BY-LAW NUMBER 1
A by-law relating generally to the conduct of the affairs of CAUT Defence Fund/Caisse de défense de l'ACPPU
TABLE OF CONTENTS
- MEMBERSHIP FEES AND DUES AND TERMINATION
- GOOD FINANCIAL STANDING
- MEETING OF MEMBERS
- BOARD OF TRUSTEES
- POWERS AND DUTIES OF THE BOARD OF TRUSTEES
- MEETINGS OF BOARD OF TRUSTEES
- INDEMNITIES TO TRUSTEES AND OTHERS
- OFFICIAL LANGUAGES
- RULES OF ORDER FOR MEETINGS
- RULES AND REGULATIONS
- BY-LAW AMENDMENTS
- REPEAL OF PRIOR BY-LAWS
- EFFECTIVE DATE
- SCHEDULE A
- SCHEDULE B
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, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;|
|(c)||By-laws means this by‑law and any other by‑laws of the Corporation as amended and which are, from time to time, in force and effect;|
|(d)||Meeting of members includes an annual meeting of members or a special meeting of members;|
|(e)||Special 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 meeting of members;|
|(f)||Ordinary resolution means a resolution passed by a majority of the votes cast on that resolution;|
|(g)||Other benefits means payments provided by the Corporation to member unions in support of collective bargaining or collective bargaining rights not involving a strike or lock‑out;|
|(h)||Proposal means a proposal submitted by a member of the Corporation that meets the requirements of section 163 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 of the votes cast on that resolution;|
|(k)||Strike benefits means payments provided by the Corporation to member unions engaged in a strike or lock-out;|
|(l)||Trustees means the Board of Trustees of the Corporation and director or trustee means a member of the Board of Trustees.|
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 1.1 above, words and expressions defined in the Act have the same meanings when used in these by‑laws.
Where reference is made in this By‑law to any statute or section of a statute, such reference is deemed to extend and apply to any amendments to the statute or section of the statute or re‑enactment of the statute or section of the statute, as the case may be.
1.3 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the Board of Trustees. If a corporate seal is approved by the Board of Trustees, the secretary of the Corporation shall be the custodian of the corporate seal.
1.4 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or trustees. In addition, the Board of Trustees may from time to time direct the manner in which 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.
1.5 Financial Year End
The financial year end of the Corporation shall be the last day of May in each year.
1.6 Public Accountant
Subject to the Act, members of the corporation shall, by ordinary resolution at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting. In accordance with the Act, the Board of Trustees shall immediately fill any vacancy in the office of the public accountant. The remuneration of the public accountant may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the Board of Trustees.
1.7 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company credit union or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board of Trustees 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 Trustees may be resolution from time to time designate, direct, or authorize.
1.8 Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
2.1 Membership Qualifications
The following qualify as members:
|i.||Unions that are members of the Canadian Association of University Teachers (CAUT), excluding Federated and Affiliated members, and whose membership has received the approval of the Board of Trustees of the Corporation (Member Union)|
|ii.||The President of CAUT|
|iii.||The Treasurer of CAUT|
|iv.||The Executive Director of CAUT|
|v.||The Chairperson of the Academic Freedom and Tenure Committee of CAUT|
|vi.||The Chairperson of the Collective Bargaining and Economic Benefits Committee of CAUT|
2.2 Membership Conditions
Subject to the Articles, there shall be 90 classes of members in the Corporation.
