CURRENT (2013) CONSTITUTION AND BY-LAWS Where items have moved or been changed it is noted in red. When the location of a bylaw is different it is noted in BLUE 1. a. Constitution This document will no longer exist, it will now be “Articles of Continuance” which replaces our current “Letters Patent. Article 1. NAME The Association hereby established shall be known as the Canadian Association of College and University Student Services. No-change. Article 1 Article 2. PURPOSES The principal purpose of the Association shall be to promote the development and effective use of university and college student services. In particular: 1. To articulate the basic premises underlying student services in universities and colleges; 2. To interpret the roles and significance of student services in universities and colleges to all who are interested in students and their development; 3. To encourage and coordinate fact-finding surveys, studies and long term research in areas of student services in universities and colleges; 4. To encourage the development of programs directed at the professional enhancement of its members; 5. To provide a means for the exchange, review and evaluation of information among members, students, and other interested groups; 6. To develop, encourage and support sound professional and ethical standards in student services in Canadian universities and colleges; 7. To maintain liaison with the Association of Universities and Colleges of Canada through associate membership in it as well as with other related associations and/or agencies. Revised: The principal purpose of the Association shall be to develop and advance student affairs and services at universities, colleges and other post-secondary institutions in Canada. In particular: to provide a means for the exchange, review and evaluation of information among members, students, and other interested groups, to encourage the development of programs directed at the professional enhancement of members, to encourage and develop fact-finding surveys, studies and long term research, to interpret and develop the roles and significance of student affairs and services to all those interested in students and their learning and wellbeing, to develop, encourage and support sound professional and ethical standards in student affairs and services. Article 6 Article 3. MEMBERSHIP The classes of membership and procedures for membership shall be in accordance with provisions in this respect as set forth in the By-Laws. Not necessary Article 8 states: The corporation is authorized to establish two classes of members as follows: A/ Voting Members: Shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Voting Member shall have one (1) vote at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class. B/Non-Voting Members: Except as otherwise provided by the Canada Not-for-profit Corporations Act, S.C 2009, c.23 non-voting members shall not be entitled to receive notice of, attend, or vote at meetings of the members of the Corporation. Article 4. DIVISIONS AND REGIONS 1. Members shall be grouped according to divisions. 2. Divisions shall be established in accordance with the procedures set forth in the By-Laws. DELETE Article 5. REPRESENTATION ON THE BOARD OF DIRECTORS 1. The composition, period of service, method of nomination and voting procedure of the Board of Directors shall be as specified in the By-Laws. Article 5 Minimum and Maximum # of Directors. Article 6. OFFICERS 1. Between meetings of the Board of Directors, the affairs of the Association shall be run by an Executive Committee the size and composition of which may vary from time to time and shall be as set forth in the ByLaws. 3. Members of the Executive Committee shall be the officers of the Association and shall be elected by the membership at large in accordance with a procedure set out in the By-Laws. DUTIES OF OFFICERS NOW OUTLINED IN BYLAWS, PART V Article 7. FINANCIAL OBLIGATIONS 1. The membership fee and other financial obligations shall be as prescribed in the By-Laws. DELETE, redundant Article 8. MEETINGS 1. There shall be an Annual Meeting of the Association. Other meetings may be called at the discretion of the Board of Directors or as prescribed in the By-Laws. 2. Time and place of and quorum at meetings shall be as specified in the By-Laws. DELETE, redundant Article 9. COMMITTEES AND COMMISSIONS 1. Committees and Commissions may be formed as the affairs of the Association make them necessary or advisable. The conditions under which these Committees and Commissions may be formed and shall function shall be as specified in the By-Laws. DELETE, redundant Article 10. LANGUAGES 1. The English and the French languages shall be the official languages of the Association. DELETE, Create Policy. Article 11. BY-LAWS 1. The Association shall have the authority to adopt or amend By-Laws for the conduct of its affairs. The procedures for adopting or amending By-Laws shall be specified in the By-Laws. DELETE, redundant Article 12. AMENDMENTS 1. The Association may, at its Annual Meeting, by affirmative vote of two-thirds of the members present or by an affirmative vote of two-thirds of the ballots returned by mail or electronic voting, adopt such amendments to this Constitution as it deems necessary for the management of the affairs of the Association. Such amendments will be considered valid provided that, in the case of a vote at an Annual Meeting, notice of motion is given to the membership in writing at least thirty days before the Annual Meeting at which the amendment is proposed, or in the case of a mail or electronic vote, the motion and ballots are sent to all voting members of the association and at least thirty days be allowed for response. DELETE, specified in the Act and in our bylaws, redundant. Article 13. HEAD OFFICE 1. The location of the Head Office of the Association shall be determined by the Board of Directors. Article 4 states the province of our registered office is Ontario. Article 14. NON-DISCRIMINATION 1. The Association does not discriminate on the basis of race, colour, national origin, sex, age, affectional/sexual orientation or disability in any of its policies, procedures or practices. DELETE, Create Policy By-Laws Article 1. MEMBERSHIP Part II, Section 2 Membership in the Association shall be of five types: Full, Associate, Student, Life and Honorary. 