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CFUW Oakville’s Constitution and Bylaws – Approved March 2015

2015 CFUW Oakville Club Constitution
Revision approved by the Membership at the March 23, 2015 General Meeting
 Definitions
The designation “ex officio” is deemed to be non-voting
The term “notice of motion” is used when members must receive a written copy of a motion, usually contained in the Club Newsletter or by electronic means, prior to the General Meeting at which that motion will be put to a vote.
3. “Financial instrument” is defined as a financial investment of any kind that can be traded.
4. “Resolution” is defined as a motion dealing with an advocacy issue.
ARTICLE I – NAME
The name of the organization shall be the Canadian Federation of University Women Oakville (CFUW Oakville), hereinafter called “the Club”.
ARTICLE II – PURPOSE
The purpose of this organization shall be:
1. To participate in the work of the Canadian Federation of University Women (CFUW), CFUW Ontario Council and the International Federation of University Women (IFUW) for understanding and cooperation among women around the world.
2. To assist in developing a sound concept of education values and in maintaining high standards of public education; to encourage continuing education for women by fundraising for awards.
3. To arouse and sustain among members an intelligent interest in public affairs in the educational, political, social and cultural fields; to encourage active participation by women in such affairs; to provide an opportunity for the expression of united opinion and effectual concerted action; to be concerned with human rights and with the economic, legal and professional status of women in Canada.
4. To foster a sense of responsibility and to encourage members to place their education and professional training at the service of the community.
5. To provide an opportunity for social contacts and the friendly interchange of ideas and information among members in the community.

by-laws
BY-LAW I – MEMBERSHIP
Section 1
There shall be Regular members and there may be Life, Honorary, and Student members. All members shall support the objectives and purpose of CFUW and the Club. Members shall abide by the rules and regulations of the Constitution, By-laws and Policies.
1. Regular Membership
Regular membership shall be open to:
Graduate women who have studied at post-secondary institution followed by the awarding of a degree, diploma or equivalent qualification/designation
or any woman who supports the purposes of CFUW and the Club.
Members shall be entitled to all Club privileges, to hold office and to vote.
2. Life Membership
Members who have rendered distinguished service towards realizing the purposes of the Club may become Life Members after being recommended by the Board and elected by a majority of votes cast at a General Meeting. Notice of motion shall be given. Life Members shall be entitled to all Club privileges, to hold office and to vote. The number of Life Members may not exceed two percent (2%) of the Club Membership. Life Membership is not transferrable to another club.
3. Honorary Membership
Honorary Membership may be conferred upon any woman who has made a significant contribution to the development of society in ways consistent with the purposes of CFUW, as recommended by the Board and elected by a majority of votes cast at a General Meeting. Notice of motion shall be given. Honorary Members shall not hold office or have voting privileges, but may attend General and Annual Meetings and participate in Interest Groups. The honorary designation is a privilege specific to CFUW Oakville membership.
4. Student Membership
A woman is eligible for Student Membership if she is a resident of Canada and enrolled as a full-time student at a post-secondary institution. A student member shall be entitled to all the privileges and responsibilities of membership in the Club.

Section 2. Application for Membership
A woman who wishes to become a Club member shall submit a signed CFUW Oakville application form for membership. On CFUW Oakville confirmation of eligibility and upon payment of the appropriate fees, the applicant shall be considered a member.
Section 3 Transferring Members
1. A member transferring to another club shall apply to the Membership Chair for a letter of transfer. She shall thereby relinquish all rights and privileges of this Club.
2. A member transferring from another club during the year shall provide a letter of transfer.
 Section 4 – Statements on behalf of the Club.
1. No member or group of members of the Club shall make any public statement or representation in any public forum, the media or within CFUW which commits or suggests commitment by the Club to, or the Club’s support of, an action or policy without the prior approval of the membership by a vote in accordance with By-law V Section 6(Voting and Quorum) and subject to By-law X (Use of CFUW names).
2. Where members serve on community boards or committees, they shall not speak in the name of the Club unless specifically instructed to do so by a vote of the membership in accordance with By-law V Section 6 (Voting and Quorum) and subject to By-law X (Use of CFUW names).
BY LAW II – DUES
Section 1 Dues Distribution
Each member shall pay annual dues, the amount to be recommended by the Board and approved by the membership at a regular General Meeting after written notice of motion. The dues shall include the CFUW per capita dues, the CFUW Ontario Council dues and insurance levy, a portion for the Club operating expenses and a portion designated to University Women’s Club of Oakville Scholarship Fund.
Section 2 Dues Date
All dues are due at the September General Meeting. A member who fails to pay her annual dues by the October General Meeting shall cease to be a member.
Section 3 Dual Membership
Members who choose to be members of more than one CFUW club shall not be required to pay their CFUW and CFUW Ontario Council dues twice, but shall designate through which club these dues shall be paid. The operating expense portion of the annual Club dues shall be paid.

