Article I — Constitution
- This organization shall be known as the CMHC Alumni Association (National Capital Region), hereinafter referred to as “the Association.”
- The headquarters of the Association shall be the CMHC National Office, 700 Montreal Road, Ottawa, Canada, K1A 0P7.
- The Association colours, crest and logo shall be as defined from time to time by the Board of Directors of the Association.
Article II — Purpose
The Association, operating in the National Capital Region of Ottawa-Gatineau, shall have as its purpose to further friendly relations among the former employees of CMHC residing in the National Capital region, to encourage recreational and social activities, to represent the interests of former CMHC employees in relation to CMHC or other relevant organizations, to ensure on-going communication with CMHC Senior Management and with the CMHC Retirees' Representative on the Pension Fund Committee, and to collaborate, as required, with other CMHC Alumni Associations and Alumni Associations of other relevant organizations.
Article III — Membership
- Membership in the Association shall be open to all former employees of CMHC together with their spouses or partners, or surviving spouses or partners, who express a desire to join the Association, agree to abide by its constitution and by-laws, and pay an annual membership fee in an amount prescribed by the Association from time to time.
- The membership shall consist of the categories detailed in the Association By-Law number I.
- The annual membership fee covers the period from May 1st to April 30th.
Article IV — Board of Directors
A. Composition of the Board
- The Board of Directors shall consist of not more than seven (7) and not less than four (4) officers, all of whom must be Active Members, unless the members present at the Annual General Meeting or a Special Meeting so called for this purpose agree to a change in its composition.
- The Directors shall include the President, the Vice-president, the Secretary, the Treasurer, and a minimum of three (3) Directors either elected by the members, or who volunteer their services to serve as Directors at large.
- The term of office for the Board members shall be for a period of two years. The term can be extended by a vote at the Annual General Meeting or at a Special Meeting called for this purpose.
B. Powers of the Board
- The Board of Directors of the Association shall be responsible for the management of the Association, and empowered to call for general elections as per Article VI of this Constitution.
- The Board of Directors shall have the power to establish By-laws and regulations pertaining to the operation of the Association, and may, from time to time, amend or repeal same upon approval by a two-thirds majority of the members of the Association.
- Subject to the Constitution and the By-laws of the Association, the Board of Directors shall have the power to levy fees, accept and give donations, receive income from the Association activities, and authorize or undertake expenses with regards to Association activities.
- Should a vacancy occur on the Board of Directors of the Association, the members remaining on the Board shall, at its next regular meeting, decide whether or not to fill such vacancy. Where the vacancy is filled, the member appointed shall serve on the Board until the next General Election of the Association.
- The Board of Directors may appoint from the membership at large, subcommittees or individuals responsible to the Board and with the delegated authority of negotiating and entering into contracts or other commitments within specified terms and conditions and within the financial restraints of the approved Preliminary Budget Proposal; no other contract or commitment may be made without prior approval of the Board and all contracts shall be signed by an authorized representative of the Board.
- The Board of Directors sets the annual membership fee and recommends its approval at the Annual General Meeting.
The duties of the Directors are itemized in By-Law number II.
Article V — Meetings of the Association and of the Board of Directors
A. Annual General Meeting
- An Annual General Meting of the Association shall be held shortly after the 30th of April of every year.
- Notice of the meeting shall be sent to the members at least six weeks before the date of the meeting.
- A sixty (60) percent majority of the active members present at the meeting shall be required for the approval of any motion, except for changes to the Constitution and By-laws. Refer to Article X for approval of changes to the Constitution and By-laws.
- The chairperson shall be the President of the Association or, in his absence, the Vice-president. When it is foreseen that both the President and Vice-president will be absent, a representative from the Board of Directors shall be appointed by the President or the Vice-president.
B. Special Meeting
- A special meeting can be called at any time by the President of the Association, the Board of Directors or any ten (10) active members of the Association who have provided a written request to the Active Members of the Association.
- Paragraphs A2, A3 and A4 of Article V shall apply.
C. Board of Directors Meeting
Refer to By-Law number III for details on the Board of Directors meetings.
Article VI — Nomination and Election of Officers
- Prior to any Annual General Meeting or Special Meeting at which Association Members are to be elected to the Board, the Board shall appoint one of its members to chair a Nominating Committee, providing such an appointee is not standing for election or re-election. The Officer so appointed shall invite two regular members to join with him or her for the purpose of recommending nominees for election to the Board.
- Not later than March 15th in any year, any Regular Member in good standing may nominate a candidate for election to a specific office in writing or by electronic medium (except by telephone) but only with the consent of the nominee and the support of a seconder. Such nominations shall be directed to the Secretary. Whether or not the Nominating Committee accepts such nominations, they shall be put before the members attending the meeting.
Article VII — Transfer of Responsibility
- Each succeeding Board of Directors shall inherit the financial commitments of the previous Board.
- All members of the Board of Directors, both past and present, remain accountable to the general membership.
Article VIII — Dissolution
- In the event of dissolution of the Association, all obligations, liabilities and debts shall be discharged prior to dissolution.
- Remaining assets, be they fixed or financial, shall be turned over in total to a specifically designated charitable organization previously approved by two-thirds majority vote of the Board of Directors.
Article IX — Liability
The Officers of the Association shall be responsible only for the carrying out of their duties to the best of their abilities and without malfeasance. No personal liability shall attach to any Officer acting within the tenets and principles of the Association. The Association shall not be liable or responsible for any injury or loss, or for the costs incurred by anyone participating in any function of the Association.
