Cape Breton University
(Revised March 31, 2014)
1. In these By-laws unless there be something in the subject or context inconsistent therewith
a. “Association” means Cape Breton University Alumni Association;
b. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act;
c. “Special Resolution” means a Resolution passed by not less than three-fourths of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the Resolution as a Special Resolution has been duly given;
d. “notice” means a written notice or any other electronic type notice that is agreed to by the Directors;
e. “the seal” of the association shall remain in a secure place on the campus of Cape Breton University; and
f. “Gender” 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.
2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these By-laws, and none others, shall be members of the Association, and their names shall be entered in the Register of Members accordingly.
3. For the purpose of registration, the number of members of the Association is unlimited.
4. Every member of the Association shall be entitled to attend any meeting of the Association and to vote at any meeting of the Association and to hold any office, but there shall be no proxy voting.
5. Membership in the Association shall not be transferable.
6. a. Regular Members
i) All members of degrees, certificates and diplomas of Cape Breton University, or its predecessor institutions, namely, University College of Cape Breton, Xavier Junior College, St. Francis Xavier University, Sydney Campus, College of Cape Breton, and the Nova Scotia Eastern Institute of Technology, shall be regular members of the Association;
ii) Any person who has attended Cape Breton University or its predecessor institutions, for at least one (1) year or equivalent, and has left the University College in good standing, shall be a regular member of the Association upon application to and approval by the Executive Board.
iii) a) Only a regular member may hold executive office in the Association, but no such requirements exists for the office of Director,
b) Only a regular member may vote at annual or special meetings, or by mail only any matters pertaining to the affairs of the Association;
b. Honorary Members
i. The Board of Directors shall determine and appoint any Honorary members of the association;
ii. Any person other than a regular member, who receives an Honorary degree from Cape Breton University shall be an Honorary member of the Association;
c. Associate Members
i. Any friend of Cape Breton University may become an Associate member of the Association upon application to and approval by the Executive Board.
i. Any member wishing to withdraw his or her membership shall be entitled to do so upon notifying the Secretary in writing of such intentions.
7. The fiscal year of the Association shall be the period from April 1 in any year to March 31 in the year next following.
8. a. The ordinary or annual general meeting of the Association shall be held within three months after the end of each fiscal year of the Association;
b. An extraordinary general meeting of the Association may be called by the Chairman or by the Directors at any time and shall be called by the Directors if requisitioned in writing by at least twenty-five (25) percent in number of the members of the Association.
9. Fourteen (14) days (written) notice and or 5 days of electronic notice of an annual general meeting, specifying the place, day and the hour of the meeting, and in the case of special business, the nature of such business, should be given to the members. Notice of proposed meeting shall be placed on the website of the Cape Breton University Alumni Association as well as the website of Cape Breton University. Two (2) days notice in the form and manner similar to notice of an annual general meeting shall be necessary for an extraordinary general meeting.
10. At each ordinary or annual general meeting of the Association, the following items of business shall be dealt with and shall be deemed to be ordinary business:
a. Minutes of preceding general meetings;
b. Consideration of the annual report of the Directors;
c. Consideration of the financial statements, including the balance sheet, income statement and statement of cash flows, and the report of the auditors thereon;
d. Election of Directors for the ensuing year;
e. the appointment of the outside auditor;
f. the appointment of outside legal council;
g. an updating of the membership list;
review with the members the best practices for communicating with members as well as potential new members.
All other business transacted at any ordinary or annual general meeting shall be deemed to be special business, and all business shall be deemed special that is transacted at an extraordinary general meeting of the Association.
11. No business shall be transacted at any present meeting of the Association unless a quorum of members is present at the commencement of such business and such quorum shall consist of seven (7) members.
12. If within one half-hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
13. a. The President of the Association shall preside as Chairman at every general meeting of the Association;
b. If there is no President, or if at any meeting he is not present at the time of holding the same, the 1st Vice-President shall preside as Chairman;
c. If there is no President or 1st Vice-President, or if at any meeting neither the President nor the 1st Vice-President is present at the holding of the same, the members present shall choose someone of their number to be Chairman.
14. The Chairman shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he shall have a casting vote.
15. The Chairman may, with the consent of the members, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
16. At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chairman that a Resolution has been carried and an entry to that effect in the book of the proceedings of the Association shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such Resolution.
17. If a poll is demanded in the manner aforesaid; the same shall be taken in such a manner as the Chairman may prescribe and the result of such poll shall be deemed to be the Resolution of the Association in general meeting.
VOTES OF MEMBERS
18. Every member shall have one vote and no more.
19. Unless otherwise determined by a general meeting, the number of Directors shall not be less than 5 or more than 20. The subscribers to the Memorandum of Association shall be the first Directors of the Association.
20. Subject to the right of the membership of the Association to review and amend such provisions, the Directors shall be determined as follows:
a. Up to 20 Directors of the Association shall be elected at the Annual General Meeting of the Association from the regular membership;
b. The President of the Students Union at Cape Breton University or his or her representative.
21. In the event that a Director resigns his or her office or ceases to be a member of the Association, whereupon his or her office as Director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Association.
22. The Association may, by Special Resolution, remove any Director before the expiration of the period of office and appoint another person in his or her stead. The person so appointed shall hold office during such time only as the Director in whose place he or her is appointed would have held office if he or her had not been removed.
