Constitution
Article I: Name
The name of this organization will be “Canadian Federation of University Women Canada GWI” hereinafter called “the Club”.
Article II: Purpose
1. To support the advancement of the status of women, human rights and the common good locally, nationally and internationally;
2. To promote education of women and girls.
3. To work with partners and associations to attain the above,
4. As CFUW members, to support Graduate Women International (GWI).
Bylaws
Section 1: General
- Ad hoc Committee means a committee established for a specific purpose.
- CFUW means Canadian Federation of University Women
- GWI means Graduate Women International
- Majority means more than fifty per cent (50%)
- Plurality means the largest number of votes to be given to any candidate or proposition when
there are three or more choices. - Planning Committee means the Board of Directors for the Club.
Section 2: Planning Committee and Board of Directors
The Planning Committee is the Board of Directors of the Club.
The Planning Committee will meet as necessary to conduct the business of the Club.
The Planning Committee is authorized to conduct all routine business between regular meetings of the Club.
The Planning Committee will authorize the review of the accounts of the Club.
Every Planning Committee Director shall act honestly and in good faith with a view to the best interests of the Club and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances
The Planning Committee consists of the following positions: Membership Coordinator, Treasurer, CFUW and GWI Liaison, Communications Coordinator and one (1) independent member at large. The positions of Membership and Treasurer may be held by one (1) member, but she is entitled to only one (1) vote.
- She will have the care and custody of the funds of the Club and will deposit all monies received by her in the name of the Club in such national bank or trust company as she may in her discretion determine.
- She is authorized to sign for and on behalf of the Club, all such documents as may be necessary in connection with the banking business of the Club, and sign all cheques drawn on any bank account or accounts opened in the name of the Club.
- She will keep proper books of account and will make all routine disbursements. Expenditures exceeding $500.00 and not provided for in the budget, shall be made only when authorized by the Planning Committee. She shall submit the books at the end of the fiscal year for review.
- She will develop a budget each fiscal year, have it authorized by the Planning Committee and present it at the Club’s Annual General Meeting.
- She will keep an up-to-date record of member information.
- Other duties that may be assigned.
- She is responsible for communications with CFUW and GWI and passing on pertinent information to the Planning Committee.
- Other duties that may be assigned.
- She is responsible for communications between the Planning Committee and members.
- She will record and keep the minutes of all meetings of the Club and the Planning Committee.
- Other duties that may be assigned.
- She is responsible for any duties that may be assigned.
The Planning Committee Directors shall be elected by the Club Members at the Club’s Annual General Meeting.
The term of office for the Planning Committee Directors shall be three (3) years beginning June 15.
Any Planning Committee Director may serve for a maximum of three (3) terms consecutively, or until their successors are elected or appointed.
The office of a Planning Committee Director shall be vacated:
- If the Director resigns office by written notice to the Planning Committee, which resignation shall be effective at the time it is received by the Planning Committee or at the time specified in the notice, whichever is later;
- If the Director dies or becomes bankrupt;
- If the Director moves out of Canada
- If the Director is found to be incapable of managing property by a court or under Canada law.
On evidence of fraud, or an undisclosed conflict of interest, the Planning Committee, may by ordinary motions at a Planning Committee meeting, remove a Planning Committee Director.
A quorum of Planning Committee Directors may fill a vacancy among the Directors by a majority vote, and the appointee shall hold office for the remainder of the term of the vacating Director. After that, the appointee shall be eligible to be elected as a Director.
If a quorum of Planning Committee Directors does not exist, there must be an election by the Members to fill the vacancy at a meeting of the Members.
The Planning Committee has the authority to create and appoint Ad Hoc committees.
The Standing Committees are Projects and Governance.
Each committee will have at least one (1) member appointed by the Planning Committee.
The Planning Committee shall determine the composition and terms of reference including mandate and membership requirements for any committee. The Planning Committee may dissolve an ad hoc committee by ordinary motion at any time.
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Planning Committee Director.
Directors may be reimbursed for reasonable expenses they incur in the performance of their Director’s duties as per the Club’s financial policies.
Section 3: Planning Committee Meetings
Meetings of the Planning Committee may be called by any two Directors at any time and any place on notice as required by this Bylaw.
The Planning Committee may fix the time of regular meetings and send notice to each Planning Committee Director, and no other notice shall be required for any such meetings.
The Planning Committee shall meet quarterly.
Notice of the date, time and meeting mode for the holding of a meeting of the Planning Committee shall be given to every Director not less than seven (7) days before the date that the meeting is to be held.
Any Director of the Planning Committee may act as chair.
Each Planning Committee Director has one (1) vote. Questions arising at any Planning Committee meeting shall be decided by a majority of the votes cast.
A Director may participate in a meeting of the Planning Committee by telephonic and/or electronic means that permits all participants to communicate adequately with each other during the meeting.
A majority of the Planning Committee shall constitute a quorum for any meeting of the Planning Committee.
Section 4: Financial
The Planning Committee shall by motion from time to time designate the bank in which the money, bonds or other securities of the Club shall be placed for safekeeping.