|(a)||The following conditions of membership for Classes 1 to 59 and Classes 61 to 90, also known in this by-law as Member Union Classes, shall apply:|
|(b)||The following conditions of membership for Class 60, also known in this by‑law as the CAUT Representative Class, shall apply:|
3. MEMBERSHIP FEES AND DUES AND TERMINATION
3.1 Membership Fees and Dues
|(a)||No dues are payable by the members in Class 60.|
|(b)||The initiation fee for Member Unions shall be fixed from time to time by the Board of Trustees. Unless the Board of Trustees otherwise specifies, the initiation fee shall be payable during the course of the first year of membership in the Corporation.|
|(c)||Each Member Union shall pay to the Corporation monthly per capita dues, based on the number of dues-paying persons in its bargaining unit or units pursuant to section 2.2(a)(iv) of this By-Law, as of the date on which it becomes a member and subsequently as of the first day of December in each year. The per capita amount of the monthly dues shall be fixed from time to time by the Board of Trustees.|
|(d)||A Member Union’s monthly per capita dues to the Corporation shall be suspended during the period of a strike or lock-out of that member union.|
|(e)||The Corporation shall not be liable to repay to any Member Union any amount received by it for initiation fees or per capita dues claimed to be an overpayment where the amount so received is calculated by reference to the number of dues-paying persons contained in a written statement thereof furnished by that member union.|
|(f)||The initiation fee and monthly per capita dues referred to in sections 3.1(a) and 3.1(b) of this By-Law may be changed from time to time by the Board of Trustees. Not less than 60 days’ notice in writing of the amount of the proposed change shall be given.|
3.2 Termination of Membership
A membership in the Corporation in non‑transferable and is terminated and automatically lapses when any one of the following events occurs:
|(a)||the member dies, or, in the case of a member that is a Member Union, the Member Union is decertified;|
|(b)||a member fails to maintain any qualifications for membership described in Section 2.1 of these by‑laws; and|
|(c)||the member resigns by delivering a written resignation to the head office of the Corporation, in which case such resignation shall be effective on the date specified in the resignation.|
Subject to the Articles, or by-laws, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
Pursuant to Section 197(1) 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.
4.1 Strike Benefits
In order to receive Strike Benefits a Member Union shall be a member of CAUT and shall be in good financial standing with the Corporation, except as provided for in section 5 of this By-Law.
The amount of Strike Benefits referred to in this section shall be changed from time to time by the Board of Trustees. Not less than 60 days’ notice in writing of the amount of the proposed change must be given.
4.2 Other Benefits
In order to receive Other Benefits a Member Union shall be a member of CAUT and shall be in good financial standing with the Corporation, except as provided for in section 5 of this By-Law.
4.3 Applications for Benefits
Applications for Strike Benefits or Other Benefits will be granted only when none of the bargaining demands or actions of the Member Union are in substantial conflict with CAUT Policy Statements or Guidelines on Academic Freedom, No Discrimination, Academic Appointments and Tenure, or Collective Bargaining.
5. GOOD FINANCIAL STANDING
5.1 Voting Rights and Rights to Nominate Trustees for the Member Union
The voting rights of a Member Union are suspended for so long as the Member Union is not in good financial standing.
Member Unions may not nominate a candidate or candidates for election by the Member Union to the Board of Trustees for so long as the Member Union is not in good financial standing.
5.2 Eligibility for Strike or Other Benefits
A Member Union which is not in good financial standing with the Corporation or a former member union which has withdrawn from the Corporation will nonetheless be eligible for strike and other benefits, provided the other requirements of the Articles and this By-Law are complied with, to an amount equal to the member union’s total contributions to the Corporation plus accumulated interest minus its pro-rata share of the total costs of the Corporation all as determined by the Board of Trustees. If two or more member unions combine, the eligibility is computed on the basis of the sum of their contributions to the Corporation. When a member union is combined with a non-member association, the eligibility of the former member union or its successor is computed as if the member union had withdrawn from the Corporation.
6. MEETING OF MEMBERS
6.1 Place of Members' Meetings
Subject to compliance with the Act, meetings of the members may be held at any place within Canada determined by the Board of Trustees or, if all of the members entitled to vote at such meeting so agree, outside Canada. The Board of Trustees shall have power to call, at any time, a general or a special meeting of the members and shall call an annual meeting of the members not later than 15 months after the preceding annual meeting, but no later than six months after the corporation’s financial year end.
6.2 Requisitioned Meetings
Subject to the requirements of the Act, the Board of Trustees shall call a members’ meeting upon receipt of a requisition by the Member Unions carrying not less than of 5% of the vote.
6.3 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the trustees and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, Articles or by‑laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by ordinary resolution of the members.
