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  AMICCUS-C CONSTITUTION

Adopted May 29, 2013 (Saskatoon)
Amended May 29, 2014 (Moncton)

View as a PDF

ARTICLE 1 - NAME

1.1 This Corporation shall be known as the Association of Managers in Canadian College, University and Student Centres, or by the acronym “AMICCUS-C”.

1.2 The words “Student Centres” are herein defined as facilities or organizations which exist to provide educational, cultural, recreational and social programs, facilities, services, or opportunities for students and members of the campus communities which they serve.

1.3 The Corporation is registered as Corporation number 415216-6, under the Canada Not-for-profit Corporations Act with its registered office being in the Province of British Columbia. (Amended Moncton AGM - May 29, 2014)

ARTICLE 2 - VISION, MISSION & VALUES

2.1 Vision Statement
AMICCUS-C is recognized nationally as the innovative leader in supporting professional staff to significantly enhance the student experience at Canadian post-secondary institutions.

2.2 Mission Statement
As innovative, diverse, and professional staff leaders our mission is to support the post-secondary student experience in Canada. We offer members opportunities for learning and leadership development to fulfill and enhance their organizations.

2.3 Values
Values represent what is fundamentally important to our professional association. They guide our behaviour and decision-making. At AMICCUS-C we aspire to five core values:

(a) Diversity
We foster a diverse community in which the ideas, expertise, and perspectives of each member organization are valued, respected, appreciated, and affirmed by peers. We actively welcome and value all members to ensure the sustainability of our association.

(b) Leadership
We demonstrate leadership by focusing on best practices and are dedicated to excellence and efficiency in the management of the association’s resources. We collectively inspire and mentor our students toward excellence using trust, respect, and encouragement. We integrate ethics with excellence in all that we do.

(c) Communication
We are committed to transparency, timeliness, and clarity in communicating with our membership and depend on the cooperation of all members to help create a network of strong relationships based on open exchange of ideas and information.

(d) Learning
We offer a learning community that supports and inspires the professional development of our members. We act as a catalyst and a resource for sharing support and knowledge, and provide opportunities for networking and conferences that inform and educate our members, and allow us to learn together and from each other.

(e) Innovation
We collaborate to create visions of the future for our unique and dynamic student-centred environments. Together we work to recognize new opportunities for our membership to be innovative and relevant to the students our organizations collectively serve.

2.4 Any activities not in themselves in furtherance of the Corporation’s purposes as outlined in 2.1, 2.2, and 2.3 above shall not constitute a substantial part of its total activities.

ARTICLE 3 - HIERARCHY OF LEGISLATION

3.1 The Corporation shall be governed by the following hierarchy of legislation:

(a) Federal, Provincial, and Municipal Laws

(b) Direction from the general membership conveyed through a majority vote during a General Meeting

(c) Constitution

(d) Strategic Plan

(e) By-Laws

(f) Standing order established by a majority vote of the Board of Directors

ARTICLE 4 - RESTRICTIONS ON ACTIVITIES

4.1 The activities that the Corporation may carry out are limited to the scope of the Act and the Corporation’s By-Laws.

ARTICLE 5 - COMPOSITION

5.1 The Corporation shall be divided into geographical regions which shall be as follows:

(a) Region 1: The Eastern Region, consisting of the Provinces of Newfoundland Labrador, Quebec, Nova Scotia, New Brunswick, and Prince Edward Island;

(b) Region 2: The Central Region, consisting of the Province of Ontario; and

(c) Region 3: The Western Region, consisting of the Provinces of Manitoba, Saskatchewan, Alberta, and British Columbia, together with the Northwest Territories, the Yukon Territory, and Nunavut.

5.2 Each region may host an annual Regional Meeting that takes place prior to the National Conference. Each region, where able, will alternate the host association for each meeting. A region may not present a Regional Meeting using the name of the Corporation without written approval of the Board.

ARTICLE 6 - DIRECTORS OF THE CORPORATION

6.1 The applicants for incorporation will become the first directors of the Corporation and their terms will continue until their successors are elected in accordance with this Article.

6.2 The Corporation shall be governed by the Board of Directors which shall be comprised of duly elected individuals. The term of office for the President and Board of Directors will be two years. At any given time, the Board shall have a minimum of two Directors and a maximum of five Directors.

6.3 The composition of the Board of Directors shall be:

(a) President, elected at large

(b) Communications Director, elected at large

(c) Three (3) Regional Directors,
- One (1) elected from the Western Region by the Western Region
- One (1) elected from the Central Region by the Central Region
- One (1) elected from the Eastern Region by the Eastern Region

6.4 The Directors shall be elected annually by the membership at the Annual General Meeting, where President, Communications Director, and Eastern Region Director, are elected together in one year, and where Western Region Director and Central Region Director are elected together in the following year. There shall be no provision to prevent an individual from seeking re-election and in the event of re-election the Director will serve two additional years.

6.5 No Director shall hold more than two positions on the Board simultaneously.

6.6 A retiring director shall remain in office until June 30, annually.

6.7 The Directors shall administer the policies of the Corporation in all respects, and except as otherwise provided in the By-Laws, will have the power to cause the Corporation to take any action that it is legally authorized to take, including the spending of money, borrowing of money, and hiring, paying, and terminating of employees.