The financial year of the Club ends on April 30 in each year.
There will be two signing authorities for the Club. The Treasurer and one (1) additional Planning Committee Director will be appointed as signing authorities.
Section 5: Protection of Planning Committee Directors
No member of the Planning Committee or officially sanctioned committee or any other person who undertakes any liability on behalf of the Club shall be liable for and is hereby released from:
- the acts, neglects or defaults of others involved with the Club; or
- joining in any receipt or other act for conformity; or
- the insufficiency or deficiency of any security in or upon which any of the monies of the Club shall be invested; or
- any loss, damage or expense arising from the bankruptcy, insolvency, or tortious act of any person with whom any of the monies, securities, or effects of the Club shall be deposited; or
- any loss, damage or expense arising from the bankruptcy, insolvency, or tortious act of the Club; or
- any loss, damage or misfortune whatever which shall happen in the execution of the duties of her office or in relation thereto; or
- any loss occasioned by any error of judgment or oversight on her part.
The above protection is not applicable if the act is occasioned by the member’s dishonesty, neglect, willful misconduct, and/ or acts outside the scope of her duties.
Section 6: Membership
There will be one class of member.
Membership is open to all women who are interested in furthering the purposes of CFUW and support the aims and goals of the Club.
A woman who wishes to become a Club member shall submit a registration form for membership to the Planning Committee.
- Club dues will be reviewed and determined biannually by the Board and approved by the members by a majority vote in favor of the votes cast at an annual general meeting.
- Members will pay CFUW per capita dues, GWI per capita dues and CFUW Canada GWI Club dues.
- The amount owing for CFUW per capita dues and GWI per capita dues will be established by the respective organizations.
- Notice of Club dues’ motions must be received by the membership thirty (30) days prior to the date of the next annual general meeting
- A member who belongs to more than one CFUW Club shall only pay CFUW dues to once. She may elect to which club she will pay her CFUW dues.
- Any member failing to pay the annual membership fee by ______________shall be in default and shall cease to be a member of the Club, unless an installment payment plan or alternate payment plan is agreed upon. The Planning Committee will, upon receipt of all unpaid fees, reinstate the former member in default as a member in good standing.
Members have the responsibility to understand and follow ethical behavioral practices. Members will uphold the reputation and good standing of the Club, CFUW and GWI and act with integrity and respect for others
The member will notify the Planning Committee in writing of her intent to withdraw and the date it will take effect.
Upon thirty (30) days’ notice to a Member, the Planning Committee may pass a motion authorizing disciplinary action or the termination of membership for violating provisions of the Articles or Bylaws.
The notice will set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice will be entitled to give the Planning Committee a written submission opposing the disciplinary action or termination not less than five (5) days before the end of the thirty (30) day period. The Planning Committee will consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Section 7: Members' Meetings
- Regular Club Member Meetings will be held quarterly.
- Members may participate in a meeting by telephonic and/or electronic means that permits all participants to communicate adequately with each other during the meeting.
- The Planning Committee CFUW and GWI Liaison Director or her designate, will act as the Regular Meeting Chair.
- The annual meeting shall be held on a day and at a place fixed by the Planning Committee.
- Notice of the annual meeting must be received by the members thirty (30) days prior to the date of the meeting.
- The business to be transacted will be included with the notice of meeting.
- A special meeting may be called by the Planning Committee with notice of special meeting received by the members fourteen (14) days prior to the date of the special meeting. The notice will state the reason for the special meeting and the date and time.
- A special meeting of the Members may be requested in writing by twenty-five percent
(25%) of the membership. The special meeting must be called by the Planning Committee and held within fourteen (14) days of the request having been received.
- Voting at all meetings will be conducted by the means and in the manner decided by the Planning Committee.
- Business arising at any Members’ meeting shall be decided by a majority of votes cast unless otherwise required by the Bylaw.
- Quorum is twenty-five per cent (25%) of the members.
Section 8: Use of Club Name
The name “Canadian Federation of University Women Canada GWI” or any diminutive short form may not be used in speaking or writing or communicating in any forum on any matter contrary to established CFUW or GWI policy.
Section 9: Dissolution and Disbursement of Funds
In the event of the impending dissolution of the Club, distribution of all of the assets after payment of liabilities shall be proposed by the Planning Committee and approved by a majority of the votes cast.
Section 10: Adoption and Amendment of Bylaws
The bylaws may be amended or revised by a vote of two-thirds of the votes cast at an annual general meeting or special meeting at which there is a quorum (one-quarter of the Club membership), provided that notice of such amendment or revision has been given to the membership thirty (30) days prior to the date of the meeting.
Section 11: Parliamentary Authority
The rules and principles of parliamentary procedure as stated in the most recent edition of
Robert’s Rules of Order Newly Revised shall govern the Club in all instances which are not
covered by the ByLaws.
If you have any questions about our constitution and bylaws, please contact us here or send us an email at info@cfuwcanadagwi.com. For the Constitution and Bylaws of the networks we are a member of, please visit the CFUW or GWI websites respectively.