6.4 Notice of Meeting of Members
Subject to the requirement under the Act and the regulations, notice of the time and place of a meeting of members shall be given in the manner and subject to the terms and conditions of Section 13.1 of this By‑law to each member entitled to vote at the meeting by the following means:
|(a)||by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of not less than 21 days and not more than 60 days before the day on which the meeting is to be held; or|
|(b)||by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of not less than 21 days and not more than 35 days before the day on which the meeting is to be held.|
6.5 Waiving Notice
A member and any other person entitled to attend a meeting of members may in any manner and at any time waive notice of a meeting of members, and attendance of any such person at a meeting of members is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
6.6 Chair of the Meeting
The Chair of the Board of Trustees shall chair a meeting of the members. In the absence of the Chair, the President shall chair the meeting. If the Chair and the President of the trustees are absent, then the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. For the purpose of determining quorum, a member may be present in person, or, if authorized under Section 6.12 of this By‑law, by telephone or by other electronic means.
6.8 Number of Votes and 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 question. 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 in addition to an original vote shall not have a second or casting vote.
In accordance with the Articles and these by‑laws, each Member Union present at a meeting of the members shall have the right to exercise as many votes as the number of trustees it is entitled to elect. Unless the Member Union otherwise elects by written notice to the Board of Trustees, the Member Union shall be represented at every meeting of the members, including a special meeting of members, by the trustee(s) elected by its Member Union; and each elected trustee shall exercise a single vote. If the Member Union elects by written notice to appoint a representative other than its trustee(s), the individual so appointed shall exercise as many votes as the Member Union is entitled to exercise in accordance with the Articles.
A Member Union may, by means of a written proxy, appoint any individual as a proxy holder to attend and act at a specific meeting of the members, in the manner and to the extent authorized by the proxy.
6.9 Show of Hands
Subject to the Act and this By‑law, except where a ballot is demanded, voting on any question proposed for consideration at a meeting of members shall be by show of hands, and a declaration by the chair of the meeting as to whether or not the question or motion has been carried and an entry to that effect in the minutes of the meeting shall, in the absence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion.
For any question proposed for consideration at a meeting of members, either before or after a vote by show of hands has been taken, the chair of the meeting, or any member or proxyholder may demand a ballot, in which case the ballot shall be taken in such manner as the chair directs and the decision of the members on the question shall be determined by the result of such ballot.
6.11 Business Transacted
All business transacted at a special meeting of members and all business transacted at an annual meeting of members, except consideration of the financial statements, public accountant’s report, election of trustees and re-appointment of the incumbent public accountant, is special business.
6.12 Participation by Electronic Means at Meetings of Members
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately 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 in the manner provided by the Act. A person participating in a 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 the Corporation has made available for that purpose.
6.13 Meeting of Members Held Entirely by Electronic Means
If the Board of Trustees or the members of the Corporation who are entitled to vote call a meeting of members pursuant to the Act, the Board of Trustees or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. Notwithstanding this provision, the annual general meeting of the members shall not be held entirely by electronic means.
6.14 Absentee Voting by Proxy
|(a)||Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxy holder, and one or more alternate proxy holders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it.|
|(b)||Any notice to members of the time and place of a meeting of members may either enclose a form of proxy or contain a reminder of the right to appoint a proxy holder.|
|(c)||The directors may from time to time make Rules and Procedures not inconsistent with the Act regarding proxies, including, but not limited to, fixing the time prior to any meeting or adjourned meeting of members before which time proxies must be deposited with the Corporation.|
|(d)||Pursuant to Section 197(1) of the Act, a special resolution of the members is required to make any amendment to the articles or By-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.|
7. BOARD OF TRUSTEES
7.1 Election and Term
(a) Subject to the Articles and these by‑laws, the Member Unions will elect the trustees at each succeeding annual meeting at which an election of trustees is required. A retiring trustee shall remain in office until the dissolution or adjournment of the meeting at which his/her retirement is accepted and his/her successor is elected.
(b) The first trustees shall be the trustees as listed in Form 4002, the “Initial Registered Office Address and First Board of Directors”, filed with the Articles of Continuance (Transition). The individuals and terms of office for the first trustees shall be as indicated in Schedule “B”, attached to and forming a part of this bylaw. Subject to paragraph “(c)” and except for the terms of office of the first trustees as provided for in the immediately preceding sentence, at each annual election for which an election of trustees is required, all terms of trustees duly elected shall be for a term ending at the second annual meeting following their election.
