Constitution and By-Laws
Constitution and By-Laws
Part I—Definitions and Interpretation
a. “Act” means the Canada Not-For-Profit Corporations Act S.C. 2009 c.23.
b. “Articles” means CACUSS’ Articles of Continuance filed with Corporations Canada pursuant to the Act and may be amended from time to time.
c. “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 whole.
e. “Meeting of members” includes an annual meeting of members or a special meeting of members.
f. “Ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution.
g. “Special resolution” means a resolution passed by a majority of not less than two-thirds(2/3) of the votes cast on that resolution.
h. “CACUSS” or “ASEUCC” means the Canadian Association of College and University Student Services - L'Association des services aux étudiants des universités et collèges du Canada.
i. “Student affairs” or “student services” refers (interchangeably) 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-being.
j. “Post-secondary institution” means a recognized college, university, or technical institute granting post-secondary degrees, diplomas or certificates.
In these By-laws and in all other CACUSS By-laws hereafter passed unless the context otherwise requires, the singular shall include the plural and the plural the singular. Words in one gender include all genders. Both the French and English versions of the By-laws are official.
Section 1—Application for Membership
The Board of Directors may establish rules and procedures for application for membership in CACUSS.
Section 2—Membership Class/Types/Categories
As outlined in the “Articles”, CACUSS shall have two classes of members. Voting members and non-voting members. Within those classes, there are the following types and categories:
1. Voting Members
“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, vote and hold office. Full members are required to pay annual membership fees as determined by the Board of Directors.
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 Members
a. “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 for Associate membership is subject to the approval of the Board of Directors. Associate members are not entitled to nominate, vote or hold office. Associate members are required to pay annual membership fees as determined by the Board of Directors. Associate members shall be of one of three categories:
i. Student Associate: Student members 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: 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: Companies, organizations, or associations who share in some of the aims of CACUSS may apply to join CACUSS in this category.
b. Distinguished Members
Distinguished Members are those awarded by the Board of Directors to individuals in recognition of distinctive service to the student affairs and service profession and/or the Association. Members in this category are exempt from payment of dues and will not be entitled to nominate, hold office or vote. Membership in this category shall be of one of two categories:
i. Life members: Members, who have retired from their position in a post-secondary technical school, college, or university, may be granted Life membership. Such membership shall be granted to an individual by a vote of the Board of Directors.
ii. Honorary members: Persons to whom, for reasons of their functions or interests or because they have rendered outstanding services to the Association, the Board of Directors may award Honorary Membership.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the By-laws if those amendments affect membership rights or conditions.
Section 3—Membership Transferability
A membership may only be transferred with the approval of the Board of Directors or its designate. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change, or delete this section of the By-laws.
Section 4—Termination of Membership
a. Membership may be terminated for failure to meet the requirements of membership as defined by membership category. This includes non-payment of dues.
b. Membership may also be terminated by and in a manner determined by the Board of Directors should the member’s conduct be in contravention of the By-laws or 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 of Directors or its agent. Membership fees will not be refunded in whole or in part, nor carried forward.
Section 5—Membership Fees/Dues
Annual membership fees will be determined time to time by resolution of the Board of Directors.
Part III—Chapters, Communities of Practice, Networks, Divisions
Sub-groups of the CACUSS such as Chapters, Communities of Practice, Networks and/or Divisions may be established from time to time in a manner determined by the Board of Directors and in accordance with the By-laws of the Association. All rights, title, interest, property and assets of any chapter, community of practice, network or division belong to CACUSS. All sub-groups of CACUSS must follow policies, procedures, and requirements determined by the Board of Directors.
Part IV—Board of Directors
Section 1—Duties and Responsibilities
The affairs of CACUSS shall be governed by the Board of Directors, which shall supervise, control and direct all of its activities. The Board may delegate to the President, any committee or officer any or all powers, duties and authority of the Board of Directors, which may lawfully be delegated. The Board of Directors may, from time to time, set policies as it sees fit.
