Preamble
Article 1: Name
Article 2: Relationship to Concordia University
Article 3: Objective
Article 4: Membership
Article 5: General meetings
Article 6: Board of Directors
6.1 Compostition
6.2 Qualification
6.3 Term of Office
6.4 Committees of the Board
6.4.1 Steering Committee
6.4.2 Special Project standing committee
6.5 Nomination of Candidates
6.6 Deemed Resignation and removal
6.7 Quorum
6.8 Notice of Meetings
6.9 Chair and Secretary of the Board of Directors
Article 7: Meeting using technological devices
7.1 Vacancies
7.2 Rules of procedures
7.3 Remuneration
Article 8: Executive
8.1
8.2 Composition of the Executive
8.3 Creation of Executive Positions
8.4 Remuneration
8.5 Tasks & Responsibilites
Article 9: Conflict of Interest
Article 10: Limitation of Liability
Artilce 11: Indemnification
Article 12: Contracts
Article 13: Banking and borrowing arrangements
Article 14
Article 15
Article 16
Article 17: Delegation
Article 18
Article 19
Article 20
Article 21
ANNEX A: By-Laws about the Concordia undergraduate fee levy
Concordia's campus sustainability assessments and various sustainability initiatives have brought recognition to Concordia as a leader in campus sustainability since 2002. From 2004 to present, sustainability staff positions and operational practices have been and continue to be supported and promoted by the university administration. The Sustainability Action Fund seeks to compliment and enhance our campus community's efforts to become a more sustainable campus.
Considering that building a more sustainable university requires the support and participation of all the following By-Laws are enacted;
The name of the SAF hereby established shall be the Sustainability Action Fund herein referred to as the Organization.
The SAF shall exist as a member of the Concordia Community but shall remain an independent body within this community. Decisions made by the Organization shall remain at the discretion of the Board of Directors of the Organization and shall, at no time, be influenced or coerced or by any administrative body of Concordia University.
The objective of the Sustainability Action Fund is to:
Use its financial and political resources to continue, promote, and expand on current & new sustainability programs within Concordia University and the greater Concordia community.
The Sustainability Action Fund shall be composed of four (4) members:
Concordia Student Union;
Concordia University Arts and Science Federation of Student Associations;
Concordia Commerce and Administration Undergraduate Student's Association;
Concordia Engineering and Computer Science Association S.A.;
Supporting Member: Every Concordia University student paying the 1% sustainability fund fee shall be a supporting member of SAF. Supporting members have the right to attend and speak at all general meetings of SAF.
In accordance with the Quebec companies act the annual general meeting is set to receive the financial statements from the previous year, receive the year-end report from the coordinator, appoint auditors, and elect the directors.
The annual general meeting shall be held in September.
Notice of any general meetings shall be seven (14) days. The notice shall be sent by mail to the head office of each member.
Quorum at any General meeting shall be a majority of the members.
General Meetings shall be governed by the latest edition of Robert's rules of order. Should there be a conflict between Robert's rules and the by-laws or policies of SFA the latter takes precedence.
Special General meetings can be called by the Board of Directors or by the coordinator upon the request of two members. The request must contain the items of business to be included on the agenda of the special meeting. Only the items contained in the notice of meetings can be discussed at a special general meeting.
SAF shall be governed by a Board of seven (7) Directors.
Seat 1: One director elected by the Concordia Student Union from its executive;
Seat 2: One director elected by the Concordia Student Union from its Council of Representatives;
Seat 3: One director elected by the Arts and Science Federation of Students Association;
Seat 4: One director elected by the Commerce and Administration Students' Association;
Seat 5: One director elected by the Concordia Engineering and Computer Science Association S.A.;
Seat 6: One director who must be a supporting member elected by the members on a recommendation from Sustainable Concordia;
Seat 7: One director who must be a supporting member from the faculty of Fine Arts elected by the members on a recommendation from the Fine Arts Student Alliance.
All directors must be supporting members at the time of their election.
The following persons will have the right to attend and speak at meetings of the board but shall not have the right to vote:
1. 1% Coordinator, Sustainability Action Fund
2. Sustainability Coordinator-Environmental Health & Safety Department of Concordia University.
3. Environmental/R4 Coordinator- Environmental Health and Safety Department of Concordia University.
4. Inter-Union Council Representative
The term for all Board members shall be one (1) year starting at the closure of the general meeting that they were elected. Directors remain in office until replaced.
The Board shall appoint a committee of three (3) directors that will be responsible for preparing the agenda of board meetings, oversee the work of the SAF and the 1% coordinator. They are entitled to make adjustments to the budget when necessary. Such adjustments will have to be reported and ratified at the following board meeting.