(c) The terms of office of the trustees elected by a Member Union at the first annual meeting immediately following the admission of that Member Union to membership in the corporation shall be as follows:
(i) if that Member Union is entitled to elect one trustee, then the trustee shall be elected for a term ending at the second annual meeting following his or her election; and
(ii) if that Member Union is entitled to elect more than one trustee, then:
- if entitled to elect an even number of trustees, 50% of the trustees shall be elected for a term ending at the first annual meeting following their election and 50% of the trustees shall be elected for a term ending at the second annual meeting following their election; and
- if entitled to elect an odd number of trustees, the next whole number above 50% of the trustees shall be elected for a term ending at the second annual meeting following their election and the remainder of the trustees shall be elected for a term ending at the first annual meeting following their election.
The term of each trustee elected by a Member Union at the first annual meeting immediately following the admission of that Member Union to membership in the Corporation shall be by volunteer, but if the trustees do not volunteer for each length of term, then the term of each trustee shall be determined by lot.
(d) In addition, in accordance with the Articles, the Board of Trustees, shall annually appoint the following persons to serve as trustees:
- Chairperson of the Collective Bargaining and Economics Benefits Committee of CAUT; and
- Chairperson of the Academic Freedom and Tenure Committee of CAUT
7.2 Books and Records
The Board of Trustees shall see that all necessary books and records of the Corporation required by the by‑laws of the Corporation or by any applicable statute or law are regularly and properly kept.
7.3 Vacancy in Office
The office of trustee shall be automatically vacated:
|(a)||if a trustee shall resign his/her office by delivering a written resignation to the secretary of the Corporation;|
|(b)||if he/she is found by a court to be of unsound mind;|
|(c)||if he/she becomes bankrupt or suspends payment or compounds with his/her creditors;|
|(d)||if at a special general meeting of the relevant Member Union, an ordinary resolution is passed that a trustee(s) of that Member Union be removed from office;|
|(e)||if the Member Union to which that trustee or trustees belongs is suspended for failure to be in good financial standing; if the Member Union withdraws from membership; or if the Member Union fails to maintain the qualifications of membership as described in Section 2.1(i) of these by‑laws;|
|(f)||on death; or|
|(g)||if a trustee is absent from 3 consecutive Board of Trustees meetings without leave of the Board of Trustees.|
Where a vacancy occurs in the position of trustee, the vacancy may only be filled by a vote of the affected Member Union. The trustee elected to fill the vacancy shall hold office for the unexpired term of his or her predecessor.
The trustees shall serve as such without remuneration and no trustee shall directly or indirectly receive any profit from his/her position as such; provided that a trustee may be paid reasonable expenses incurred by him/her in the performance of his/her duties.
8. POWERS AND DUTIES OF THE BOARD OF TRUSTEES
8.1 Subject to the Act and the Articles, the Board of Trustees shall manage or supervise the management of the activities and affairs of the Corporation, and in connection with the management and operation of the Corporation the Board of Trustees may prescribe such rules and regulations not inconsistent with the by‑laws of the Corporation it deems expedient.
8.2 The Board of Trustees of the Corporation 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 which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may 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.
8.3 The Board of Trustees shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Trustees may prescribe.
8.4 The Board of Trustees is hereby authorized, from time to time
|(a)||to borrow money upon the credit of the Corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board of Trustees in its discretion may deem expedient;|
|(b)||to limit or increase the amount to be borrowed;|
|(c)||to issue or cause to be issued bonds, debentures or other securities of the Corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Trustees; and|
|(d)||to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.|
|(e)||The Board of Trustees may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Trustees at the time of such appointment.|
8.5 Remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Trustees by ordinary resolution.
9. MEETINGS OF BOARD OF TRUSTEES
9.1 Calling of Meetings
Meetings of the Board of Trustees may be called by the president of the Corporation or any two trustees at any time. There shall be at least one meeting per year, and at least one shall coincide with the annual general meeting of the members.
9.2 Notice of Meeting
Unless sent by regular mail, 48 hours’ notice of a meeting of the Board of Trustees shall be given to each trustee. Notice of any such meeting that is sent by regular mail shall be served in the manner specified in Section 13.1 of this By‑law to every trustee 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 trustees 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, whether such waiver or consent is given before or after the meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. No notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of the Board of Trustees shall specify any matter referred to in subsection 138(2) of the Act that is to be dealt with at the meeting.