6.8 The President shall be the Chief Executive Officer of the Corporation and will be responsible for executing its affairs, including finance, planning, administration, and membership affairs.

6.9 The Communications Director will be responsible for the Corporation’s newsletter, membership directory, website, information database, and any other reasonably assigned tasks from the Board.

6.10 The Regional Directors will each be responsible for attracting and maintaining membership, supporting the efforts of the President and the Communications Director, assisting in planning the NPC and planning the respective annual regional professional conferences in their respective regions and any other reasonably assigned tasks from the Board.

6.11 The Board may administer the affairs of the Corporation in all things and make or cause to be made for the Association, in its name, any kind of contract that the Corporation may lawfully enter into and, save as hereinafter provided, generally, may borrow money on the credit of the Association and exercise all such other powers and do all such other acts and things as the Corporation is by its Constitution or otherwise authorized to exercise and do.

6.12 A Director’s position on the Board will be automatically vacated if:

(a) the Director is absent from two consecutive meetings of the Board without the Board’s prior authorization;

(b) a resolution that the Director be removed from office is passed by the membership in accordance with the Act;

(c) the Director ceases to be an employee of a current member;

(d) the Director’s association is deemed not be a member in good standing as prescribed in the By-Laws.

(e) the Director resigns, in writing addressed to the Board of Directors;

(f) the Director is found by a court to be of unsound mind, becomes bankrupt, or suspends payment to, or compounds with, creditors; or

(g) the Director dies.

6.13 Vacancies on the Board of Directors between July 1 and March 31 in any year will be filled pursuant to the By-Laws of the Corporation.

6.14 Directors will serve as such without remuneration, and no Director will directly or indirectly receive any profit from acting as such, provided that a Director may be paid reasonable expenses incurred in the performance of appropriate duties. Nothing contained herein will be construed to preclude any Director from serving the Corporation in any other capacity and thereby eligible for compensation.

6.15 The duties of any officers engaged from time to time would be such as the terms of their engagement call for or the Board requires of them.

ARTICLE 7 - CONSTITUTIONAL AMENDMENTS

7.1 The Constitution of the Corporation can only be altered or amended at the Annual General Meeting, and, even then, only if the following requirements are observed:

(a) Individuals or organizations wishing to request any change to the Corporation’s Constitution must be delegates of a member in good standing, as shown on the Corporation’s membership list for the year in question;

(b) The precise nature of the requested change must be submitted to the President of the Corporation, in writing, no less than four months before the commencement of the AGM; and

(c) This Constitution may be repealed or amended by majority vote of the Board of Directors, approved by a three quarters majority vote at a subsequent meeting of the members.

7.2 The current form of the Constitution must be present with the track changes shown.

7.3 Amendments accepted and approved will force changes to be made to the By-Laws as per the hierarchy of the legislation outlined in section 3.1.

7.4 Changes deemed to be clerical by the membership do not require presentation or subsequent vote. Where the actuality of “clerical” is disputed, the membership shall decide to enforce section 7.1 in its entirety.

ARTICLE 8 - FINANCIAL ACCOUNTABILITY

8.1 The Board of Directors will submit an annual operating budget to the members on or before September 30 each year.

8.2 The member organization that hosts each NPC or Regional Conference will submit financial statements to the Board within 90 days of the completion of the conference.

8.3 The Corporation will be entitled to any financial surplus resulting from each National Professional Conference, even if the surplus is in excess of policy requirement. The Corporation shall be financially responsible for any deficit resulting from each National Professional Conference based on a budget approved by Board.

8.4 The Corporation will be entitled to any financial surplus resulting from each regional meeting. The regional host will present a budget for approval by the Board. The regional host shall be financially responsible for any deficit resulting from each regional meeting.

8.5 The auditor appointed by the members in accordance with the By-Laws will hold office until the next AGM and will audit the accounts and financial statements of the Corporation for report to the members thereat. The Board of Directors may fill any casual vacancy in the position of auditor occurring between AGMs, and will at all times determine the auditor's remuneration.

ARTICLE 9 - LEGAL PROVISIONS

9.1. The Directors will ensure that all necessary books and records required by law or the By-Laws, including minutes of all meetings of the Directors or of the members, are regularly and properly kept.

9.2 Subject to the law and the By-Laws, the Board of Directors may prescribe rules and regulations relating to the management and operation of the Corporation.

9.3 Every Director of the Corporation, and every other person who undertakes a liability on behalf of the Corporation, and their heirs, executors and administrators, and estate and effects, will from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:

(a) all costs, charges, and expenses that such person sustains or incurs in or about any action, suit, or proceedings brought, commenced or prosecuted against that person or in respect of any act, deed, matter or thing made, done or permitted by that person in or about the execution of a duty to the Corporation; and

(b) all other costs, charges, and expenses the person sustains or incurs in or about or in relation to the Corporation’s affairs, except such costs, charges, or expenses occasioned by the person’s own willful neglect or default.

ARTICLE 10 - DISTRIBUTION OF PROPERTY

10.1 Should the Corporation cease to exist and after all obligations are paid out, any remaining assets shall be liquidated and the proceeds distributed equally among the members at the time of dissolution.

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