Constitution

 
A by-law relating to the affairs of the

SIR SANDFORD FLEMING COLLEGE STUDENT ASSOCIATION BOARD OF DIRECTORS
FROST CAMPUS, SCHOOL OF NATURAL RESOURCES

and rescinding or superseding all previous by-laws purporting to be the Constitutional By-law.

BE IT ENACTED as a by-law that:

NAME AND SEAL
    The name of the Corporation is the Sir Sandford Fleming College Student Association Board of Directors Frost Campus, School of Natural Resources (the “Corporation”). The Corporation shall have a seal, which shall be adopted and may be changed by resolution of the Board of Directors, an example of which is affixed hereto.

HEAD OFFICE
The head office of the Corporation shall be situated on the campus of the Sir Sandford Fleming College, Frost Campus, in the Geographic Town of Lindsay, City of Kawartha Lakes, in the Province of Ontario at 200 Albert Street South. P.O Box 8000. Lindsay Ontario, K9V5E6.

OBJECTIVES
The objectives of the Corporation shall be:
To ensure the rights of students as free individuals;
To promote extra-curricular activities that are in the interests of the student body;
To take an active part in the promotion of the student body interests in the community;
To serve as a medium and liaison of communication between the student body, administration, and faculty; To serve as a bond between the student body and alumni;
To be at all times open to constructive criticism and analysis in order to better represent the student body;
To administer the membership fees payable to the Corporation by the students of Sir Sandford Fleming College School of Environmental and Natural Resource Sciences, in an effective and prudent manner;
To maintain the operations of services and assets administered by the Corporation;
To enhance and protect the name of Sir Sandford Fleming College throughout the college community, as well as throughout the local community.

PROFITS

The Corporation shall be carried on with no profit accruing to its members and any operating surpluses shall be used to further the purposes of the Corporation.

MEMBERSHIP
Eligibility
    Members of the Corporation shall be full time or part time students registered at Sir Sandford Fleming College (the “College”) who have paid the required student activity fee.  

Termination and Transfer
The interest of a member in the Corporation is not transferable and ceases to exist upon his or her death or when she or he ceases to be a member of the Corporation. Membership ceases upon withdrawal, suspension, rustication, or debarment from the College, or upon ceasing to be qualified for membership pursuant to the by-laws herein, or upon failure to pay the annual student activity fee.

Voting Rights
All members of the said Corporation shall have the right to vote in any general election, referendum, Annual General or Special Meeting held by the Board of Directors upon the presentation of a valid student card, and such vote may not be exercised by proxy.

Student Activity Fees
    The membership fees payable to the Corporation by students of the Sir Sandford Fleming College, Frost Campus, shall be set at an amount annually agreed to in negotiations between the Corporation and the College administration and shall be known as the “Student Activity Fee”.  

Non-Payment of Fees
    Failure of a member to remit payment of his/her student activity fee shall result in the automatic suspension of the membership of the student, except where the student has obtained permission through a resolution of the Board of Directors; which alters the prescribed manner of payment of fees for the student.
    
BOARD OF DIRECTORS
Board of Directors
    The affairs of the Corporation shall be managed by a Board of Directors (the “Board”), each member of which, at the time of his/her election or appointment and for the extent of his/her term in office, shall be a member of the Corporation. Directors shall act with diligence, honesty and good faith in the best interest of the Corporation. Directors shall report on the activities of the Board on a regular basis to the membership and to their respective constituencies. The Board shall initiate, review, evaluate and set policies and programs that will be beneficial to the members of the Corporation. Subject to the terms and conditions of the by-law hereof, and any resolution of the Board or any revision thereof, all voting directors shall be responsible to assist in the operation of the Corporation’s Head Office during the academic year and must publicize a five (5)-hour period when each  Director will be available in said office each week during which classes meet in the fall and winter terms of the academic year, as defined by the College.

Voting Members of the Board of Directors
The persons elected and/or appointed to the following positions in each year shall be Directors of the Board, each of who shall have one vote:

Elected Executives Positions – Voting
President
Vice President Athletics

These Directors shall be elected in each year, on or before the first week in March.

Appointed Positions – Voting
Director of Ecology and the Environment
Director of Finance
Director of Student Activities and Affairs
Director of Communications
Editor of the Woodland Times

These Directors will be appointed by the President Elect and Vice- President Athletics Elect in each year, together with the designated outgoing Directors and Executive of the previous year’s Board, with advisory assistance when requested from the college liaison and/or Business Manager.