9.3 First Meeting of New Board of Trustees
Provided that a quorum of trustees is present, a newly elected Board of Trustees may, without notice, hold its first meeting immediately following the meeting of members at which the Board of Trustees is elected.
9.4 Regular Meetings
The Board of Trustees may appoint a day or days in any month or months for regular meetings of the Board of Trustees at a place and hour to be named. A copy of any resolution of the Board of Trustees fixing the place and time of such regular meetings of the Board of Trustees shall be sent to each trustee forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
9.5 Chair of Meeting
In the event that the Chair of the Corporation and the President of the Corporation are absent, the trustees who are present shall choose one of their number to chair the meeting.
A majority of the Board of Trustees shall constitute a quorum for meetings of the trustees. Any meeting of the trustees at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by‑laws of the Corporation. Questions arising at any meeting of trustees at which there is quorum shall be decided by a majority vote of those present.
9.7 Participating in Board of Trustee Meetings by Electronic Means
A trustee may, in accordance with the Regulations, if any, and if all the trustees of the Corporation consent, participate in a meeting of the Board of Trustees or of a committee of trustees by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A trustee so participating in a meeting is deemed for the purposes of this Act to be present at that meeting.
9.8 Resolution in Lieu of Meeting
A resolution in writing, signed by all the trustees entitled to vote on that resolution at a meeting of the Board of Trustees or of a committee of trustees, is as valid as if it had been passed at a meeting of the Board of Trustees or committee of trustees.
10. INDEMNITIES TO TRUSTEES AND OTHERS
Subject to the limitations contained in the Act, but without limiting the right of the Corporation to indemnify any individual to the fullest extent permitted by law, every present and former trustee and officer of the Corporation and his or her heirs, executors, administrators, or other legal personal representative and his or her estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity provided the individual to be, indemnified:
|(a)||acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as trustee or officer or in a similar capacity at the Corporation's request; and|
|(b)||in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that their conduct was lawful.|
10.2 Advance of Costs
The Corporation may advance money to a trustee, an officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 10.1. The individual shall repay the money if the individual does not fulfill the conditions of Section 10.1(a) and 10.1(b).
The Corporation may purchase and maintain insurance for the benefit of an individual referred to in Section 10.1 against any liability incurred by the individual (a) in the individual's capacity as a trustee or an officer of the Corporation; or (b) in the individual's capacity as a trustee or an officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request.
11.1 Officer Positions, Election, and Term
|(a)||The officers of the Corporation shall be the president, the chairperson of the Board of Trustees, the secretary, the treasurer and any such other officers as the Board of Trustees may determine. The president, the chairperson, the treasurer, and any other officers of the Corporation, other than the secretary, shall be appointed from among the elected trustees, in accordance with these by‑laws. The Board of Trustees shall consider the advice of the executive director of CAUT in appointing the secretary of the Corporation.|
|(b)||Trustees and Member Unions shall be advised by the secretary of the Corporation, no less than ninety days before the Annual General Meeting of the Board of Trustees, of the available officer positions.|
|(c)||In accordance with subsection 12.6, immediately after the election of the trustees at the Annual General Meeting, nominations for the officer positions may be submitted to the Elections Committee and elections shall be held. The results shall inform the decision of the Board of Trustees in making the officer appointments.|
|(d)||Subject to remaining in office as an elected Trustee, the officers of the Corporation shall hold office for two years from the date of appointment or until their successors are appointed in their stead. Terms will be staggered such that the president shall be elected in alternate years from the treasurer and the chair. An elected officer shall be removed if, at a meeting of the Board of Trustees, a resolution that the officer be removed is passed by two-thirds of the votes.|
|(e)||The president, treasurer and chair shall serve a maximum of two consecutive terms.|
Unless otherwise specified by the Board of Trustees, which may, subject to the Act, modify, restrict or supplement such duties and powers, the officers of the Corporation shall be as follows and have the following duties and powers associated with their positions, provided that the Board of Trustees may by resolution designate other officers of the Corporation:
|(a)||President - The president shall be the chief executive officer of the Corporation. Subject to the authority of the Board of Trustees, the president shall have general supervision of the affairs and business of the corporation. The President shall in the absence or disability of the Secretary, perform, or delegate to another who shall perform, the duties and exercise the powers of the Secretary. Any such delegation shall be communicated to the Trustees.|
|(b)||Chair - The chair of the Board of Trustees shall preside at all meetings of the Corporation and of the Board of Trustees, and shall perform such other duties as may from time to time be imposed upon him or her by the Board of Trustees. The chairperson of the Board of Trustees shall, in the absence or disability of the president, perform the duties and exercise the powers of the president.|
|(c)||Secretary - The secretary of the Corporation shall be the chief administrative officer of the Corporation. He or she shall have the general and active management of the affairs of the Corporation, and shall see that all orders and resolutions of the Board of Trustees are carried into effect. He or she shall:|
|(d)||Treasurer - The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank, trust company or credit union, or, in the case of securities, in such registered dealer in securities as the Board of Trustees may from time to time determine and shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president of the Corporation and the Board of Trustees at the regular meeting of the Board of Trustees, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. He or she shall also perform such other duties as may from time to time be directed by the Board of Trustees.|
|(e)||Other officers. The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Trustees or president requires of them. The Board of Trustees may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.|
The Board of Trustees may fix a reasonable remuneration for officers. Officers are entitled to reasonable expenses incurred in the exercise of their duty.