6.4.2 Special Project standing committeeThe Board shall appoint a committee of three (3) directors that will oversee the allocation, approval, oversight and allocation of funds to special projects application. The committee will present a report to the board at each regular meeting.
It will be the responsibility of the each student Association to submit the name of the nominated person for the seats 1 to 5 to the 1% Coordinator seven (7) days before the annual general meeting. If the name of the representative is not submitted by this date, the seat will be vacant at the general assembly, unless the 7 days notice is waived by the general assembly.
If a director is recorded as missing two (2) meetings within a calendar year, they will have deemed to have resigned and their seat will become vacant.
A director can be removed from office by the members who had the right to elect him at a special general meeting. The director facing removal must receive the notice of meeting (14) days before the date of the meeting. The notice must contain the reasons for his removal. The director facing removal will have the right to speak at the special general meeting or send written argumentation that will be read by the chair of the meeting.
Upon removal of a director the special general meeting may fill the vacancy at the same meeting.
Quorum for all meetings of the board of directors shall be 1/2 of the directors presently holding office.
Meetings of the board can be called by the chair of the board, the 1% coordinator or any two (2) directors. The notice and any documents related to the meeting must be sent two weeks in advance to each director. In case of emergency the notice can be reduced to 72 hours.
The Chair of the Board of Directors shall be elected from the directors at the first Board meeting. The 1% coordinator will act as secretary of the corporation.
Directors are allowed to participate by telephone or video conference to any board meeting provided that every director has access to the same technology to participate in a meeting.
Vacant directors seats can be filled by the board of directors for the remainder of the term. The director must have been nominated by the member who would normally have the right to elect him/her.
Meetings of the Board of Directors shall be governed by the latest edition of Robert's rules of order. Should there be a conflict between Robert's rules and the by-laws or policies of SAF the latter takes precedence.
Directors are not remunerated for holding office. They are however entitled to be reimbursed for expenses incurred related to their duties upon presentation of proper justification.
The day to day operations shall be carried on by the executive.
The Executive shall be comprised at minimum of the 1% Coordinator.
The Board shall have the authority to create new executive positions at any given time through a vote of simple majority.
Executive positions shall be appointed by the Board of Directors for one (1) year renewable terms. These terms shall be renewable for a maximum of two years. Any executive can be removed by the Board of Directors by resolution. In the case of the 1% coordinator, he must be given seven days notice of the time and location of the meeting. He must also be given the reasons behind the resolution to remove him from office. The 1% coordinator will have the right to be present and address the reasons put forward for his removal.
Remuneration The remuneration of the executive shall be determined by the Board of Directors.
1% Coordinator
The 1% Coordinator shall be a signing authority as well as the main representative of the Organization to its Membership, all levels of Concordia University administrative bodies, as well as the Community at large.
It will also be the responsibility of the 1% Coordinator to:
A. Seek additional funding for the Organization through Government solicitation & local and national fundraising activities;
B. Promote the goals & accomplishments of the Organization locally and nationally;
C. Coordinate & harmonize all activities, projects, programs and undertakings of the Organization with relevant activities, projects, programs and undertakings of Concordia University and Student SAFs;
D. Organize the creation of agenda for any meetings of the organization, and serve as secretary for the purpose of recording minutes of said meetings, & insuring that all Board members are properly informed of said meetings;
E. See to the prompt and timely issuing of salaries, funding allocations, and purchases of the Organization;
F. Chair all meetings of the Sustainability Action Fund Special Projects Committee;
G. Conduct, with a reputable auditing firm approved by the Board of Directors, annual audit;
H. Shall be a signing authority on all accounts of the fund;
I. Hire a bookkeeper;
J. Act as a non-voting chairperson for the steering and special projects committee;
K. Any other duties assigned by the board of directors from time to time;
Bookkeeper
The 1% Coordinator shall hire a bookkeeper to oversee the updating of the financial records of the organization and the preparation for the audit. The Bookkeeper's salary shall be determined by the 1 % Coordinator in consultation with the Board of Directors. It shall be the responsibility of the Bookkeeper to;
A. Keep proper financial records of the funds undertakings.
B. To issue monthly statement of accounts.
C. To report any questionable spending immediately to the 1% Coordinator and Board of Directors in writing.
D. To work with the 1% Coordinator in preparing documents for the audit and the successful completion of the audit.
Any member of the executive or the Board shall disclose any organizations that he or a member of his immediate family that has a business interest that intends to contract with SAF. When any business with such organization arises, the member shall abstain from participating except to answers questions from board members in any discussion and vote on the issue.
A director or executive must report any situation of conflict of interest he is facing to the board of directors and such conflict must be noted in the minutes of the meeting following the disclosure.
