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Executives | Constitution | Bylaws | Policy Manual BYLAWS
THE ASSOCIATION OF MANAGERS IN BY-LAWS Revised: June 7, 2006 (AGM Toronto) ARTICLE I - ORGANIZATION OF THE CORPORATION1.1 The corporation’s membership will be comprised in accordance with Article II. 1.2 A board of directors elected in accordance with Article III will manage the property and business of the corporation. 1.3 The board of directors may, in its discretion, establish committees and appoint officers, for such purposes and on such terms, as it deems appropriate. ARTICLE II - MEMBERSHIP2.1 Membership in the corporation will be open to any college or university administration, student center, and student government or student association to which students at a Canadian college, university or technical school pay mandatory fees. 2.2 The corporation’s membership will be divided into three geographical regions, as follows: (a) the eastern region, consisting of the provinces of Newfoundland, Nova Scotia, New Brunswick, Prince Edward Island and Quebec; (b) the central region, consisting of the province of Ontario; and (c) The western region, consisting of the provinces of Manitoba, Saskatchewan, Alberta and British Columbia, as well as the Northwest Territories, Nunavut and the Yukon Territory. 2.3 At each annual general meeting (AGM) of the corporation, the membership will set the membership fee for the following fiscal year, which will run from July 1 to June 30. 2.4 Membership fees are due by July 1 each year, and are non-refundable. Payments received after August 15 will be subject to a late payment fee in an amount set from time to time by the membership, however the board of directors may waive such fee in any given case. 2.5 The current membership of the corporation from time to time will consist of all organizations that qualify in accordance with paragraph 2.1 and have paid the fee prescribed in paragraph 2.3. 2.6 Any member may withdraw from the corporation during a membership year by delivering a written resignation to the board of directors. ARTICLE III - ESTABLISHMENT OF THE BOARD OF DIRECTORS3.1 The property and business of the corporation will be managed by a board of Directors consisting of six individuals, each of whom must be a current employee of a member, 18 years of age or older, with power under law to contract. The six directors will fill the following respective offices: (a) president; 3.2 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. 3.3 Prior to each national professional conference (NPC), the board of directors 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. 3.4 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. 3.5 At each AGM, the president, the communications director and the director-at-large will be elected by the full membership and each regional director will be elected by the members from the corresponding region, and in each case their term will commence the day after the AGM in which he/she was elected and conclude the day after the AGM the following year inclusive. 3.6 The directors may administer the affairs of the corporation in all things and make or cause to be made for the corporation, 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 corporation and exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. 3.7 A retiring director will remain in office until the dissolution or adjournment of the meeting at which the director’s retirement is accepted and a successor is elected. 3.8 Notwithstanding paragraph 3.7, 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 board by at least a three quarters majority at two consecutive meetings of the board at least 30 days apart; (c) a resolution that the director be removed from office is passed by the membership by at least a three quarters majority at two consecutive meetings of the membership at least 30 days apart; (d) the director ceases to be an employee of a current member; (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. 3.9 If one or more positions on the board of directors become vacant pursuant to paragraph 3.8 between July 1 and March 31 in any year, the CRO will, within 30 days of the vacancy arising, convene a by-election to take place within a further 30 days, at which time the position will be filled by analogy to paragraphs 3.4 and 3.5, except that a general meeting of members will not be required. 3.10 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 receiving compensation therefor. ARTICLE IV - DUTIES OF DIRECTORS AS OFFICERS OF THE CORPORATION4.1 The directors will administer the affairs of the corporation in all respects, and except as otherwise provided in these 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. 4.2 The president will be the chief executive officer of the corporation, and will be responsible for coordinating its affairs, including finance, planning, administration and membership affairs. The president will also preside at all meetings of the directors and of the members, and be the custodian of the corporation’s seal. 4.3 The communications director will be responsible for the corporation’s newsletter, membership directory and information database. 4.4 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. 4.5 The director-at-large will assist in coordinating the NPC, will prepare post-conference reports and complete other special projects, and will fulfill the role of the president when the office of the president is vacant. 