Constitution & By-Laws

ATLANTIC REGIONAL COUNCIL

CONSTITUTION AND BY-LAWS

CONSTITUTION

Name

1 The name of this organization shall be Canadian Federation of University Women Atlantic Regional Council (CFUW Atlantic Regional Council and CFUW ARC).

Purposes

2 The purposes of the CFUW ARC shall be:

2.1 To facilitate communication and cooperation among the clubs of the Atlantic region,

2.2 To encourage and initiate studies on matters of mutual concern in the region,

2.3 To promote an understanding of provincial, regional and national issues and their implications through dialogue among member Clubs,

2.4 To promote the policies and programs of CFUW and the CFUW ARC,

2.5 To cooperate with other organizations on issues consistent with CFUW policies.

Dissolution

3 In the event of the dissolution of the CFUW ARC, all its financial assets remaining after the payment of its liabilities shall be turned over to the CFUW Charitable Trust.

4 The Executive Committee has the sole discretion to dispose of non-financial assets in the event of a dissolution and any funds realized will be included in the funds to be transferred to the Charitable Trust.

BY-LAWS

Membership

1 Members shall be all CFUW Clubs in Atlantic Canada (New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador).

Governing Bodies

2 The Governing Bodies shall be the Executive Committee and the member Clubs.

The Executive Committee

3 The Executive Committee shall consist of the following members:

(a) The Vice-President Atlantic, CFUW, who shall serve as President

(b) The Regional Directors of each Province in the Atlantic Region

4 At the beginning of each biennium, one of the Regional Directors shall be selected by the other members of the Executive Committee to serve as Vice-President of the CFUW ARC for the biennium.

5 A quorum of the Executive Committee shall be a simple majority of the members of the Committee..

Election of Regional Directors

6 Qualifications

A Regional Director must be a member in good standing of CFUW and be a resident of the Province for which she is elected.

7 Term of Office

7.1 In accordance with the Articles and By-laws of CFUW, the term of office of a Regional Director shall be two years, and she may serve for a maximum of two (2) consecutive terms.

7.2 The two-year term of office shall coincide with the biennium of CFUW.

8 Nomination of Regional Directors

8.1 In the second year of a biennium of CFUW (the "election year"), the Executive Committee shall establish a Nominations Committee for the purpose of administering the election of a Regional Director foe each Province in the Region. The Nominations Committee may be constituted during the biennium if a vacancy occurs in the office of Regional Director in the Region.

8.2 The Committee shall consist of the Secretary-Treasurer of the CFUW ARC and two other members of clubs in the Atlantic Region.

8.3 By February 1st in an election year, the Committee shall notify each club in the Region that nominations are open for the position of Regional Director for each Province.

8.4 Nominations forms completed by the candidate and the nominating club shall be submitted to the Nomination Committee no later than March 1st in an election year.

9 Election of Regional Directors in Provinces with More Than One Club

9.1 If more than one qualified candidate is nominated for the position of Regional Director for a Province with more than one club, an election shall be held by the clubs in that Province to choose the Regional Director.

9.2 The Secretary-Treasurer shall provide each club eligible to vote with the information provided by each candidate in support of her nomination, as set out in Appendix "A".

9.3 An electronic mail vote of the eligible clubs shall be conducted by the Secretary-Treasurer, which vote shall be concluded within one month of the candidate information being circulated to the clubs. The Secretary-Treasurer shall inform the clubs of the result of the vote.

9.4 If only one qualified candidate is nominated for the position of Regional Director for a Province, that candidate shall be acclaimed elected by the Nominations Committee following the close of nominations, and the Secretary-Treasurer shall so notify the clubs in the Province

9.5 The number of votes assigned to each club will be in accordance with Section 34.

10 Election of Regional Directors in Provinces with Only One Club

10.1 The club shall nominate a qualified candidate for Regional Director for the Province from amongst the CFUW members in good standing residing in the Province, in accordance with Sections 6 to 8.

10.2 Upon receipt of the completed nomination form, the nominee of the club shall be acclaimed elected by the Nominations Committee

11 Vacancy in the Office of the Regional Director

In the event the office of a Regional Director becomes vacant, the election process set out in Sections 6-10 shall apply to the election of her replacement, and the Nominations Committee shall set the relevant dates for nominating and voting.

Election of the Secretary Treasurer

12 The Secretary-Treasurer shall be elected from among the members in good standing of the clubs of the Atlantic Region.

13 Her term of office shall be two years, beginning in the first year of the CFUW biennium, She may serve more that one term.