2. Members a) Full members: Full members shall be those who are employed by a university, college, or post-secondary technical school, and who devote a significant part of their time to working in or training others for working in the area of Student Services. Full members are entitled to nominate, vote and hold office. A Full member of the Association, in good standing, who ceases to be employed by a post-secondary technical school, college, or university, and who desires to continue to be associated with the Association shall be permitted to do so as an Individual Associate Member. b) Associate members: Associate members are affiliated with, but not directly involved in the field of student services at a technical school, college, or university. Associate members may receive some but not all of the benefits of Full membership. All applications for Associate member status will be reviewed by the CACUSS Secretary-Treasurer. Associate members shall be of two categories: i. Corporate Associate: Corporations, organizations, or associations who share in some of the aims of CACUSS may apply to join CACUSS in this category. Corporate Associates shall not be eligible to vote, nominate or hold office. ii. Individual Associate: Persons who by virtue of their functions or interests wish to maintain or obtain membership in the Association for non-commercial purposes who cannot meet the requirements of Full membership. Individual Associates shall not be eligible to vote, nominate or hold office. c) Student members: Student members shall be persons who have an active interest in the area of student services and are enrolled in a recognized post-secondary institution. Student members shall not be eligible to vote, nominate or hold office. d) Life members: Members who have retired from their position in a post-secondary technical school, college, or university, may be granted Life membership. Such membership shall be granted to an individual by a vote of the Board of Directors Life members shall be exempt from payment of dues to the Association and the Division but shall retain all the rights and privileges of dues-paying members, except hold office or vote. e) Honorary members: Persons to whom, for reasons of their functions or interests or because they have rendered outstanding services to the Association, the latter wishes to give recognition, may be offered Honorary Membership. Honorary members shall be exempt from the payment of dues, have the right to attend meetings but have no voting privileges and cannot hold office. 3. Membership Procedure Part II, Section 1 Any person desiring to become a member of the Association shall make application to the Board of Directors, or its agent which shall notify the applicant of the action taken on the application. A person shall become a member of the Association upon meeting the criteria for Membership as described in Article I (1,2) and the payment of their dues. 4. Membership in Good Standing REPLACED THIS ENTIRE SECTION WITH PART II, Section 3, 4, 5 which focuses on transferability, termination and fees/dues. All details will move to policy. Article 2. DIVISIONS THIS WHOLE SECTION DELETED AND REPLACED with PART III Article 3. THE BOARD OF DIRECTORS SEE PART IV for changes. 1. Composition a) The President, President-Elect or Past-President, and the Secretary-Treasurer. b) Two Members-at-Large elected by the membership of the Association for a two year term. c) Two appointed members selected by unanimous agreement of the 5 elected Directors for a two-year term. d) The Chair of the host committee for the next CACUSS conference for a one-year term (ending at the conclusion of that conference). 2. Responsibilities, Power and Functions a) Shall be responsible to the membership of the Association and shall pursue the objectives of the Association between the annual business meetings. b) Shall establish policies to govern the affairs of the Association. c) Shall grant, deny or terminate the status of Divisions. d) Shall exercise such other powers and functions as may be necessary or desirable in the best interests of the Association, not in conflict with the Constitution and By-Laws. 3. Meetings of Board of Directors a) The Board of Directors shall meet at least annually and upon the Call of the President or a majority of the members of the Board. b) Quorum at meetings of the Board shall consist of half the members plus one. 4. Executive Committee a) The Executive Committee of the Board of Directors shall consist of the President, President-Elect or Past President, and the Secretary-Treasurer. b) The Board may, on the recommendation of the President, appoint to the Executive such of its directors as may be required to make the latter an effective enabling body. Upon appointment, these directors become voting members of the Executive. c) The Executive Committee shall act for and be responsible to the Board of Directors, within the limits of such written policies as may be established by the Board of Directors. 