4.6 The duties of any other officers engaged from time to time would be such as the terms of their engagement call for or the board of directors requires of them. ARTICLE V - MEETINGS OF THE BOARD OF DIRECTORS5.1 Meetings of the board of directors may be held at any time and place determined by the directors, provided that 30 days’ notice of each meeting is given to each director. 5.2 The directors will ensure that at least one meeting of the board takes place each fiscal year. A majority of the directors in office from time to time, but not less than two directors, will constitute a quorum for the transaction of business, and each director present in person will be entitled to one vote. ARTICLE VI - MEETINGS OF THE MEMBERS6.1 The board of directors will ensure that the NPC is held during either May or June each year, and that an AGM of the members is held at the NPC. The region in which the NPC is held will rotate, whenever possible, in continuance of the eastern/western/central pattern underway prior to incorporation. The board may also call such special general meetings of the members, as it deems appropriate. 6.2 Prior to each AGM or special general meeting of the members, the board of directors 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 of directors when appointed, nor elected to the board at any meeting at which such individual serves as chair. 6.3 The board will give 14 days’ written notice of each AGM or special general meeting of members. Notice of any meeting where special business will be transacted will contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken, and notice of each meeting will remind members of the right to vote by proxy as provided in paragraph 6.8. 6.4 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 will be a majority of all current members. 6.5 Each general meeting of members will be conducted in accordance with Robert’s Rules of Order. 6.6 At each AGM, in addition to any other business that may be transacted, the report of the directors, the financial statements, the report of the auditors and the appointing of auditors will be part of the AGM business. 6.7 By either electronic or physical vote and at least six months before the proposed conference date, the membership will select the location of the next NPC with the consent of the proposed host. 6.8 A member may 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 general meeting of members in question prior to the commencement of the meeting. However, each member may hold a maximum of two proxies at any one time. ARTICLE VII - FINANCIAL ACCOUNTABILITY 7.1 The board of directors will submit an annual operating budget to the members on or before September 30 each year. 7.2 The member that hosts each NPC or regional conference will submit financial statements pertaining to such conference within 90 days of the completion of the conference. 7.3 The corporation will be entitled to any financial surplus resulting from each national professional conference, which surplus will be held in reserve in a separate fund for use in future years to support the national professional conference or such purpose approved by the membership physically or electronically. And, the corporation will be financially responsible for any deficit resulting from each national professional conference based on a budget approved by AMICCUS-C Board with such deficit limited to the financial value of the national professional conference fund to which any surpluses have been deposited. 7.4 The auditor appointed by the members in accordance with paragraph 6.6 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. 7.5 The corporation will be entitled to any financial surplus resulting from each regional professional conference, which surplus will be held in reserve in a separate fund for use in future years to support regional professional conferences. This fund will be augmented from time to time by monies redirected from the main AMICCUS-C budget, as approved by the membership at regular general meetings. The regional host would present a budget and that budget would form the basis for the overage or shortage being covered by the Board. And, the corporation will be financially responsible for any deficit resulting from each regional professional conference with such deficit limited to the financial value to the regional professional conference fund to which any surpluses have been deposited. ARTICLE VIII - LEGAL PROVISIONS8.1 Contracts, documents or any other instrument in writing requiring the signature of the corporation may be signed by the president and any one other director, and all such documents so signed will be binding upon the corporation without further authorization or formality. The seal of the corporation, when required may likewise be affixed to documents by any director, once signed as aforesaid. 8.2 The seal, an impression of which appears at right, will be the seal of the corporation. 8.3 The directors will ensure that all necessary books and records required by law or these by-laws, including minutes of all meetings of the directors or of the members, are regularly and properly kept. 8.4 Subject to the law and these by-laws, the board of directors may prescribe rules and regulations relating to the management and operation of the corporation. 8.5 Every director of the corporation, and every other person who undertakes an 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. 8.6 These by-laws may be repealed or amended by majority vote of the board of
(Updated on Oct. 29, 2002 and Feb. 7, 04 and March 3, 2004, June 1, 2005 and June 7, 2006) This is the document submitted to Industry Canada for the application of incorporation.
Copyright 2001 Association of Managers in Canadian College, University and Student Centres |
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