14 At the same time that notice is given to the clubs in the Atlantic Region that nominations are open for Regional Directors, clubs will be informed that nominations are required for the position of CFUE ARC Secretary-Treasurer.

15 Nominations shall close on March 1st, and shall be submitted to the CFUW ARC President.

16 The ARC President shall inform the clubs of the nominees by March 31st.

17 If an election is required, it shall take place at the CFUW ARC Annual General Meeting, with a vote in accordance with Section 34.The Governing Bodies shall be the Executive Committee and the member clubs.

18 If only one qualified nominee is nominated at the close of nominations, that candidate will be acclaimed elected by the CFUW ARC President.

19 If no qualified candidates are nominated at the close of the nomination period, the President may appoint an interim Secretary-Treasurer, whose appointment is subject to a ratification vote at the next Annual General Meeting.

20 Notwithstanding Sections 15-19, a voting delegate at the Annual General Meeting may nominate a CFUW ARC Club member in good standing for the position of Secretary-Treasurer and her name shall be added as a candidate for the position.

Duties of the Executive Committee

21 The Executive Committee shall be responsible for the management of the Council between meetings.

22 President:

22.1 She shall provide leadership for the CFUW ARC and cooperate with the Atlantic Regional Directors and Clubs to further the purposes of CFUW and the ARC.

22.2 She shall preside at the CFUW ARC Annual General Meeting and meetings of the Executive Committee.

22.3 She shall provide such information and records to her successor as are required to familiarize her with the Office.

23 Vice-President:

23.1 She shall assist the President by performing any duties delegated to her by the President.

23.2 In the absence of the President, she shall perform the duties of the President, and, in case of a vacancy, shall assume those duties.

24 Regional Directors:

24.1 They shall assist the President in carrying out the purposes of the CFUW ARC.

24.2 Each Regional Director shall provide such information and records to her successor as are required to familiarize her with the Office.

25 Secretary-Treasurer:

25.1 She shall record minutes of the Annual General Meeting and Executive Committee Meetings and supply copies to the Executive Committee and the Clubs, as required.

25.2 She shall maintain the finances and financial records of the CFUW ARC.

25.3 She shall arrange to have archival documents added to the CFUW ARC files at Mount Allison University.

25.4 She shall maintain an up-to-date record of the ARC policies, recommendations and motions from the annual general meetings.

25.5 She shall be a member of the Nominations Committee.

25.6 She shall provide such information and records to her successor as are necessary to familiarize her with the Office.

25.7 At least one month prior to the Annual General meeting, she shall send to the Clubs, the agenda, credentials, financial information, minutes and any other documentation deemed necessary.

Committees

26 There shall be a Constitution Committee, consisting of a Chair and at least one other member whose responsibilities are to review any proposed amendments to the Constitution and By-laws from the Executive Committee or a club, and to review the Constitution as required.

27 There shall be a Nominations Committee as required, whose responsibilities are described in Sections 8 to 11.

28.1 The CFUW ARC and/or Executive Committee may establish other Committees to review and make recommendations on specific tasks.

28.2 Their composition, terms of reference and period of office shall be determined by the Executive Committee.

29 Each Committee shall report to the Executive Committee and/or the CFUW ARC as requested by the President.

Financial

30 Dues

30.1 The CFUW ARC annual per capita dues, as recommended by the Executive Committee, shall be approved by a two-thirds affirmative vote of the voting body present at the Annual General Meeting.

30.2 The per capita dues shall be payable to the Secretary-Treasurer not later than May 1st of each year, calculated on the basis of the previous year's CFUW membership.

30.3 Written notice of any proposed change to the per capita dues shall be sent to the member clubs at least six weeks before the date of the Annual general Meeting at which the proposed change is to be considered

31 Finances and Financial Records

31.1 The financial assets of the CFUW ARC shall be maintained and recorded by the Secretary-Treasurer, using a chartered bank.

31.2 Prior to the Annual General Meeting, she shall arrange for an external review of the financial records to be completed at least six weeks before the CFUW ARC AGM.

31.3 The fiscal year of the CFUW ARC is January 1st to December 31st..

Annual General Meetings

32 Organization
32.1 The CFUW ARC shall hold an Annual General Meeting (AGM), the date and location and type (in-person or electronic) to be decided by the Executive Committee.

32.2 A CFUW ARC AGM may be held entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

32.3 Preliminary information about the date, type, location (if applicable) and other incidental information for the upcoming AGM shall be forwarded to Clubs and posted on the ARC website by April 30th each year.