Section 4 Members Joining after January 1st
New Members who join after January 1st and before May 31st shall be entitled to a $25 discount from the amount of annual dues.
Section 5 Life Members
Life Members shall be exempt from payment of the annual Club dues. CFUW Ontario Council dues and insurance levy and CFUW per capita dues for Life Members shall be paid from the operating budget of the Club.
Section 6 Honorary Members
Honorary Members shall be exempt from the payment of annual dues. The Club is not liable for CFUW Ontario Council dues or CFUW per capita dues for Honorary Members. CFUW Ontario Council insurance levy for Honorary Members shall be paid from the operating budget of the Club.
Section 7 Student Members
Student members shall pay applicable local Club dues, CFUW Ontario Council insurance levy and 50% of the CFUW per capita dues.
Section 8 -Transferring Members
Members transferring from another club who have already paid their current CFUW and CFUW Ontario Council dues shall pay only the local dues and the insurance levy for the rest of the Club’s fiscal year.
Section 9 Other
Any circumstance arising with regard to fees which is not covered by the above conditions shall be handled by the Board.
 BY-LAW III THE BOARD AND COMMITTEES
Section 1 – The Board
The Board shall be composed of the following:
1. The elected Officers of the Club (also referred to as the Executive)
President
Vice President
Secretary
Treasurer (Finance Chair)
Past President
Honorary President
2. The Chairs of the Standing Committees of the Club :
Membership
Finance
Programme
Newsletter Editor
Interest Groups
Advocacy
Hospitality
Awards
Section 2 – Other Committees
1. Committees by Appointment shall be made by simple appointment by the President or by nomination and subsequent election at the Annual Meeting.
Nominations
Publicity
Advertising/Newsletter Distribution
Directory
Status of Women (sub-committee of Advocacy)
Legislation (sub-committee of Advocacy)
Education (sub-committee of Advocacy)
Webmaster
Archivist
IFUW/CFUW Liaison (Past President)

