Canadian Association of College and University Student ...



Canadian Association of College & University Student ServicesBy-laws. Revised and approved by the Board of Directors, February 4, 2019Presented and approved by CACUSS Membership, XXXXPart I—Definitions and InterpretationSection 1—Definitionsa. “Act” means the Canada Not-For-Profit Corporations Act S.C. 2009 c.23, as amended and its regulationsb. “Articles” means CACUSS’ Articles of Continuance filed with Corporations Canada pursuant to the Act and may be amended from time to timec. “Board” means the board of directors of CACUSS and “director” means a member of the Board.d. “Association” means CACUSS as a corporation as a wholee. “Meeting of members” includes an annual meeting of members or a special meeting of membersf. “Ordinary resolution” or “resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolutiong. “Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolutionh. “CACUSS” or “ASEUCC” means the Canadian Association of College and University Student Services - L'Association des services aux étudiants des universités et collèges du Canadai. “Student affairs” or “student services” refers to professional staff who support student learning at post-secondary institutions, and/or the professional field itself, and/or a body of knowledge pertaining to post-secondary student learning, development, and well-beingj. “Post-secondary institution” means a recognized college, university, or technical institute granting post-secondary degrees, diplomas or certificates.Section 2—Context and InterpretationIn these By-laws unless the context otherwise requires:Words importing the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be.Whenever “shall” occurs herein, the provisions of the clause in which it is contained must be interpreted as mandatory. Whenever “may” occurs herein the provisions of the clause in which it is contained shall be interpreted as permissive.Part II—MembershipSection 1—Application for MembershipThe Board may establish rules, policies, procedures and requirements for application for membership in CACUSS.Section 2—Membership Class/Types/CategoriesAs outlined in the Articles the Association shall have two classes of members: voting members and non-voting members. Within those classes, there are the following types and categories:1. Voting Membersa. “Full members” shall be those who are employed by a university, college, or post-secondary technical school, and who devote a significant part of their time to working in or training others for working in the area of Student Services. Full members are entitled to nominate a director, vote and hold office. Full members are required to pay annual membership fees as determined by the Boardb. Full members are either institutional or individual based on how they renew their membership, but both have the same rights and privileges and are both considered “Full members”.2. Non-Voting Membersa. “Associate members” are affiliated with, but not directly involved in the field of student affairs and services at a technical school, college, or university. Application to become an Associate member is subject to the approval of the Board. Associate members are not entitled to nominate a director, vote or hold office. Associate members are required to pay annual membership fees as determined by the Board. Associate members shall be of one of three categories:i. Student Associate: Shall be persons who have an active interest in the area of student affairs and services and are enrolled in a recognized post- secondary institution.ii. Individual Associate: Shall be persons who by virtue of their functions or interests wish to maintain or obtain membership in the Association for non-commercial purposes who cannot meet the requirements of full membership.iii.Corporate Associate: Shall be corporations, organizations, or associations who share in some of the aims of the Association. b. “Distinguished members” are those awarded by the Board to individuals in recognition of distinctive service to the student affairs profession and/or the Association. Members in this category are exempt from payment of dues but will not be entitled to nominate a director, hold office or vote. Membership in this category shall be of one of two categories:i.Life members: Persons, who have retired from their position in a post-secondary technical school, college, or university, may be granted life membership. Such membership may be granted to an individual by the Boardii.Honourary members: Persons to whom, for reasons of their functions or interests or because they have rendered outstanding services to the Association may be granted an honourary membership. Such membership may be granted to an individual by the Board Section 3—Membership TransferabilityA membership may only be transferred with the approval of the Board. Section 4--Termination of Membershipa. Membership may be terminated for failure to meet the requirements of membership as defined herein. This includes non-payment of annual fees.b. Membership may also be terminated by and in a manner determined by the Board should the member’s conduct be in contravention of the Act, the By-laws or the policies of the Association, or if the member’s conduct is determined to be detrimental to the Association and/or the profession.c. A member may voluntarily resign from the Association by notice in writing to the Board or its agent. d. Membership fees will not be refunded in whole or in part, should a membership be terminatedSection 5-- Membership Fees/DuesAnnual membership fees will be determined from time to time by resolution of the BoardPart III-Chapters, Communities of Practice, Networks, and Divisions.Sub-groups of the Association (i.e. Chapters, Communities of Practice, Networks and/or Divisions) may be established from time to time in a manner determined by the Board and in accordance with these By-laws. All rights, title, interest, property and assets held by any sub-group of CACUSS are beneficially owned by the Association. All sub-groups of the Association must follow the rules, policies, procedures, and requirements determined by the Board.Part IV—BoardSection 1--Duties and ResponsibilitiesThe affairs of