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  AMICCUS-C BY-LAWS

Revised: May 29, 2013 (AGM Saskatoon)
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BY-LAW NO. 1

A By-Law relating generally to the conduct of the affairs of Association of Managers in Canadian College, University and Student-Centres (the “Corporation”)

BE IT ENACTED as a By-Law of the Corporation as follows:

SECTION 1 - General

1.01 Definitions
In this By-Law and all other By-Laws of the Corporation, unless the context otherwise requires:

(a) “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

(b) “Articles” means the original or restated articles of incorporation or articles of amendment,

(c) amalgamation, continuance, reorganization, arrangement, or revival of the Corporation;

(d) “Board” means the Board of Directors of the Corporation and “Director” means a member of the Board;

(e) “By-Law” means this By-Law and any other By-Law of the Corporation as amended and which are, from time to time, in force and effect;

(f) “Meeting of members” includes an Annual General Meeting of members or a Special General Meeting of members; “Special General Meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an Annual General Meeting of members;

(g) “Ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

(h) “Proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;

(i) “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and

(j) “Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.02 Interpretation
In the interpretation of this By-Law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these By-Laws.

1.03 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the Secretary of the Corporation shall be the custodian of the corporate seal.

1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation shall be signed by the President and any one other Director. In addition, the Board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, By-Law, or other document of the Corporation to be a true copy thereof.

1.05 Financial Year
The financial year of the Corporation shall be January 1st to December 31st.

1.06 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company, or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board of Directors may designate, appoint, or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board of Directors may by resolution from time to time designate, direct, or authorize.

1.07 Annual Financial Statements
The Corporation shall provide annual financial statements to the members between 21 and 60 days prior to the Annual General Meeting.

SECTION 2 - Membership

2.01 Membership Conditions
Subject to the Articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available to any Student Centre or Student Association. Delegates to activities of the Corporation shall be any individuals employed in a professional, administrative, or technical role within a member Student Centre or Student Association. Membership shall require payment of annual dues. Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the By-Laws of the Corporation to change membership conditions.

2.02 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic, or other communication facility during a period of 21 to 35 days before the day on which the meeting is to be held. Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the By-Laws of the Corporation to change the existing manner of giving notice to members entitled to vote at a meeting of members.

2.03 Absentee Voting
Pursuant to subsection 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by proxy. A member shall vote by proxy by completing the form prescribed by the Board of Directors from time to time and submitting it to the Chair of the Annual General Meeting prior to the commencement of the meeting. Each member may hold a maximum of two proxies at any one time.

SECTION 3 - Membership Fees & Termination

3.01 Membership Fees
Membership fees shall be advertised to current and prospective members prior to the commencement of each fiscal year. The membership fee shall be set by the Board of Directors. Membership fees are due by February 1st each year and are non-refundable. Payments received after February 15th shall be subject to a late payment fee in an amount set from time to time by the Board of Directors, however, the Board may waive such fee in any given case. Membership fees not paid within one (1) calendar month of the membership renewal date shall result in default and the member shall automatically cease to be members of the Corporation.

3.02 Termination of Membership
A membership in the Corporation is terminated when:

(a) in the case of a member that is a corporation, the corporation is dissolved;

(b) a member fails to maintain any qualifications for membership described in Section 2.01 of these By-Laws;

(c) the member resigns by delivering a written resignation to the Chair of the Board in which case such resignation shall be effective on the date specified in the resignation;

(d) the member’s term of membership expires; or

(e) the Corporation is liquidated or dissolved under the Act;

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

SECTION 4 - Meetings of Members

4.01 Rules of the Meeting
Each general meeting of members shall be conducted in accordance with Robert’s Rules of Order.

4.02 Annual General Meeting
An Annual General Meeting (AGM) shall only take place during a National Professional Conference (NPC). Electronic participation is not permitted.

4.03 Special General Meeting
A Special General Meeting (SPG) shall be called by the Board of Directors as deemed necessary or if requested to do so by five per cent of the members eligible to vote. Attendance at a Special General Meeting can take place either partially or entirely by electronic means, provided participants can communicate adequately with each other.

4.04 Chair of the Meeting
Prior to each AGM or SGM, the Board will appoint a chair to serve at that meeting. The Chair may or may not, at the Board’s discretion, be a current employee of a member of the Corporation. However, the Chair may not be a member of the Board when appointed, nor elected to the Board at any meeting at which such individual serves as chair nor be the acting CRO.

4.05 Quorum
Quorum at any AGM will be a majority of all members registered for the NPC at which it takes place, and at any other general meeting of the members with a majority of all current members.

4.06 Votes to Govern
At any meeting of members every question shall, unless otherwise provided by the Articles or By-Laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the Chair of the meeting shall cast a vote.

SECTION 5 - Directors

5.01 Election and Term
Subject to the Articles, the members will elect the Directors at the first meeting of members and at each succeeding Annual General Meeting at which an election of Directors is required for the term defined in the Articles.

SECTION 6 - Meetings of Directors

6.01 Calling of Meetings
Meetings of the Board may be called by the Chair of the Board, the President or any two (2) Directors at any time.

6.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 8.01 of this By-Law to every Director of the Corporation not less than 14 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the By-Law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of Directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

6.03 Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice. The Board shall meet at least twice each fiscal year.

6.04 Quorum
Quorum at any meetings of the Board shall be a majority of Directors in office, but not less than three Directors, and each Director present will be entitled to one vote.