11.4 Vacancy in Office
If the office of any officer of the Corporation shall be or become vacant, the Board of Trustees may, by ordinary resolution, appoint a person to fill such vacancy until the expiry of the term.
|(a)||In addition to the Committees established by this by‑law, the Board of Trustees 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 of Trustees shall see fit. Any such committee may formulate its own rules of procedure, subject to these by‑laws, or any regulations or directions as the Board of Trustees may from time to time make.|
|(b)||In accordance with subsection 12.6, immediately after the election of the trustees at the Annual General Meeting, nominations for the committee positions specified in subsection 12.6 may be submitted to the Elections Committee and elections shall be held. The results shall inform the decision of the Board of Trustees in making the committee appointments.|
|(c)||Any committee member may be removed by ordinary resolution of the Board of Trustees.|
|(d)||Committee members shall receive no remuneration for serving as such but are entitled to reasonable expenses incurred in the exercise of their duties.|
|(e)||The term of office of each member of each committee commences at the end of the Board of Trustees meeting which coincides with the Annual General Meeting at which she or he is appointed, and expires at the end of the subsequent Board of Trustees meeting, which coincides with the Annual General Meeting.|
|(f)||The quorum for any meeting of any committee is a simple majority of the members of that committee.|
|(g)||Each committee shall elect its own chairperson.|
|(h)||If the membership of any committee falls below the lower limit of members specified for that committee as defined by this By-Law, the president of the Corporation, after consultation with the remaining members of that committee, shall appoint a replacement or replacements as needed to bring the membership back to the lower limit. Any such replacement is subject to ratification by the Board of Trustees.|
|(i)||Each committee shall report to the Board of Trustees at the Board of Trustees meeting coinciding with the Annual General Meeting and at other times as may be required by the Board of Trustees.|
12.2 Investment Committee
There shall be a committee of the Board of Trustees, consisting of the treasurer of the Corporation (ex-officio) and at least three (3) trustees and no more than four (4), which shall be known as the Investment Committee and which shall be appointed by the Board of Trustees. The Investment Committee shall approve the investment of the monies of the Corporation subject to the direction of the Board of Trustees from time to time and shall monitor the investment performance of the Fund.
It shall advise the Board of Trustees on such financial matters as are referred to it and shall exercise such other powers as are authorized by the Board of Trustees from time to time. Members of the Investment Committee shall receive no remuneration for serving as such but are entitled to reasonable expenses incurred in the exercise of their duties.
12.3 Planning and Policy Committee
There shall be a committee of the Board of Trustees, consisting of the president of the Corporation (ex-officio) and at least three (3) trustees and no more than four (4) appointed, which shall be known as the Planning and Policy Committee and which shall be appointed by the Board of Trustees. The Planning and Policy Committee shall consider the long-range planning options of the Corporation, including desirable levels for contributions and disbursements and matters of the Corporation's credit and loans against that credit, and shall advise the Board of Trustees on such planning and policy matters as are referred to it by the Board of Trustees and shall exercise such powers as are authorized by the Board of Trustees from time to time. Members of the Planning and Policy Committee shall receive no remuneration for serving as such but are entitled to reasonable expenses incurred in the exercise of their duties.