the Association shall be governed by the Board, which shall supervise, control and direct all of its activities. The Board may delegate to the President, any committee or any officer any or all powers, duties and authority of the Board, which may lawfully be delegated. The Board may, from time to time, set rules, policies, procedures and requirements as it sees fit.Section 2--CompositionThe number of directors is provided in the Articles of the Association as minimum of 5 and maximum of 15. Unless a resolution is passed by the Board to increase or decrease the number of directors, the Board shall stand comprised of 9 directors, all of whom must be full members, including: a. Director President (the “President”) — the President is the chief officer of the Association, presides at the meetings of the Association, chairs and presides at meetings of the Board, and of the executive committee. The President, subject to confirmation by the Board, shall appoint the members of all committees, except as otherwise specified in the By-laws, and shall be an ex-officio member without vote on all committees. The President shall perform the duties customary to this office and such additional duties as directed by the Board.b. Director President-Elect (“President-Elect”) - perform the duties of the President in the absence or incapacity of the President, and any other duties as assigned by the President.c. Director Finance (“Finance Director”) - chairs the finance committee and oversees the development of the annual association budget. The Finance Director assures the receipt and expenditure of funds in accordance with the rules, policies, procedures and requirements established by the Board. d. Five (5) directors elected at-large who may be assigned strategic portfolios by the Presidente. One (1) director appointed by the Board from the membership and assigned strategic portfolios. f.At any annual meeting a member seeking election as President-Elect or Finance Director, when elected by the members, will be appointed to those respective offices by the Board. Section 3--Terms of Officea.All elected directors, except for the President-Elect, shall serve a two-year term. No elected director may serve for more than three consecutive terms.b. The President shall be elected for a 3-year term, in the first year serving as President-Elect, in the second and third years as President. The President shall be able to stand for re-election as President-Elect after they have been off the Board for one year. c. Members appointed by the Board are appointed as a director for a one-year term only; such appointment is renewable, by the other members of the Board, for up to 4 years in totald. Directors at large will have staggered terms. In the first year that these By-laws become effective, 3 directors at large will be for a 1 year term. The Board will have the right to determine if the terms will need to be amended at any election in order to continue to have proper staggered terms, all in the best interests of the Association. Directors at large must stand for election when they move from one term to another term.Section 4--Vacanciesa. The Board may fill any vacancy on the Board by appointment the person so appointed will hold office for the remainder of the unexpired term of the person whom they are replacing. The time in which an appointee is a member of the Board, as result of a vacancy, will be excluded from the term limits.b. The total number of appointed directors may not exceed one-third (1/3) of the number of directors elected at the previous annual meeting of members. Section 5--Meetings of the Board a. The Board shall meet at least three (3) times annually and upon the request of the President or at least two other directors.b. Notice of meetings shall be given in a regular meeting schedule (see IV.4.d) or in writing 7 days in advance of the meeting.c. Meetings of the Board or any committees conducted by telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting are permitted. A director so participating in a meeting by these means is deemed to be present at the meeting for all purposes. d. The President or the Board may appoint a day or days in any month or months for regular meetings of the Board. A copy of the President’s notice or the resolution of the Board fixing the place and time of such regular meetings shall be sent to each director forthwith after being issued or passed (as the case may be) and no other notice shall be required for any such regular scheduled meeting. Section 6—QuorumQuorum at meetings of the Board shall consist of a simple majority, one-half (50%) of the directors plus one. Directors who declare a conflict of interest shall nonetheless be counted in determining a quorum.Section 7—Voting Rights and ProceduresOnly directors in attendance at any meeting of the Board of Directors may vote. In the case of an equality of votes, the President shall cast the deciding vote. Proxies are not accepted at meetings of the Board.Section 8—VacancyThe office of director shall be automatically vacated:a. If the director resigns in writing with notice of same being delivered to the President or President-Elect;b. If the director becomes ineligible to serve as on the Board in accordance with the Act;c. By ordinary resolution of the members of the Association; d. Is no longer a Full Member, or e. On the death of the director.Section 9-Renumeration of DirectorsDirectors shall not be remunerated for their duties as Board members. Directors may be reimbursed for reasonable expenses incurred while performing duties as specified in the policies of the Association. Nothing herein contained shall be construed to preclude any director from serving the Association in another capacity and receiving compensation; though their conflict of interest or potential conflict of interest will have to be declared pursuant to the ActSection 10—Indemnification and InsuranceThe Association shall indemnify any director or officer of the Association against any expenses actually and necessarily incurred or imposed (including but not limited to, judgments, costs and counsel fees) in connection with the defense of any action, suit or proceeding in which involvement occurred