Non-Voting Members of the Board of Directors
The persons employed in or appointed to the following positions in each year shall be Directors of the Board, none of whom shall have a vote.
 
Business Manager
Director of Student Services
Bar Manager and/or Supervisor
Director of Recreation/Athletics
Student Governor
Health Plan/Office Administrator
Student Liaison

Chairperson of the Board
A member shall be appointed in each year by the Board to act as Chairperson of the meetings of the Board, or such other meetings provided by the bylaw herein, or other such meetings as determined by the Board. A Committee consisting of, the incumbent President, the President Elect and the Business Manager shall select the Chairperson to be appointed into this non-voting position in each year.

The person appointed as Chairperson is required to provide no public comment or personal belief on the affairs of the Corporation, the College or the Board while serving in that position. S/he must remain impartial at all times while acting as Chairperson of the Board.

In the event of a tie vote in a matter before the Board, the Chair shall be empowered to cast the deciding vote. In the absence of the Chair, one of the Corporation’s Executive shall act as the Chair of Board meetings.

Summer Director
Prior to the commencement of the summer term in each year, being that period of April 30th to September 1st, the Board shall appoint a Director to the position of Summer Director for that year, the holder of which shall, together with the Business Manager be responsible for the Corporation’s day-to-day operations during that year’s Summer Semester.

Power of Directors
Subject to the provisions of this and other by-laws, and of the Letters Patent and any Supplementary Letters Patent or any revision thereof, the Board shall have the final authority on all matters regarding the governance of the Corporation.

Power to Make Regulations
The Board, without restricting the generality of the foregoing, may make regulations:
governing the practice and procedure to be followed in furthering the purpose of the Corporation;
respecting any matters necessary or advisable to carry out effectively the intent and purpose of this or any other by-law or any revision thereof;
governing the keeping of accounts and records;
governing the payment of accounts and the signing of cheques;
prescribing the forms for the use of the Corporation;
generally for the better administration of the Corporation

Authority to Act
The Board, without restricting the generality of the foregoing, is authorized:
To decide on a budget for the operations of the Corporation;
To make regulations governing the granting of recognition and/or financial assistance to student clubs, organizations and societies within the College;
To make by-laws and other such regulations for the conduct of its affairs subject only to any terms and conditions contained herein relating to the amendment of such;
To choose from among its members such officers, not provided for in this by-law, as it deems necessary for the exercise of its powers; provided that the titles and duties of new officers are authorized by the Board with a two-thirds (2/3) majority vote and provided that said officers shall not vote unless authorized by the by-law hereof or any revision thereof;
To appoint external delegations for meetings and conferences emphasizing the diversity of the membership of the Corporation and recognizing the subject matter of the event.
To make regulations governing student elections or referenda held at the College.

Directors’ Responsibilities
At a minimum, Directors shall be expected to:
Attend all scheduled Board meetings;
Contribute to Board discussions;
Keep themselves and their respective constituencies informed of Corporation activities, encourage student member involvement with the Corporation, and represent their constituents' concerns and interests to the Board;
Be a member of the Corporation and a full time student of the college in good academic standing;
Complete five (5) scheduled office hours per week.

Conflict of Interest
A conflict of interest occurs when a Director or someone with whom a Director has a close personal relationship, or another organisation to which the Director belongs, could, possibly or could be perceived to possibly benefit, materially or otherwise, from the outcome of the decision on the item under discussion. The size or significance of such a conflict is irrelevant. The Director may or may not receive benefit (financial or otherwise) for a state of a conflict of interest to exist. Should even the potential of a state of conflict of interest occur, as defined in the by-law hereof, the Director is required to rise on a point of order and declare such before voting occurs at a meeting of the Board or the Corporation. A Director who finds that a state of conflict of interest exists shall refrain from voting on any matter that creates such a conflict of interest.

Length of Term and Date of Transition
The official date of transition to the newly elected Board shall be the first week of April in each year. No Director shall serve beyond this point, with exception of those persons re-elected to an additional term by the membership and those reappointed to the Board.

Transition Procedure
Upon ratification of the annual Elections results, the new Board shall begin transition with the current Board. The new Board shall work with the current Board member holding the same portfolio to acquire the knowledge needed for said position. Until the date of turnover no member of the new Board shall have a vote at meetings of the Board unless s/he is currently a voting Director.