32.4 It is the responsibility of the Executive Committee to draw up an agenda, review the budget and externally reviewed financial statements, any proposed constitutional amendments, and formulate any recommendations for consideration at the AGM so that the information is available for circulation in accordance with Section 25.7.

33 General Rules

33.1 A quorum of the CFUW ARC AGM shall be deemed to be present if voting delegates carrying a simple majority of eligible votes, including proxies, are present.

33.2 The General Rules for the CFUW ARC AGM shall be adopted at the beginning of the AGM.

34 Voting

34.1 The voting body of the CFUW ARC at the AGM shall be the members of the Executive Committee, together with the voting delegates of the clubs.

34.2 The number of votes for each club shall be determined on the basis of the number of members who have paid dues to the club in the previous year.

34.3 Each club shall be entitled to one vote for every 19 members or major fraction thereof. Each Club shall have at least one vote.

34.4 Clubs with more than one vote shall tender these votes as a block.

34.5 The club president, or her designate, designated by the club, shall carry the vote according to the wishes of her club.

35 Proxy Voting

35.1 Clubs which do not have a delegate at the meeting may assign proxy votes to their Regional Director, or the voting delegate of another club.

35.2 The club assigning the proxy vote shall instruct the proxy voter on the club's voting intentions.

35.3 Appointment of a proxy voter must be done in writing and presented prior to receiving voting privileges at the AGM.

Votes between Annual General Meetings

36 In the case of a question arising between CFUW ARC AGMs that requires a vote of the clubs, the Executive Committee may ask for a vote of the clubs to be held by electronic means.

37 The Secretary-Treasurer will circulate the question to the clubs, with a date for the clubs to submit their votes on the question.

38 The votes shall be counted as provided in Section 34.

39 Prior to the vote being held, the Executive may hold a Special Meeting of the CFUW ARC by electronic means to deal with the subject of the question to be voted on.

Adoption of Policies

40.1 The Executive Committee may adopt policies concerning

40.1.1 Expense Reimbursement

40.1.2 Nomination Forms and Procedures for Regional Directors

40.1.3 Any other matter deemed necessary

40.2 Once adopted by the Executive Committee, the Policy will be presented to the voting body for ratification at the next CFUW ARC AGM.

Advocacy

41.1 Should a CFUW ARC member club wish to present a brief on any subject consistent with CFUW aims and policies, it can be submitted to the President for circulation to all clubs within the Region.

41.2 If a brief submitted does not deal with a matter on which there is CFUW Policy, the topic must be consistent with CFUW aims, and focus on regional or provincial matters. The Executive Committee shall approve these briefs prior to circulation.

Amendments

42 This constitution and these by-laws may be amended by a two-thirds affirmative vote of the voting body present at CFUW ARC AGM.

43 Amendments may be proposed by a club or by the Executive Committee, and shall be sent to the Chair of the Constitution Committee no later than November 30th in the year prior to the AGM at which the proposed amendment will be voted on.

44 The text of the proposed amendment will be circulated to the clubs by the Chair of the Constitution Committee no later than February 28th of the following year.

45 The notice calling the meeting shall present the text of the proposed amendments.

46 The Constitution Committee shall have permission to make minor changes in numbering and shall be permitted to correct textual errors and inconsistencies, so long as there is no change to the actual meaning.

47 The Constitution and Bylaws adopted in 2008, and subsequent amendments, are repealed.

Appendix A

CFUW Atlantic Regional Council

NOMINATION FORM FOR REGIONAL DIRECTOR

PART ONE: CLUB NOMINATION

CFUW (name of club)________nominates_________________________________as Regional Director for the Province of ____________________________
The nominee is a member in good standing of CFUW ______________and is a resident of the Province of _________________.

CFUW (name of Club)__________________

PART TWO: APPLICATION FROM NOMINEE

Name__________________________________________________

Email Address_________________________________________________

Address____________________________________________

Telephone_______________________________________________

The following is requested to provide the Nominations Committee and the voting members with information about your background and interests in CFUW.

Please list your past and current positions in your club, any other club and any other involvement in CFUW (eg national committees or other ad hoc service)

2. Please list any other volunteer or work experience that would be helpful in the position of Regional Director.

3. I confirm that I am qualified to serve as Regional Director for the Province of _____________________________________________________________, including

that if I am a dual member of another club (including an e-club) that I have paid all dues owing.

4. I consent to being nominated.

Nominee Signature_______________________________________________________

Date: ____________

PLEASE REMIT NOMINATION FORM TO:

ARC Nominations Committee Chair (information to be added as required)

As revised and approved October 25, 2008

As revised and approved October 3, 2009

As revised and approved October 18, 2014

As revised and approved November 6, 2021