joint venture, partnership or employment. Resolution of Disputes 13.04 If a dispute arises out of or in connection with this Agreement, the Member and SeCan’s senior management shall attempt bona fide efforts to diligently resolve the matter in dispute through amicable negotiations and provide full, frank and timely disclosure of all relevant facts, information and documents to facilitate those negotiations. If all matters in dispute are not resolved within thirty (30) days of the dispute arising, the matters remaining in dispute shall then be referred to a committee established by the Board of Directors of SeCan who together with the Member shall attempt bona fide efforts to diligently resolve the matter in dispute through amicable negotiations and provide full, frank and timely disclosure of all relevant facts, information and documents to facilitate those negotiations. If all remaining matters in dispute are not resolved within thirty (30) days of being referred to such committee, then: (a) where the matter in dispute relates to quality deficiencies or other technical matters relevant to

Seeds of the SeCan Varieties, such matter in dispute shall be finally settled, without recourse to the judicial courts, by arbitration in accordance with the NORAMSEED Trade Rules and Usages then in effect; and

(b) with respect to all other matters, the dispute shall be finally settled, without recourse to the

judicial courts, by arbitration in accordance with The Arbitration Act (Manitoba) and the place of arbitration shall be the nearest urban centre to where the Member resides, if an individual, or to where its principal place of business is located, if other than an individual, or at such other place as may be agreed to by the parties.

The prevailing party in any arbitration or legal action arising out of or related to this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses incurred in such arbitration or action, including court costs and reasonable lawyer's fees. If by the judgement of the arbitrator there is no prevailing party in the judgement arising out of action related to this Agreement, then the expenses incurred in such arbitration or action including court costs but not each Party’s own legal consultation fees shall be shared equally by the parties. Judgement of the award rendered by an arbitrator may be entered in any court having jurisdiction thereof. Force Majeure 13.05 Neither Party shall lose any rights hereunder or be liable to the other Party for damages or losses (except for payment obligations) on account of failure of performance by the defaulting Party if the failure is occasioned by war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence, intentional conduct or misconduct of the non-performing Party and where such Party has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, that in no event shall a Party be required to settle any labor dispute or disturbance. Waiver 13.06 No waiver by either SeCan or the Member of any breach or default or series of breaches or defaults by SeCan or the Member and no failure, refusal or neglect of either SeCan or the Member to exercise any right hereunder or to insist upon strict compliance with or performance of SeCan’s or the Member’s obligations under this Agreement shall constitute a waiver of the provisions of this Agreement with respect to any subsequent or other breach thereof or a waiver by either Party of its right any time thereafter to require strict compliance with the provisions hereof.

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Survival 13.07 The provisions of Articles 1, 3, 4, 5, 6, 7, 8, 9, 10, 12 and 13 shall survive any expiration or termination of this Agreement. Counterparts 13.08 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECAN MEMBER AGREEMENT MADE BETWEEN SECAN ASSOCIATION AND THE UNDERSIGNED MEMBER. SECAN ASSOCIATION Per: ___________________________ J. A. Reid General Manager I have authority to bind the Corporation. Date: _____________________________

MEMBER’S SIGNATURE

______________________________________________________ Print name of Corporation, Business or Trade Name of Member (if any) ______________________________________________________X Signature of Member or Signing Officer of Member I have authority to bind the Member. ______________________________________________________X Print name of Member or Signing Officer Date: _________________________________________________ X ______________________________________________________X Signature of Witness ______________________________________________________X Print name of Witness

FOR OFFICE USE ONLY

SeCan Member Agreement signed by Member received by SeCan on:

SeCan Member No.

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