Executive of the Board
The officers of the Corporation and the Board (the “Executive”) shall be the persons elected in each year to the Board to hold the positions of President and Vice President Athletics, respectively. The Executive are jointly and severally responsible for the day-to-day operations of the Corporation under the supervision of the Board. Office hours for the Executive will be posted where all members have access to the posting.

The Executive must each be a returning full time student, who are bondable and pass eighty percent (80%) of their course load with a minimum Grade Point Average (GPA) of 2.7 or B- per semester throughout their term of office. Executive members will be expected to commit a minimum of 5 hours weekly, on average, to office duties and special events. Included in these required hours are five (5) scheduled hours, weekly, for student access.

Keys
The Business Manager shall issue each Director of the Board a key for the duration of their term, and failure by a Director to return that key at the end of the Board’s term in each year shall result in the Director’s final Honourarium being withheld.

Disclosure of Academic Standing
Prior to the completion of each academic semester, each Director of the Board must submit a copy of his/her Academic Standing to the President, and the Vice President of Athletics.

End of Term Reports
Each Director will prepare a brief report on the year's activities near the end of his/her term in office. This report will be due to the Board no later than noon (12:00pm) on the 31st day of March of the year in which their term ends, or the next business day in the event of a weekend. The Director’s final month's honoraria will be withheld until the report is given to the new Board. Failure to submit said report within the time allotted will result in the forfeiture of honoraria for the final month in office.

Training & Development
Directors of the Board will be required to be involved in ongoing management and training workshops     related to Board Development at the request and discretion of the Board.

Resignation of Office
Directors resign their office by the submission of a signed letter to the Corporation’s Head Office written under their hand and addressing same to the Chairperson. The resignation shall take effect at such time as the Board has received the letter from the Chairperson at a duly constituted meeting of the Board, whereupon the office shall become vacant. Until such time, the Director remains responsible for all duties, obligations and tasks resulting there from.
    
Penalties
A member of the Board of Directors may be penalized for the following behaviour:
Missing, without acceptable reason and prior notice to the Chair, any Board meeting or General Meeting.
Failing to perform, in the estimation of the Executive, his/her duties as outlined in their positions description as set out in the Corporation’s policies in place from time to time.
Any other action or statement in the estimation of the majority of the Board of Directors that is deemed inappropriate, detrimental to Student Association, its constituents or the College

Penalties shall consist of a written warning from the President or Vice President of Athletics stating the reasons for withholding a portion or entire Honoraria, the amount of which will also be determined by the Executive.

Additionally, any privileges entitled to a Director may be suspended temporarily or indefinitely, at the discretion of the Board by unanimous vote of the remaining members of the Board. In the event of such penalty, the penalized Director shall be informed in writing of the loss of privilege and the duration of the loss.

Removal from Office, Director
A Director may be removed from his/her position during his/her term of office on two-thirds (2/3) affirmative vote of the Board for the following reasons:
Behavior or statements, in public or at meetings, deemed inappropriate or damaging to the Corporation or its constituents.
Theft, misappropriation or misuse of Corporation funds, property, and/or capital, equipment, there being conclusive proof of such action.
Missing with or without acceptable reason and prior notice to the Chair, three (3) Board or General Meetings per semester.
Missing without acceptable reason or prior notice to the Chair three events sponsored by the Corporation per semester.
Ceasing to become a member of the Corporation or to satisfy the requirements of the Ontario Corporations Act.
Fraudulent or criminal actions pertaining to Board or Corporation interests.
Any other action as deemed inappropriate by the Board.
Not maintaining an average of 65% with no more than one course grade below 50% and no more than one grade deferred.

Process for Removal of Director from Office
Where an allegation is raised in writing that a Director is guilty of an action making him/her subject to removal from office, the Executive of the Board shall advise the so-accused Director of such allegation in writing. The Board shall then, in the next regularly scheduled Board meeting make a motion to remove the accused from his/her position on the Board.  The motion shall then be seconded before proceeding.  After the motion is seconded the accused may have five (5) minutes to explain or defend him/herself regarding the allegations as well as the opportunity to answer any questions he or she may be asked. The accused shall than withdraw from the Board meeting for the duration of the final deliberation and vote on the motion. The Executive will then presented the accused Director with the Board’s decision, and any supporting documentation available.