12.4 Audit Committee
There shall be a committee of the Board of Trustees, consisting of the Treasurer of the Corporation (ex-officio), and at least two (2) and no more than three (3) trustees appointed, one of whom shall be Chair, which shall be known as the Audit Committee and which shall be elected by the Board of Trustees. The Audit Committee shall initiate, manage and review the annual audit process, and ensure compliance with legal, regulatory, and contractual requirements. Members of the audit committee shall receive no remuneration for serving as such but are entitled to reasonable expenses incurred in the exercise of their duties.
12.5 Elections Committee
There shall be a committee of the Board of Trustees, consisting of the Chair of the Board of Trustees (ex-officio) and at least three (3) trustees and no more than four (4) which shall be known as the Elections Committee and which shall be appointed by the Board of Trustees.
In accordance with sub‑section 11.1(c), the committee shall receive nominations for the officers of the Corporation. In accordance with sub‑section 12.1(b), the committee shall also receive nominees for positions on the following committees: investment, elections, audit, and planning and policy committees. Such nominations may be submitted in advance to the chairperson of the committee or be received from the floor of the meeting.
The Elections Committee shall be responsible for the conduct of elections. Except for the Chair of the Board of Trustees, no serving member of the Elections Committee may be nominated for any committee position, other than the Elections Committee, or any officer position.
13.1 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), pursuant to the Act, the Articles, the by‑laws or otherwise to a member, trustee, officer or member of a committee of the Board of Trustees 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 Corporation or in the case of notice to a trustee to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of Trustees) or 134 (Notice of change of Trustees); or|
|(b)||if mailed to such person at such person’s address as shown in the records of the Corporation by prepaid ordinary or air mail; or|
|(c)||if sent by courier to such person at such person’s address as shown in the records of the Corporation; or|
|(d)||if sent to such person by telephonic, electronic or other communication facility at such person’s address for that purpose as shown in the records of the Corporation; or|
|(e)||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; a notice so sent by means of courier shall be deemed to have been given on the second day that is not a holiday that follows the day that the courier was given the notice; 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 secretary may change or cause to be changed the recorded address of any member, trustee, officer, public accountant or member of a committee of the Board of Trustees in accordance with any information believed by the secretary to be reliable. The declaration by the secretary 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 trustee 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.
13.2 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.
13.3 Omissions and Errors
The accidental omission to give any notice to any members, trustee, officer, member of a committee of the Board or public accountant, or the non‑receipt of any notice by any such person 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.
14. OFFICIAL LANGUAGES
All official documents and covering memos of the Corporation shall be circulated to trustees in both English and French. In the case of discrepancies between English and French versions, the original language version shall prevail.
All content on the Corporation’s web-site shall be available in both English and French.
Simultaneous interpretation services will be provided at all in-person meetings of the members and of the Board of Trustees.
15. RULES OF ORDER FOR MEETINGS
Except as otherwise provided for in the Articles and this By-Law, the general parliamentary rules as stated in the most recently published edition of “Robert’s Rules of Order: Newly Revised” shall govern all meetings of the members, the Board of Trustees and committees.
16. RULES AND REGULATIONS
The Board of Trustees may prescribe such rules and regulations not inconsistent with the by‑laws relating to the management and operation of the Corporation and other matters provided for in this By‑law as they may deem expedient.
17. BY-LAW AMENDMENTS
The Board of Trustees may not make, amend or repeal any by‑laws that regulate the activities or affairs of the Corporation without having the By‑law, amendment or repeal confirmed by the members, in accordance with the Act, the Articles, and these by‑laws.
18. REPEAL OF PRIOR BY-LAWS
All prior by‑laws of the Corporation shall be repealed in their entirety upon the coming into force of this by‑law, without prejudice to any actions taken by or on behalf of the Corporation under or by the authority of such prior by‑laws. Neither the enactment of this by‑law nor the repeal of the prior by‑laws of the Corporation shall invalidate any past act of any Board of Trustees, officer, member or other person, including, without limitation, resolutions of the Board of Trustees or of the members enacted or passed pursuant to any prior By‑law, it being the intention that this By‑law shall speak only from the date it comes into force and effect, without in any way affecting any resolution duly passed or any act done, or any right existing, acquired, established, accruing or accrued, under any prior By‑law of the Corporation.