Article X — Amendments to the Constitution and the By-laws
- Proposed amendments to the Constitution or any part thereof shall be submitted in writing to the Association Secretary and signed by a minimum of five (5) Active Members.
- Proposed amendments meeting the requirements of paragraph 1 above shall be circulated to all Active Members, accompanied by instructions on how to vote, at least six (6) weeks before the Annual General Meeting or Special Meeting called for that purpose.
- Members will be allowed to vote by proxy.
- Including valid proxies and votes expressed by members attending the meeting, a simple majority vote of the Active Members voting shall be required for approval of any proposed amendment.
- Regular Membership
All former employees of CMHC, together with their spouses or partners, or surviving spouses or partners, who express a desire to join the Association, agree to abide by its constitution and by-laws, and pay an annual membership fee as prescribed from time to time for regular membership.
- Associate Membership
All similar qualifying persons as in (a) above but who do not desire to undertake full membership although paying a fee as prescribed from time to time providing that they do not reside within a range of 80 kilometers from the center of Ottawa. Such Associate Members shall not have any voting rights or special privileges
- Honorary Membership
Shall comprise the serving President of CMHC or his or her nominee during the appropriate term of office AND any person contributing in a significant way to the objectives and well being of the Association, as proposed by the Board of Directors and confirmed by a majority vote at a regular meeting of members.
Duties of Directors
The President shall, on behalf of the Board of Directors of the Association,
- Act as chief officer of the Association, liaising between the membership and CMHC management;
- Preside at all Association meetings or designate a representative;
- Guide and advise the Board of Directors and the membership;
- Be empowered to call special meetings of the Board of Directors or the general membership;
- Approve all allocations of budgeted funds;
- Certify all cheque requisitions; and,
- Assume all other duties and responsibilities as may be stipulated in this Constitution and the By-laws.
The Vice-president shall assist the President in the performance of his or her duties and perform the duties of the President as well as exercise all the powers and authorities of the President when
- The President is absent; and/or,
- When so requested by the President.
The Secretary shall;
- Arrange for meeting accommodations, issue notice of, and record minutes for all meetings of the Board of Directors and the general membership;
- Maintain current status as well as custody of all documents, record and correspondence pertaining to the affairs of the Association, with the exception of the financial records which shall be held by the Treasurer;
- Prepare correspondence and issue news bulletin to members.
The Treasurer shall conduct all the financial business of the Association and:
- Act as financial adviser to the Association;
- Safely keep all funds of the Association and its related activities, and deposit the same in an account as instructed from time to time by the Board of Directors;
- Prepare cheques and pay out funds only upon proper authorization of the Board;
- Maintain appropriate ledgers for receipts and disbursements of the Association and its related activities;
- Present financial statements to the Board of Directors in a manner and at a time prescribed by the Board;
- Receive all payments due to the Association, pay authorized charges and keep accurate accounts of all transactions.
- Present an annual statement of the Association’s financial affairs to the membership at the Annual General Meeting
Shall represent the interest of members at large and undertake any delegated duties. They will have full voting rights at any meeting of the Board of Directors.
Board of Directors Meetings
- The Board of Directors shall normally meet at least twice a year
- Notice shall be given to each member of the Board, along with a copy of the agenda, at least one month prior to the planned meeting.
- A quorum shall consist of a minimum of four (4) Directors, and one of whom shall include the President, or the Vice-president, or a designated representative from the Board of Directors.
- The President or Vice-president of the Association shall preside at all meetings or designate a representative from the Board to do so.
Election of Officers
- The Board of Directors shall, two months before the scheduled date of the general election, appoint a Nominating Committee of at least three Active Members none of whom shall be seeking election or re-election.
- All suggestions and recommendations for election to the Board of Directors shall be submitted to the Nominating Committee. Candidates must be Active Members in good standing.
- Before presenting its list of nominees, the Nominating Committee shall obtain the consent of each nominee and verify that they are Active Members in good standing.
- The Nominating Committee shall ensure that a list of all the approved nominees is communicated to the membership at least fifteen (15) working days prior to the election. Where applicable, such a list will indicate the position on the Board of Directors vied for by nominees
- The general election shall be by secret ballot at the Annual General Meeting or a Special Meeting called for that purpose.
- The outgoing Board of Directors shall designate one Returning Officer who is an Active Member not seeking office nor member of the outgoing Board.
- The Returning Officers shall report directly to the President of the Association or a duly appointed representative and will ensure the election is conducted in an honest and just manner.
- Should there be no candidate for an office, the newly appointed President may appoint an Active Member to fill the vacancy, subject to a majority vote of the new Board.
- The Board of Directors of the Association is responsible for the management of all Association finances including the setting of annual membership fees and the approval of financial expenditures.
- All cheques drawn on any account maintained at any financial institution in the name of the Association must be signed by two signing officers, as nominated by the Board.
- All items acquired by the Association shall be expensed at time of purchase.
- An annual statement of the Association’s financial affairs shall be presented to the membership at the Annual General Meeting. The financial records shall be audited annually and on the appointment of any new Treasurer; such audit to be conducted by two regular members other than serving Officers and so named to this responsibility by the President.
- A bank account (or accounts) in the name of the Association shall be held in a branch of a Chartered Bank in Canada. The signing officers in relation to such accounts shall be the President, Vive-President and Treasurer, or any two of them. An appropriate investment account may also be opened at the discretion of the Board providing that it is guaranteed by the Government of Canada.
- Neither the Board of Directors, nor any of its members and any other members of the Association, shall be authorized to borrow funds on behalf of the Association