2. Special Club Appointments which shall be made or renewed by the President with the approval of the Board are:
Advancement of Women Halton – one or two Club members
Section 3 Duties
1. The Board shall be responsible for the administrative details of operating the Club.This includes developing, maintaining and approving policies and job descriptions.
2. The duties of the Executive shall be:
a. The President shall preside at all meetings of the Club, of the Board and of the Executive. She shall be a member of the Finance Committee and shall be an ex-officio member of all other committees, except the Nominating Committee. She shall also be an ex-officio member of the Scholarship Fund Trustees Committee.
b. The Vice President shall assist the President and perform the duties of the President in her absence. She shall be a member of the Finance Committee, and the Nominations Committee and shall be an ex-officio member of all other Standing Committees. She shall ensure that the Club’s Procedures Book, Board Manual (including job descriptions) are updated each year in all forms in use( eg digital,paper).
c. The Secretary shall record the minutes of all meetings of the Club, the Board and the Executive. She shall conduct all official correspondence of the Club as directed by the Board, excluding the business of Standing and Special Committees. She shall organize distribution of annual reports.
d. The Treasurer shall have custody of the funds of the Club in accordance with the Constitution, By-Laws and Procedures. She shall be Chair of the Finance Committee. She shall also be an ex-officio member of the Scholarship Fund Trustees Committee.
e. The Past President shall be the Chair of the Nominations Committee. She shall act as a CFUW/IFUW Liaison.
f. The Honorary President shall act in an advisory capacity to the Executive , and the Board. She shall be the Club’s Parliamentarian except at the Club’s Annual Meeting where she shall preside. She shall undertake other tasks as requested by the Board.
3. The Duties of the Standing Committee Chairs and Committee by Appointment Chairs:
a. Each Committee Chair shall have a committee to assist her in her duties.
b. The Membership Committee shall be responsible for all matters pertaining to membership including the Membership Directory.
c. The Finance Committee shall be responsible for determining the ongoing financial requirements of the Club.
d. The Programme Committee shall arrange all details pertaining to the programme portion of all General Meetings including the December Party and the Annual Meeting Dinner but not including fundraising events.
e. The Hospitality Committee shall be responsible for details pertaining to hospitality, facilities and venue including the venue booking of regular monthly meetings and the December Party and the Annual Meeting Dinner, but not including fundraising events.
f. The Newsletter Editor shall produce the Club Newsletter and shall provide space for the University Women’s Club of Oakville Scholarship Fund to provide financial reports and announce award winners.
g. The Advertising/Newsletter Distribution Committee shall be responsible for soliciting and managing advertising for both the newsletter and directory. The Committee will distribute the newsletter.
h. The Publicity Committee shall be responsible for coordinating all publicity(print, digital, and social media) relating to the activities of the Club, subject to the approval of the Board.
i.The Interest Groups Chair and the Interest Group Convenors shall constitute the Interest Group Committee. This Committee shall organize all matters pertaining to Interest Groups.
j. The Advocacy Committee shall include three subcommittees with members representing matters pertaining to Education, matters pertaining to Legislation and Resolutions and matters pertaining to Status of Women in order to provide liaison with the Ontario Council and the CFUW.
The Education representative(s) shall liaise with the Ontario Council and the CFUW Education Committee .
The Legislation and Resolutions representative(s) shall study and make recommendations on proposed CFUW resolutions; support the implementation of approved CFUW, CFUW Ontario Council and IFUW resolutions; encourage and review any resolutions proposed by Club members for CFUW consideration. The Committee shall be a liaison with the Ontario Council Legislation Committee and the CFUW Legislation and Resolutions Committees.
The Status of Women representative(s) shall promote the economic, legal and professional status of women. The Committee shall be a liaison with the CFUW Ontario Council and the CFUW Status of Women Committees.
k. The Nominations Committee shall be chaired by the immediate Past President and consist of the Vice President, and four other members: two from the Board (and/or Chairs of Committees by Appointment) and two from the general membership. The Nominations Committee shall publish and then present a proposed Slate of Officers, members of the Board, Chairs of Standing Committees and Chairs of Committees by Appointments at the Annual Meeting. The Nominations Committee shall recommend replacements to the Board in the event of vacancies on the Board or the Committees by Appointment or the University Women’s Club of Oakville Scholarship Fund Trustees.
l. The CFUW/IFUW Liaison shall be responsible for reporting to the Club on CFUW/IFUW activities.