6.05 Votes to Govern
At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the Chair of the meeting shall cast a vote.

6.06 Committees
The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board of Directors.

SECTION 7 - Officers

7.01 Description of Offices
Unless otherwise specified by the Board which may, subject to the Act modify, restrict, or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

(a) Chair of the Board - The Chair of the Board, if one is to be appointed, shall, when present, preside at all meetings of the Board of Directors and draft the Minutes for all meetings of the Board. The Chair shall have such other duties and powers as the Board may specify.

7.02 Vacancy in Office
In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

(a) the officer’s successor being appointed,

(b) the officer’s resignation,

(c) such officer ceasing to be a Director (if a necessary qualification of appointment),

(d) the officer’s appointed term ends, or

(e) such officer’s death.

If the office of any officer of the Corporation shall be or become vacant, the Board may, by resolution, appoint a person to fill such vacancy.

SECTION 8 - Notices

8.01 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered, or served), other than notice of a meeting of members or a meeting of the Board of Directors, pursuant to the Act, the Articles, the By-Laws or otherwise to a member, Director, officer or member of a committee of the Board or to the public accountant shall be sufficiently given:

(a) if delivered personally to the member to whom it is to be given or if delivered to such member’s address as shown in the records of the Corporation or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of Directors) or 134 (Notice of change of Directors); or

(b) if mailed to such member at such member’s recorded address by prepaid ordinary or air mail; or

(c) if sent to such member by telephonic, electronic, or other communication facility at such member’s recorded address for that purpose; or

(d) if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and 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 communication company or agency or its representative for dispatch. The Communications Director may change or cause to be changed the recorded address of any member, Director, officer, public accountant, or member of a committee of the Board in accordance with any information believed by the Communications Director to be reliable. The declaration by the Communications Director that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written, or printed or partly written, stamped, type-written, or printed.

8.02 Invalidity of any provisions of this By-Law
The 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.

8.03 Omissions and Errors
The accidental omission to give any notice to any member, Director, officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such member where the Corporation has provided notice in accordance with the 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.

SECTION 9 - National Professional Conference

9.01 The Board will ensure that the NPC is held during either May or June each year, and that an AGM is held at the NPC. The region in which the NPC is held will rotate among Regions, whenever possible.

9.02 A member association wishing to host the next NPC must make their intentions known to the Board no less than 30 days prior to the AGM. The interested member association will be required to deliver a presentation to the general membership at the AGM.

9.03 In the event that more than one member association has made their intentions known to the Board in accordance with Section 9.02, the Board will vote by secret ballot after the presentations, and due diligence consultation with applicants to determine the host association. The results will be announced by June 30.

9.04 The Board will work with the successful member association in the planning and execution of the NPC.

SECTION 10 - Regional Professional Conference

10.01 Each region, where able, will alternate the host association for each conference. In the event that this is not possible, it is encouraged that no association host consecutive conferences. A region may be permitted to hold a Regional Conference only at the Board’s approval.

10.02 A member association wishing to host the next RPC must make their intentions known to the Board no less than 30 days after to the current year’s NPC. The interested member association will be required to deliver a presentation to the Board.

10.03 In the event that more than one member association has made their intentions known to the Board in accordance with Section 10.02, the Board will vote after the presentations to determine the host association.

10.04 The Board and more specifically the respective regional Director will work with the successful member association in the planning and execution of the RPC.

SECTION 11 - Elections

11.01 Prior to each National Professional Conference (NPC), the Board will appoint a Chief Returning Officer (CRO) to serve from the beginning of that NPC until the beginning of the next NPC. The CRO must be an employee of a member of the Corporation, but may not be a member of the Board either when appointed or while serving as CRO.

11.02 Each incoming CRO will ensure that nomination forms are available to members from the beginning of the NPC at which that CRO begins to serve until the deadline for submission of such forms, which will be 4:30 p.m. on the day prior to the AGM scheduled to take place at that NPC.

11.03 If one or more positions on the Board of Directors become vacant pursuant to Article 6.12 of the Constitution between July 1 and March 31 in any year, the Board shall consult with the CRO and communicate a replacement strategy to the membership.

SECTION 12 - Amendment of These By-Laws

12.01 Amendment or alteration to these By-Laws is strongly recommended to take place during the AGM. However if a By-Law amendment or alteration is deemed to be of a time sensitive nature by the Board, amendments and alterations may occur outside of an AGM so long as the following process is followed without deviation:

(a) If the vote of the members is to take place outside of a AGM or SGM, members will be given no less than 21 days to review the proposed changes before they are required to cast a vote.

(b) The By-Laws can only be amended or altered by a majority vote of the member associations based on recommendations from the Board.

(c) Members will cast a vote to either accept or reject the proposed changes.

12.02 In either case (during an AGM or outside of an AGM) the process and presentation of By-Law amendments will follow the same procedures as prescribed in Article 7.1 a), b), and c) of the Constitution.

SECTION 13 - Effective Date

13.01 Effective Date
Subject to matters requiring a special resolution of the members, this By-Law shall be effective when made by the Board.

CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the Directors of the Corporation by resolution on the 29th day of May, 2013 and confirmed by the members of the Corporation by special resolution on the 29th day of May, 2013.

Dated as of the [29th] day of [May], [2013].

 
© 2017 Association of Managers in Canadian College, University and Student-Centres