No director, officer or employee shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to SAF through the insufficiency or deficiency of title to any property acquired for or on behalf of SAF, or for the insufficiency or deficiency of any security in or upon which any of the moneys of SAF shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of SAF shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the SAF shall be deposited, or for any loss occasioned by any error in judgment or oversight on such person's part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or employment or in relation thereto, unless the same are occasioned by such person's own negligence or willful default; provided that nothing herein shall relieve any director, officer or employee from the duty to act in accordance with the Act or from liability for any breach thereof.
SAF shall indemnify a director or officer of SAF, a former director or officer of SAF or a person who acts or acted at SAF's request as a director or officer of a body corporate of which SAF is or was a shareholder (or other type of equity holder) or creditor, and such person's heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of such SAF, Company or body corporate, to the full extent permitted by the Act and by law The SAF is authorized to enter into agreements evidencing its indemnity in favour of the foregoing persons to the full extent permitted by law and may purchase and maintain insurance against the risk of its liability to indemnify pursuant to this provision.
Contracts, documents or other instruments in writing requiring the execution by the SAF are signed 1% Coordinator. All contracts, documents or other instruments in writing so signed shall be binding upon the SAF without any further authorization or formality Notwithstanding this provision, the directors are authorized from time to time, by resolution, to appoint any officer or officers, director or directors, or any other person or persons on behalf of the SAF either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
The banking business of the SAF including, without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations and under such agreements, instructions and delegations of powers as the directors determine from time to time Without limiting the borrowing powers of the SAF, the board may from time to time: (a) borrow money upon the credit of the SAF; (b) issue, re-issue, sell or pledge bonds, debentures, notes, or other evidence of indebtedness or guarantee of the SAF, whether secured or unsecured; and (c) mortgage, hypothecate, pledge, or otherwise create an interest in or charge upon all or any property (including the undertaking and rights) of the SAF, owned or subsequently acquired, by way of mortgage, hypothec, pledge or otherwise, to secure payment of any such evidence of indebtedness or guarantee of the SAF Nothing in this section limits or restricts the borrowing of money by the Union on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the SAF .
The SAF shall maintain at its head office during normal business hours a book or books containing the following:
a) These by-laws, amendments to it and all regulations enacted or repealed.
b) The names and addresses of the members.
c) The names and addresses of the Directors and the Executive and the dates upon which they became and cease to be such.
d) Minutes of all the meetings of the Board, as approved by the Board and signed by the Chair of the Board and the Secretary.
e) Detail as to the receipts and disbursements of the SAF and the matters to which each of them relates, as well as details of its financial transactions and its credits and liabilities.
The Fiscal Year of the SAF shall terminate on the 31st of May. The financial statements of the affairs of the SAF for the presentation to the members at the Annual General Meeting thereof shall be made up to that date.
The Head Office of the SAF will be in the city of Montreal, Province of Quebec. The SAF may, in addition to the foregoing, establish other offices elsewhere as the directors may, from time to time, determine.
The Board may, from time to time, entrust to and confer upon any one or more of the Directors or any standing or special committee or any officer or officers of the SAF for the time being or any corporation or person or attorney or agent or trustee, either within or without Canada such of the powers exercisable by the Directors as they think fit, including the powers to sub-delegate, for such time and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as they may deem expedient and may from time to time revoke, withdraw, alter or vary all or any of such powers.
In the event of any conflict between these by-laws and any regulations of the SAF, these by-laws shall take precedence.
All amendments, regulations, and resolutions, motions or decisions of the SAF, including, but not limited to those made by the executive, the Board, Special General Meetings or Referendums must be made in conformity with these by-laws.
Amendments to these By-Laws and the adoption of any new by-law must be approved by two-thirds of the Board and ratified by a majority of the members at a general meeting.
In these by-laws the masculine shall include the feminine, singular shall include the plural and vice-versa, where appropriate.
By-Laws about the Concordia undergraduate fee levy
Any supporting member wishing to get reimbursed the SAF fee levy must:
During the refundable period of 30 days starting 24 hours after the Concordia University DNE deadline come to the head office and fill out the prescribed form. The form must be accompanied by a copy of the financial statement showing that all fees owed to the university have been paid.
Upon reception of the statement and completed form a check will be issued at the latest ten (10) days after the end of the refundable period. The refund will be good for one (1) academic semester.
Page Title: Our Initiatives - Sustainability Action Fund: Policies > By-Laws - Concordia University - Montreal, Quebec, Canada
Page URL:http://sustainable.concordia.ca/ourinitiatives/saf/policies/bylaws/index.ph...index.php
Date Printed: Fri March 12, 2010