m. The Archivist shall be responsible for keeping current and past records and information about the Club.
n. The Webmaster shall be responsible for maintaining the Club website.
o. The Awards Committee shall be responsible for the process to recommend the winners of all University Women’s Club of Oakville Scholarship Fund Awards. The Chair may be a trustee of the Scholarship Fund. The Chair shall report to the membership on the winners of the awards.
Section 4 -Authority to Fundraise
The Board shall be responsible for the fundraising activities of the Club. Such activities must have the approval of the membership at a General Meeting according to By-law V Section 6(Voting and Quorum) after notice of motion has been given.
Section 5 – Term of Office of Board members and Committee Members.
The term of office shall be one year. No person shall be on the Board for more than four consecutive years unless the person is proceeding to the office of President. A Member of the Board, Officer or Committee Chair may hold the same office for a maximum of two consecutive years unless the position would otherwise be vacant .
Each Committee shall renew its committee members and Chair on a regular cycle of 2 or 3 years. When a committee member or Chair has completed 3 years of continuous service, she may rejoin the committee following a year’s absence unless the position would otherwise be vacant.
The Past President as Chair of Nominations shall review the length of service of the chairs and all committee members annually.
Section 6 – Reporting Responsibilities
Each Member of the Board and Chair of Committee by Appointment shall report to the Board on a regular basis.
BY-LAW IV – SPECIAL COMMITTEES AND APPOINTMENTS
Special Committees, for the purpose of executing a specified task, such as fundraising, are formed by a passed motion of the Board. The motion contains clearly defined terms of reference for the work of the Special Committee.
The President may appoint the Chair for a Special Committee. The Special Committee Chair is required to report monthly to the Board and seek approval and support for plan and execution of task.
Any activity which requires participation, commitment and/or the financial support of the general membership must be approved by the membership by a vote in accordance with By-law V Section 6 (Voting and Quorum) and subject to By-law IX(Use of CFUW names), after notice of motion has been given.
A written report shall be submitted to the membership upon the completion of the Special Committee’s task and the Committee will be dissolved.
BY-LAW V – MEETINGS
Section 1 –General Meetings
The General Meetings of the Club shall be held on the third Monday of the month, unless otherwise determined by the Executive Committee. There shall be a minimum of six meetings during the year.
Section 2 –Special General Meeting
A special general meeting may be called at any time by the President or, by the Secretary on written request of any ten members.
Section 3 – Annual Meeting
There shall be an Annual Meeting held each year in May or as otherwise determined by the Board to elect and install the Board and approve the annual reports and conduct other business.
Section 4 – Board Meeting
The Board shall meet at least seven days prior to each General Meeting. There shall be a minimum of 8 meetings of the Board and/or the Executive during the year.
Section 5 –Open General Meetings
All meetings of the Club shall be closed to non-members except under special circumstances:
1. The September meeting shall be open to all prospective members.
2. A prospective new member may attend one meeting before joining.
3. Any meeting may be designated an Open Meeting by the Board.

Section 6 – Voting and Quorum
A majority of the total votes cast shall constitute passage of all motions, except as specified in By-Law XI-Amendments.
1. General Meetings – Ten per cent (10%) of the total membership shall constitute quorum for a General Meeting.
2. Board Meetings –
A majority of the total members of the Board shall constitute a quorum for a Board meeting. A majority of the total members of the Executive shall constitute a quorum for an Executive meeting.
Where a Board position is held by two members as co-chairs, they shall exercise only one vote at the Board meeting and for determining quorum.
Where a member holds two positions on the Board, she shall exercise only one vote at the Board meeting and for determining quorum.
BY-LAW VI – NOMINATIONS AND ELECTIONS
Section 1 – Additional nominations
Following publication of the proposed slate, additional nominations may be made in writing to the Nominations Committee up to 14 days before the Annual Meeting, provided that each nomination is proposed and seconded by member and is accompanied by the written acceptance of the nominee.
Section 2 – Elections
The Board shall be elected at the Annual Meeting. Ballots will be used when there is more than one candidate for any position. The Nominations Committee Chair shall appoint scrutineers to supervise such an election. If there is no contested office, the Secretary shall be instructed to cast a ballot for the Slate.
Section 3 – Installation
All elected Executive members, Board members and Standing Committee Board members and Chairs of Committee by Appointment shall be installed at the Annual Meeting, shall assume office immediately and shall hold office until the next Annual Meeting.
Section 4- Resignations
Any Member of the Board or Chair of a Committee by Appointment unable to fulfill her responsibilities may resign her position. The Nominations Committee shall then nominate a member to fill the position until the end of the current term. The Board shall pass a motion approving the nomination.
BY-LAW VII – FINANCE
Section 1 -Fiscal Year
The fiscal year shall be from June 1 to May 31.