by reason of being or having been a director or officer of the Association, except in relation to matters as to which such director or officer shall be adjudged in any action suit, or proceeding to be liable for negligence or misconduct in the performance of a duty for the Association. Such indemnification shall not be deemed exclusive of other rights to which such director or officer may be entitled, under any other By-laws, agreement, a vote of the Members, or as a matter of law, or otherwise. The Board may obtain directors and officers liability insurance with respect to such matters set out above and the Association’s indemnity herein. Part V—Officers of the AssociationSection 1—Description of Roles and Number of Officersa. The Board may designate the officers of the Association, appoint officers on an annual basis, and delegate to such officers any or all powers, duties and authority of to manage the affairs of the Association. An officer may, but need not be, a director unless these By-laws otherwise provide.b. The officers of the Association shall be the President, the President-Elect, the Finance Director, and the Executive Director, all subject to the Board’s resolution to create further offices as and when requiredSection 2—Executive Committeea. The officers of the Association shall form the Executive Committee. b. The Board may delegate any or all powers, duties and authority with respect to decision making to the Executive Committee limited only by these By-laws and the Act.Section 3—Duties of Officersa. The officers will have the duties and responsibilities as set out herein. b. The Executive Director, who reports directly to the Board, shall be responsible for the day to day management and operation of the Association in accordance with rules, policies, procedures and requirements set by the Board.Section 4—Term of OfficeThe officers shall remain in office until their successors shall be elected or appointed with the exception of the Executive Director whose term, by resolution of the Board, shall be subject to the terms and conditions of their employment with the Association.Part VI—Nominations and ElectionsSection 1--Nominations Committeea. The President shall annually appoint a Nominations, Elections, and Leadership Development Committee (“NELD Committee”) consisting of at least one (1) director and two (2) members, none of whom may be a candidate as a director in the next election.b. The duties of the NELD Committee shall be set forth in the terms of reference of the, which shall be established from time to time by the Board.c. It is the duty of the NELD Committee to ensure appropriate Aboriginal representation as well as diversity in regional representation, gender, language, and institutional type in soliciting nominations as specified in the terms of reference of the NELD Committee.d. The NELD Committee shall endeavour to receive candidates for nomination in one of the three director categories: President Elect (every third year unless there is a prior vacancy); Finance Director (every second year unless there is a prior vacancy) ; and directors at large (for positions vacant in that year).Section 2 – Acclamationsa. Should the NELD Committee not receive more candidates for nomination than there are positions vacant, the NELD Committee will forthwith advise the President of same.b. Upon the President being made aware that there are less candidates than positions available, the President will provide notice to the membership who shall vote to confirm the candidate in that positon by a simple “yes or no” vote pursuant to the Election Rules set out below and in the NELD Committee’s terms of reference.Section 3—Election Rules In the event that more nominations are received by the NELD Committee, than there are director positions available in any of the director categories, the NELD Committee shall at the next annual meeting, hold an election for the voting members. a. The election shall be held in accordance with the rules, policies, procedures and requirements set out by the Board from time to time, the terms of reference of the NELD Committee and these By-laws. b. The election will occur by secret ballot on paper or electronically as determined by the Presidentc. The President shall appoint two scrutineers from among the voting members who shall be neither directors nor candidates for current election to the Board.d. Each voting member shall have one vote for each of the vacant position for which there are candidates. For clarity, a voting member will only have one vote for the President Elect position/category, one for the Finance Director position/category and as many votes as there are directors at large positions being contested; which votes cannot be cast for one person. e. Directors will be declared elected on the basis of a plurality of votes cast. f. Ballots must be counted as soon as possible and the President will provide a notice to the membership advising of the successful candidates.Part VII—Meetings of the membershipSection 1—Annual Meetinga. The Association shall hold an annual meeting at a time and place fixed by the Board, which shall give written notice thereof to the membership not less than three months prior to the time so fixed.b. The President shall preside at the annual meeting but may appoint another to do so. c. The annual meeting will include the presentation of the newly elected directors, the presentation of financial statements, and relevant reports.d. The annual meeting may be held by electronic means.Section 2 -Special Meetingsa. The Board may, upon 30 days written notice to the membership call a special meeting of the Association at such times and places it may designate.b. The President shall call a special meeting upon the written request of at least five percent (5%) of the voting members within 60 days after filing of such a request with the Executive Director. The request will state the business to be transacted at the meeting and shall be sent to each Director.c. The business to be transacted at the special meeting shall be stated in the notice thereof and no other business may be considered at those meetings.Section 3 - QuorumQuorum at any annual meeting, or special meeting shall