5. Indemnification of Directors and Officers The Association shall indemnify any Director or Officer or former Director or Officer of the Association against any expenses actually and necessarily incurred or imposed (including but not limited to, judgments, costs and counsel fees) in connection with the defense of any action, suit or proceeding in which involvement occurred by reason of being or having been such Director or Officer of the Association, except in relation to matters as to which such Director or Officer shall be adjudged in any action suit, or proceeding to be liable for negligence or misconduct in the performance of a duty for the Association. Such indemnification shall not be deemed exclusive of other rights to which such Director or Officer may be entitled, under any other By-Laws, agreement, a vote of the Members, or as a matter of law, or otherwise. Article 4. OFFICERS OF THE ASSOCIATION Part V, Officers of the Association 1. Officers and Terms of Office a) The officers of the Association shall be the President, the President-Elect or Past President, and the Secretary-Treasurer. b) The President-Elect and the Secretary-Treasurer of the Association shall be elected at large from among the voting members of the Association. c) The Secretary-Treasurer shall serve a two-year term. d) The President of the Association shall be elected at large for a 4-year term, in the first year serving as President-Elect, in the second and third years as President, and in the fourth year as Past President. ADDED EXECUTIVE Director. 2. Duties of Officers a) The President shall be the chief elected officer of the Association, shall preside at the annual meeting of the Association, shall be Chair of and preside at meetings of the Board of Directors and of the Executive Committee. The President, subject to confirmation of the Board of Directors, shall appoint the members of all committees, except as otherwise specified in the By-Laws, and shall be an ex-officio member without vote on all committees. She/he shall perform the duties customary to this office and such additional duties as directed by the Board of Directors. b) The President-Elect or the Past President shall perform the duties of the President in the absence or incapacity of the President, and any other duties as assigned by the President. c) The Secretary-Treasurer shall, in addition to serving as Secretary, assure the receipt and expenditure of funds in accordance with the directives established by the Board of Directors. The Secretary-Treasurer shall perform the duties customary to this office and such additional duties as directed by the Board of Directors. d) None of the elected officers of the Association shall receive any compensation for their services as such to the Association. The necessary expenses of the Association may be paid from the funds of the Association under the policies of the Board of Directors established for such payment. Article 5. NOMINATIONS AND ELECTIONS a) Nomination and Election Committee A Nomination and Election Committee consisting of a Chair, appointed by the President of the Association and four other representatives designated by the Board shall be established annually. No member of the Nomination and Election Committee may be a candidate for an elected office. b) Nominations The Nomination and Election Committee shall ask Full Members of the Association to nominate candidates for positions on the Board of Directors. Should it be necessary for the Nominations and Election Committee to solicit nominations in order to fill vacant positions, it shall do so with a view to providing balance of both regional and divisional perspectives to the Board. c) Elections The Nomination and Election Committee shall conduct the election of officers by secret ballot mailed on paper or electronically to the individual members of the Association prior to the annual meeting. d) The Nomination and Election Committee shall submit to the Board of Directors for its approval the proposed procedures for carrying out the annual election. Article 6. MEETINGS OF THE MEMBERSHIP 1. Annual Meeting The Association shall hold an annual meeting at a time and place fixed by the Board of Directors, which shall give written notice thereof to the membership not less than months prior to the time so fixed. The President, or the President-Elect in his/her absence, shall preside at the annual meeting, or appoint a Chair to do so. Changed to 3 months notice 2. Quorum Quorum at any annual meeting shall consist of at least 50 voting members. Article 7. BUSINESS AFFAIRS OF THE ASSOCIATION Minor Edits, Now Part IX 1. Fiscal Year The Fiscal Year of the Association shall be established by the Board of Directors. 2. Annual Audit The Association shall insure an annual Review Engagement Report of its financial affairs and receive a financial statement of its divisions. The Review Engagement Report shall be distributed to the membership annually. 3. Control and Management All property of the Association shall be subject to the control and management of the Board of Directors. 4. Use of Funds No appropriation of Association Funds shall be made without the approval of the Board of Directors. Article 8. COMMITTEES AND COMMISSIONS Minor edits, now Part VII 1. Nature of Committees All Committees and Commissions shall be established on an ad hoc basis, subject to annual review and evaluation by the Board of Directors. 2. Appointment of Committees Committees and Commissions shall be appointed by the President subject to ratification by the Board of Directors. 3. Committee Reports Each Committee or Commission shall formally report to the Board of Directors concerning its activities, accomplishments and future plans, and shall keep the Board of Directors informed at all times concerning its work. Article 9. BY-LAWS AND AMENDMENTS REPLACE WITH PART X. Article 10. RULES OF ORDER Now Part XI Roberts Rules of Order shall prevail at all meetings unless there is a conflict with the Constitution and/or ByLaws. In such a case, the Constitution and/or By-Laws shall take precedence. Added section on Giving Notices (Part XII)