The 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 the number of Directors, the Board of Directors shall comprise 9 Directors including:
a. President—elected from the membership at-large, the President is the chief elected officer of the Association, presides at the meetings of the Association, chairs and presides at meetings of the Board of Directors, and of the Executive Committee. The President, subject to confirmation of the Board of Directors, 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. She/he shall perform the duties customary to this office and such additional duties as directed by the Board of Directors.
b. President-Elect or Past-President—perform the duties of the President in the absence or incapacity of the President, and any other duties as assigned by the President.
c. 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 directives established by the Board of Directors. (2 year term)
d. Five (5) Directors elected at-large from the membership and assigned strategic portfolios.
e. One (1) Director appointed by the Board of Directors at-large from the membership and assigned strategic portfolios. The total number of appointed Directors may not exceed one-third (1/3) of the number of Directors elected at the previous annual general meeting of members.
Section 3—Terms of Office
a. All elected Directors, except for the President-Elect and Past-President, shall serve a two-year term. No elected Director may serve for more than three consecutive terms.
b. The President of the Association shall be elected at large for a 3-year term, in the first year serving as President-Elect, in the second and third years as President. The President shall not serve for more than two consecutive terms.
c. The Past-President will be elected for a 1-year term.
d. Appointed members are for a one-year term renewable up to 4 years.
e. Directors-at-Large will be staggered terms. In the first year that these By-laws become effective, 3 Directors-at-Large will be for a 1 year term. Directors-at-Large must stand for election when then move from one term to another term.
The Board of Directors may fill any vacancy on the Board of Directors by appointment and the person so appointed will hold office for the remainder of the unexpired term. The initial time in which an appointee holds office as result of a vacancy will be excluded from the term limits.
Section 5—Meetings of Board of Directors
a. The Board of Directors shall meet at least three (3) times annually and upon the call of the President or at least two Directors of the Board.
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 conducted by telephonic, electronic, or other means that allow adequate communication between all participants are permitted. A Director so participating in a meeting by these means is deemed to be present at the meeting.
d. The Board may appoint a day or days in any month or months for regular meetings of the Board. A copy of the resolution of the Board fixing the place and time of such regular meetings 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 to be specified.
Quorum 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 Procedures
Only Directors in attendance at any meeting of the Board of Directors may vote. In the case of an equality of votes, the Chair shall cast the deciding vote. Proxies are not accepted at meetings of the Board of Directors.
The office of Director shall be automatically vacated:
a. If the Director resigns the office in writing to the President or President-Elect/Past-President;
b. If the Director becomes ineligible to serve as a Board member in accordance with section 126 of the Act;
c. By ordinary resolution of the members in accordance with section 130 of the Act; or
d. On the death of the Director.
Section 9—Renumeration of Directors
Directors 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.
Section 10—Indemnification and Insurance
The Association shall indemnify any Director or Officer or former 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 such 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.
Part V—Officers of the Association
Section 1—Description/Number of Officers
The Board of Directors may designate the officers of CACUSS, appoint officers on an annual basis, and delegate to such officers the power to manage the affairs of CACUSS. An officer may, but need not be, a Director unless these By-laws otherwise provide.
The officers of CACUSS shall be the President of the Board of Directors, the President-Elect or Past-President, the Finance Director, and the Executive Director.
Section 2—Executive Committee
The four officers of CACUSS shall form the Executive Committee. The Board of Directors may delegate decision making to the Executive Committee pursuant to these By-laws and the Act.
Section 3—Duties of Officers
See Part IV, Section 2, a-c.
The Executive Director, reporting to the Board of Directors, shall be responsible for the management and operation of CACUSS in accordance with policies set by the Board of Directors.
Section 4—Term of Office
The 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 of Directors, shall be subject to the terms and conditions of employment.
Part VI—Nominations and Elections
Section 1—Selection and Appointment of a Nominations Committee
The President shall annually appoint a Nominating Committee consisting of at least three (3) Directors. The Committee shall report to members at the Annual General Meeting. No member who is candidate for an elected position may sit on the Nominations Committee.
Section 2—Duties of Nominating Committee
a. The duties of the Nominating Committee shall be set forth in terms of reference, which shall be established from time to time by the Board of Directors, such duties to include the nomination of candidates for election to the Board of Directors.
b. It is the duty of the Nominating 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 committee.
Section 3—Nominating Procedure
No fewer than 60 days prior to the Association’s Annual General Meeting, the Nominating Committee shall seek in writing to all members, the names of eligible members to consider for possible nomination as Directors for the available positions. This notice will also include the application process for potential Directors.
a. Applications to the Board of Directors must be signed by the applicant, and endorsed by at least two voting members, and be received at least 45 days prior to the Association’s Annual General Meeting.
b. The Nominating Committee shall consider all applications and proposed slate of Directors will be circulated to all members at least 45 days prior to the Annual General Meeting.