consist of at least 50 voting members.Section 4 - NoticeNotice of the time and place of any meeting of members shall be given to each member entitled to vote at the meeting by mail, courier, personal delivery, telephonic or electronic means during a period of 21 to 60 days before the day on which the meeting is to be held; or by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.Section 5 - ProxyAny voting member may be represented by proxy at annual and special meetings by another member, provided such proxy shall be in writing in a manner determined by the Board. Members eligible to vote will be provided with a means to declare their proxy 30 days before annual or special meetings. The proxy must be signed by the voting member, and provided to the Executive Director at least 7 days prior to the meeting. The proxy shall be valid only for the meeting for which it was specifically given or for any adjournment thereof.Section 6—Participation by Electronic Meansa. The Board may choose to make available a telephonic, electronic or other communication facility that allows participants to communicate with each other during a meeting of members. Any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility. A person so participating in a meeting is deemed to be present at the meeting. b. Notwithstanding any other provision of this By-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic, or other communication facility that the Association makes available for that purpose.c. Furthermore, should the Board or the members call a meeting of members under the Act the Board or members, as the case may be, may determine that the meeting shall be held, entirely by means of a telephonic, an?electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.Part VIII —CommitteesSection 1--Nature of Committeesa. The Board may from time to time establish committees as it deems necessary and will establish policies and terms of reference for each such committee; which are subject to amendment at the Board’s discretion. The Board may establish the committee for a set period of time or may terminate the committee at the Board’s discretion. b. All committees are accountable to the Board and shall have terms of reference approved by the Board.Section 2--Appointment of CommitteesAppointments to committees established by the Board shall be subject to approval of the Board. Section 3--Committee ReportsThe Board will determine the nature and frequency for any committee to report to the Board. Part IX—Business Affairs of the AssociationSection 1--Fiscal YearThe Board shall establish the fiscal year of the Association.Section 2--Annual Review of Financial Affairsa. The Board shall ensure either an annual review engagement report or an audit of the Association’s financial affairs are provided annually as required by the Act. b. Members shall, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meetingc. The Association will present the annual financial statements at the annual meeting. Copies will be made available prior to the annual meeting on the Association website or by alternate electronic means approved by the BoardSection 3--Control and ManagementAll property and financial assets of the Association shall be subject to the control and management of the Board.Part X—By-laws, Effective Date and Amendmentsa. The Board may, by resolution, make, amend or repeal any By-laws that regulate the activities or affairs of the Association. b. Any such By-law, amendment or repeal shall be effective from the date of the resolution of Board until the next meeting of members (except for fundamental changes as defined in the Act) where such may be confirmed, rejected, or amended by the members by ordinary resolution. c. If the By-law, amendment or repeal is confirmed by the members it remains in force. d. The By-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by members at the meeting. e. If a By-law, an amendment or a repeal ceases to have effect, a subsequent resolution of the Board that has substantially the same purpose or effect is not effective until it is confirmed, or confirmed as amended, by the members.Part XI—Rules of OrderRoberts Rules of Order shall prevail at all meetings unless there is a conflict with the By-laws. In such a case, the By-laws shall take precedence.Part XII—NoticesSection 1—Method of Giving NoticesAny notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of meeting of members or a meeting of the Board , pursuant to the Act, the articles, the By-laws or otherwise to a member, director, officer, committee member or to the public accountant, shall be sufficiently given:a. If delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Association. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid;b. If mailed to such person at such person’s recorded address by mail. A notice so mailed shall be deemed to have been given when depositing in post office or public letter box; c. If sent to such person by telephonic, electronic, or other communication facility at such person’s recorded number, account or address for that purpose. A notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate agency for dispatch; ord. The Executive Director may change or cause to be changed the recorded address of any member, director, officer, public accountant, or committee member board in accordance with any information believed by the Executive Director to be reliable. The declaration of the Executive Director that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of giving of notice. The signature of any director or officer of the Association to any notice or document to be given by the Association may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.Section 2—Invalidity of any provisions of this By-lawThe invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.Section 3—Omissions and ErrorsThe accidental omission to give any notice to any member, director, officer, committee member or public accountant, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with these By-laws or any error in any notice not affecting its substance, shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice. ................
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