23. Meetings of the Board of Directors shall be held as often as the business of the Association may require and shall be called by the Secretary. A meeting of Directors may be held at the close of every ordinary or annual general meeting of the Association without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each Director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any Director shall not invalidate the proceedings at any meeting at the Board of Directors.(electronic notice)
24. No business shall be transacted at any meeting of the Board of Directors unless one-third of the Directors are present at the meeting.
25. The President, in his or her absence, the 1st Vice-President, or in the absence of both, any Director appointed from among those Directors present, shall preside as Chairperson of the meetings of the Board.
26. The Chairperson shall be entitled to vote as a Director, and in the case of an equality of votes, he shall have a casting vote in addition to the vote in which he is entitled to as a Director.
POWERS OF DIRECTORS
27. The management of the activities of the Association shall be vested in the Directors who, in addition to the powers and authorities by these By-Laws or otherwise expressly conferred up them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statue expressly directed or required to be exercised or done by the Association in general meeting. In particular the Directors shall have power to engage a coordinator and to determine his or her duties and responsibilities and his or her remuneration. The Directors may appoint an executive committee, consisting of the officers and such other persons as the Directors decide.
OFFICERS, EXECUTIVE AND DUTIES
28. The Officers of the Association shall be a president, a 1st Vice-President, a Secretary, a Treasurer, and the Past President and such other officers as the Directors may from time to time appoint. The Secretary and Treasurer shall be elected by Directors and hold office for a two year term. The Past President shall be the President from the preceding term. The 1st Vice-President shall be the Treasurer of the preceding term. The President shall be the 1st Vice-President from the preceding term. Except as provided in paragraph 29, no officer shall be paid any salary or remuneration for the execution of his or her duties other than such out-of-pocket expenses as he may properly incur on behalf of the Association.
29. The Board of Directors shall carry out the day-to-day activities of the Association
and shall be responsible for promotion and administration of programs and projects and the initiation of the new projects and programs as designated and approved by the Association.
The Board of Directors shall work with individuals, governments, and citizens’ groups to further the aims and objects of the Association. The Board of Directors shall in addition:
a. Become familiar with all relevant programs and assistance available through various agencies;
b. Develop budgets and control expenditures as directed by the members;
c. Maintain adequate files and records, as well as digital records, on all activities;
d. Develop and maintain an acceptable reporting system for the Association and its committees and have the same available at all meetings of the Association; and
e. Perform other related duties as may be required from time to time.
30. The Chairman shall preside at meetings of the members of the Association and of the Board of Directors and shall have an extra or deciding vote when votes are evenly divided. The Chairman and the Secretary shall sign all documents requiring the seal of the Association and perform such as duties as are usual for such an Officer.
31. In the event of the absence, illness, or incapacity of the Chairman, the 1st Vice President shall act in his or her place and stead for all purposes.
32. The Secretary shall:
a. Prepare notices of meetings;
b. Keep minutes of meetings of the Association and meetings of the Board of Directors; and
c. Read all correspondence and answer all correspondence as directed.
33. The Treasurer shall:
a. Collect and deposit the receipts of the Association;
b. Keep the books and accounts of the Association;
c. Prepare cheques in payment of accounts of the Association; and d. Have the authority to assign duties to the Executive Director.
FINANCE AND ADMINISTRATION
34. The borrowing powers of the Association shall be exercised in accordance with the provisions of the Societies Act for the Province of Nova Scotia.
35. The books and accounts of the Association shall be audited each year and certified by a public licensed accountant.
36. a. The Alumni Office of the Cape Breton University, 1250 Grand Lake Road, Sydney, Nova Scotia, shall be the registered office of the Association.
b. At such registered offices shall be kept:
i. The Corporate Seal of the Association;
ii. The official updated list of members of the Association;
iii. The minutes of all meetings of the Association; and
iv. The records and books of account of the Association.
37. The Association shall adopt a seal which may be affixed to any documents signed for or on behalf of the Association. Such seal shall be authenticated by the signatures of the Chairman and the Secretary.
38. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by the Chairman or the Vice-Chairman, and the Secretary, or otherwise as prescribed by Resolution of the Board of Directors.
39. Any member may inspect the books of account or records of the Association at the registered office of the Association upon giving reasonable notice of his or her intention to do so to the Secretary of the Association.
40. The Association shall file with the Registrar its Annual Statement, a list of its Directors with their addresses, occupations and dates of appointment or election, and within fourteen (14) days of a change of Directors, notify the Registrar of such change.
REPEAL AND AMENDMENT OF BY-LAWS
41. The Association has power to repeal or amend any of these By-Laws by a Special Resolution passed in the manner prescribed by law.
42. The Board of Directors shall serve as a standing committee to transact such business as may properly be required of the Association between meetings of the members and shall carry on its activities in accordance with such directions and limitations as the members may from time to time prescribe.
43. The Board of Directors shall create such committees as the Board of Directors deem necessary from time to time to effectively carry out their duties. The committees shall be in such form and have such duties as are determined by the Board of Directors. Members of the committees shall be members of the Association and Members of the Board of Directors as appointed by the Board of Directors. The association shall have at least three committees:
Executive Committee Audit Committee Nominating/Governance Committee Fundraising Community/Connection; and