Section 2 – Signing Officers, Financial Instruments
There shall be three signing officers: The President, the Secretary and the Treasurer. Two signatures are required on all disbursements.
All contractual obligations and significant changes in financial instruments are subject to the approval of the Board
Section 3 -Finance Committee
There shall be a Finance Committee consisting of the Treasurer as Chair, the President, the Vice President, and the Treasurer of the Scholarship Fund. The Committee shall present a proposed Annual Budget for approval by the membership in April. The Treasurer of the Club shall publish the year-end financial statements at the beginning of the new Club season in the Club Newsletter.
Section 4 -Financial Review Committee
There shall be a Financial Review Committee, appointed by the Board from the general membership, consisting of one or more members, one to be designated as Chair. Such committee shall be approved by the membership before the Annual Meeting. It shall be their duty to examine all books and accounts of the Club at year end and report to the Club.
Section 5 -Disbursements
The Board may approve the expenditure of an amount over and above the budget not exceeding $600. Any disbursement in an amount exceeding $600 shall require the approval of the general membership by a vote in accordance with By-law V Section 6(Voting and Quorum)and subject to By-law IX(Motions and Resolutions) after notice of motion has been given.
Section 6 –Transfer to University Women’s Club of Oakville Scholarship Fund
Any money raised by the Club on behalf of the Fund shall be transferred to the Scholarship Fund after all expenses have been paid.
BY-LAW VIII – INTEREST GROUPS
Section 1-Participation
Only Club members shall participate in interest groups.
Section 2 – Formation
Interest Groups may be formed by the Interest Groups Committee Chair, as requested by the membership, and shall have a minimum of four participating members one of whom is the Convenor.

Section 3 – Interest Group Organization
Each Interest Group shall appoint a Convenor who is responsible to the Interest Groups Committee Chair. Interest Groups shall be responsible for their own funding. The time and place of meetings shall be at the discretion of the group and may be printed in the Newsletter.
Section 4 – President
The President shall be an ex officio member of all Interest Groups.
 BY-LAW IX – MOTIONS AND RESOLUTIONS
Any member or group of members who wish to present a motion or resolution shall submit a written copy with supporting material to the Board. If a motion commits the Club to any course of action or if a resolution expresses the opinion of the Club on questions of public interest, it must be approved at a General Meeting by a vote in accordance with By-law V Section 6(Voting and Quorum) and subject to By-law X(Use of CFUW names). Should an urgent situation arise, the Board may decide on the appropriate action, and shall report to the General Membership at the earliest opportunity.
BY-LAW X – Use of “Canadian Federation of University Women Oakville”, “CFUW Oakville” name
The names “Canadian Federation of University Women Oakville” and “CFUW Oakville” shall not be used in speaking or writing or communicating in any public forum on any matter contrary to established CFUW policy.
Where there is no established CFUW policy and subject to Bylaw I Section 4 (Statements on Behalf of the Club), the Club name may be used in speaking or writing on matters of local concern, provided that these are in accordance with the purposes of CFUW and not contrary to any policy adopted by CFUW or by the Ontario Council or by the Club.
 BY-LAW XI – AMENDMENTS
The Constitution and By-Laws may only be amended by a vote of two-thirds (2/3) of the votes cast at any General or special meeting, provided that such amendment has been submitted with notice of motion to the general membership of the Club and provided that a quorum is present for the vote.
BY-LAW XIII– 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 CFUW Oakville in all instances which are not covered by the Constitution and By-Laws

BY-LAW XIV – DISSOLUTION
In the event of dissolution of the Club, any funds remaining in the Club’s account(s) and financial instruments after payment of all debts and liabilities, including current CFUW fees, shall be transferred to the CFUW Charitable Trust.
BY-LAW XV -PROTECTION OF BOARD MEMBERS AND OFFICERS AND OTHERS

No member of the Board or officially sanctioned Committee or any other person who undertakes any liability on behalf of CFUW Oakville shall be liable for and is hereby released from:
a. the acts, neglects or defaults of others involved with CFUW; or
b. joining in any receipt or other act for conformity; or
c. the insufficiency or deficiency of any security in or upon which any of the monies of CFUW shall be invested; or
d. 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 CFUW shall be deposited; or
e. any loss, damage or expense arising from the bankruptcy, insolvency, or tortious act of CFUW; or
f. any loss, damage or misfortune whatever which shall happen in the execution of the duties of her office or in relation thereto; or
g. any loss occasioned by any error of judgment or oversight on her part.
NOTE:   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.

END OF CFUW OAKVILLE CONSTITUTION AND BY-LAWS

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