19. EFFECTIVE DATE
This by‑law shall come into force and effect on the date that the Corporation is continued under the Act.
By-law Number 1
CAUT Defence Fund / Caisse de défense de l'ACPPU
|1.||Acadia University Faculty Association|
|2.||OPSEU Algoma University Local 685|
|3.||Association des bibliothécaires, professeures et professeurs de l'Université de Moncton|
|4.||Association des professeures et professeurs de l'Université de Moncton à Shippagan|
|5.||Association des bibliothécaires, professeures, professeures de l'Université de Moncton, campus d'Edmundston|
|6.||Association des professeures et professeurs de l'Université Saint-Paul|
|7.||Association des professeurs et des professionnels de l'Université de Saint-Boniface|
|8.||Association des professeurs, professeures et bibliothécaires de l'Université Sainte-Anne|
|9.||Association of Professors of Bishop's University|
|10.||Association of Professors of the University of Ottawa|
|11.||Association of University of New Brunswick Teachers|
|12.||Atlantic School of Theology Faculty Association|
|13.||Brandon University Faculty Association|
|14.||Brescia Faculty Association|
|15.||Brock University Faculty Association|
|16.||Cape Breton University Faculty Association|
|17.||Carleton University Academic Staff Association|
|18.||Concordia University of Edmonton Faculty Association|
|19.||Concordia University Faculty Association|
|20.||Dalhousie Faculty Association|
|21.||Faculty Association of the University of St. Thomas|
|22.||Faculty Union of Nova Scotia College of Art & Design|
|23.||Lakehead University Faculty Association|
|24.||Laurentian University Faculty Association|
|25.||McMaster University Academic Librarians' Association|
|26.||Memorial University of Newfoundland Faculty Association|
|27.||Mount Allison Faculty Association|
|28.||Mount Saint Vincent University Faculty Association|
|29.||Nipissing University Faculty Association|
|30.||Northern Ontario School of Medicine Faculty and Staff Association|
|31.||Queen's University Faculty Association|
|32.||Royal Roads University Faculty Association|
|33.||Saint Mary's University Faculty Union|
|34.||St. Francis Xavier Association of University Teachers|
|35.||St. Jerome's University Academic Staff Association|
|36.||St. Thomas More College Faculty Union|
|37.||Syndicat des professeurs et professeures de l'Université Laval|
|38.||Trent University Faculty Association|
|39.||University of Guelph Faculty Association|
|40.||University of King's College Teachers' Association|
|41.||University of Manitoba Faculty Association|
|42.||University of Ontario Institute of Technology Faculty Association|
|43.||University of Prince Edward Island Faculty Association|
|44.||University of Regina Faculty Association|
|45.||University of Toronto Faculty Association|
|46.||University of Western Ontario Faculty Association|
|47.||University of Winnipeg Faculty Association|
|48.||Wilfrid Laurier University Faculty Association|
|49.||Windsor University Faculty Association|
|50.||York University Faculty Association|
|51.||University of Northern British Columbia Faculty Association|
|52.||University of Victoria Faculty Association|
|53.||University of Saskatchewan Faculty Association|
|54.||Osgoode Hall Faculty Association|
|55.||University of Lethbridge Faculty Association|
|56.||The Faculty Association of the University of Calgary|
|57.||Athabasca University Faculty Association|
|58.||Mount Royal Faculty Association|
|59.||Association of Academic Staff University of Alberta|
|61.||Grant MacEwan University Faculty Association|
|62.||Simon Fraser University Faculty Association|
|63.||Syndicat Général des Professeurs et Professeures de l’Université de Montréal|
By-law Number 1
CAUT Defence Fund / Caisse de défense de l'ACPPU
|Trustee's Name||Term (in years)|
|2.||Bell, David G.||1|
|5.||Kay-Raining Bird, Elizabeth||1|
|9.||Boudreau, Annie Helene||2|
|10.||Boulay, Marcel R.||1|
|12.||Brown, Brian E.||1|
|27.||Gall, Terry Lynn||2|
|37.||Kingma, John G.||2|
|49.||Rekar Munro, Carolin||2|
|54.||Richard, Marc J.||1|
|67.||van Veldhoven, Pum||1|