In the event that additional nominations are received by the Nominating Committee, the Committee shall no less than 30 days prior to the Annual General Meeting, hold an election among members who are eligible to vote. The election will occur by secret ballot on paper or electronically.
a. In the event that only one application is made for an Officer position, that application shall be determined to be acclaimed. The mat the Annual General Meeting shall confirm the acclamation of the position.
b. The President shall appoint two scrutineers from among the voting members who shall be neither Directors nor candidates for election to the Board of Directors.
c. Each member who is eligible to vote shall have one vote for each of the available positions. Directors will be declared elected on the basis of a plurality of votes cast. Ballots must be counted no less than 10 days prior to the Annual General Meeting.
d. Members shall, by ordinary resolution at each Annual General Meeting, elect the new Directors and Directors moving from a term to another term.
Part VII—Meetings of the Membership
Section 1—Annual General Meeting
The Association shall hold an annual meeting at a time and place fixed by the Board of Directors, which shall give written notice thereof to the membership not less than three months prior to the time so fixed. The President, or the President-Elect in his/her absence, shall preside at the annual meeting, or appoint a Chair to do so.The annual general meeting will include the election of Directors, presentation of financial statements, and relevant reports.
Section 2—Special General Meetings
Special General Meetings of the Association may be held upon the call of the Board of Directors at such times and places it may designate.
The President shall call a Special General 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.
The business to be transacted at the Special General Meeting shall be stated in the notice thereof and no other business may be considered at those meetings.
Quorum at any annual general meeting, or special general meeting shall consist of at least 50 voting members.
a. Notice 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.
Any voting member may be represented by proxy at annual and special general meetings by another member, provided such proxy shall be in writing in a manner determined by the Board of Directors, and provided to the Executive Director. Members eligible to vote will be provided with a means to declare their proxy 30 days before annual or special general meetings. The proxy must be signed by the voting member, and provided to the Executive Director at least 7 days before the meeting takes place. 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 Means
The Board of Directors 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 as provided by the Act. A person participating in meeting by such means is deemed to be present at the meeting. 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 CACUSS makes available for that purpose.
Section 1—Nature of Committees
The Board of Directors may from time to time establish committees as it sees necessary. All committees are accountable to the Board of Directors and shall have Terms of Reference approved by the Board of Directors.
Section 2—Appointment of Committees
Appointments to committees shall be subject to approval of the Board of Directors.
Section 3—Committee Reports
The Board of Directors will determine the nature and frequency of requirements for Committee Reporting.
Part IX—Business Affairs of the Association
Section 1—Fiscal Year
The Board of Directors shall establish the Fiscal Year of the Association.
Section 2—Annual Review of Financial Affairs
The Association shall insure either an annual Review Engagement Report or an Audit of its financial affairs as required by the Act. “181. (1) Subject to section 182, members of a corporation shall, by ordinary resolution, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting.”
The Association will present the annual financial statements and documents provided in subsection 172(1) (Annual Financial Statements) of the Act at the Annual General meeting. Copies will be made available prior to the meeting on the Association website.
Section 3—Control and Management
All property and financial assets of the Association shall be subject to the control and management of the Board of Directors.
Part X—By-laws, Effective Date and Amendments
Subject to the Articles, the Board of Directors may, by resolution, make, amend or repeal any By-laws that regulate the activities or affairs of CACUSS. Any such By-law, amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of members where it may be confirmed, rejected, or amended by the members by ordinary resolution. If the By-law, amendment or repeal is confirmed by the members it remains effective in the form in which it was confirmed. 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. This section does not apply to a By-law that requires a special resolution of the members according to subsection 197(1) (Fundamental Change) of the Act because such By-law amendments or repeals are only effective when confirmed by members.
Part XI—Rules of Order
Robert's 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.
Section 1—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 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 person to whom it is to be given or if delivered to such person’s address as shown in the records of the Association; or
b. If mailed to such person at such person’s recorded address by mail; or
c. If sent to such person by telephonic, electronic, or other communication faculty at such person’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 depositing in 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 agency for dispatch. The secretariat 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 secretary to be reliable. The declaration of the secretariat 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-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.
Section 3—Omissions and Errors
The accidental omission to give any notice to any member, Director, officer, member of a committee of the Board of Directors or public accountant, or the non-receipt of any notice by any such person where CACUSS 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.