Protection of Directors
Indemnity of Directors
Every Director, Executive, and employee of the Corporation and his or her heirs, executors, administrators and other legal personal representatives shall from time to time be indemnified and saved harmless by the Corporation from and against:
(a)     Any liability and all costs, charges and expenses that he or she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against her or him for or in respect of anything done or permitted by her or him in respect of the execution of her or his duties.
(b)    All other costs, charges or expenses that he or she sustains or incurs in respect of the affairs of the Corporation; provided that no Director or Executive of the Corporation shall be indemnified by the Corporation in respect of any liability, costs, charges or expenses that she or he sustains or incurs in or about any action, suit or other proceeding as a result of which he or she is adjudged to be in breach of any duty or responsibility imposed upon him or her under the Corporations Act unless, in an action brought against her or him in her or his capacity as Director or Executive, either she or he has achieved complete or substantial success as a defendant or the Board is satisfied upon a two-thirds (2/3) majority vote at a meeting that she or he acted in good faith according to the policies of the Board.

Insurance
Subject to the provisions of the Corporations Act, the Corporation will purchase and maintain such insurance for the benefit of its Directors, Executive or employees as the Board may from time to time determine.

MEETINGS
Board of Directors’ Meetings
First Meeting of Board Each Year
        Immediately following the election process, the newly elected Executive shall arrange a first meeting of the Board on or before the first week of April in each year, for the purpose of organizing and appointing the remaining Directors and staff.

Meetings of the Board
    Board meetings may be held at a time and place determined by the Board. However, in any event, the Board shall meet a minimum of bi-weekly during each term. The President or any two voting members of the Board can call a meeting of the Board. Notice of meetings of the Board must be sent to each Director and must be provided no less than five (5) days before the date of the meeting.

Agenda
    Agendas for Board meetings will be laid out in the following manner:
Attendance
Adoption of the Agenda
Approval of previous meeting’s minutes
Guest speaker’s presentations
Director’s Reports
Follow-up of delegated activities from previous meetings (old business)
New business
Adjournment

Quorum
Quorum for a Board Meeting shall be two thirds (2/3) of the voting members of the Board of Directors present in person or via teleconference.

Speaking
Members of the Corporation may attend all meetings of the Board and have the right to speak to any issue on the agenda of any such meeting except when the Board moves into closed session, as defined by the Corporation’s parliamentary authority designated in the by-law hereof.

Special Meetings
The Chairperson or the President may call special meetings of the Board, provided that at least sixty (60) hours notice is given in order to supplement the regular meeting schedule. It shall be unlawful for the President or the Chairperson, either jointly or severally, to prevent the calling of a Special Meeting of the Board where there exists a genuine need or will for said meeting.

Emergency Meetings
The Chairperson or the President may call emergency meetings of the Board provided that at least twenty-four (24) hours notice is given. No business shall be transacted except that which was included in the Notice of Emergency Meeting provided to each Director. It shall be unlawful for the President or Chairperson either jointly or severally, to prevent the calling of a Emergency Meeting of the Board where there exists a genuine need or will for said meeting.

Attendance
Directors will make every effort to attend meetings of the Corporation or the Board. In the event that a Director is unable to attend, said Director will submit written notice of such, no less than twenty-four (24) hours prior to the meeting to the Chairperson or the President. Said notice is valid for only one (1) meeting unless otherwise authorized by the Board.

Transaction of Business
A majority [fifty percent (50%) plus one (1)] of the Directors, excluding non-voting members, shall constitute a quorum for the transaction of the business of the Board.
There shall be no voting by proxy at any meeting of the Corporation.
There shall be an annual review of quorum requirements.

Parliamentary Authority
In all matters of procedure not provided for in this or any other by-law or resolution, the Board and all other meetings of the Corporation shall acknowledge and be  governed by the rules and forms contained in the most recent revision of Robert’s Rules of Order, Revised.

Minutes of the Meetings
The Chair shall be responsible for recording and distributing the minutes of each meeting of the Board. In addition s/he shall keep the attendance record of all Directors and guests at each Board meeting, along with a current list of each Director’s address, e-mail and telephone number.

Publication of Minutes
    Written copies of all motions shall be kept on file, until the minutes of the meeting at which they were passed have been adopted either as read or amended. The minutes of all meetings of the Board shall be made available to each Director of the Corporation prior to the date of the next Board meeting. The minutes shall be sequentially dated through each term of office. The approved minutes of all meetings of the Board and of General Meetings shall be made available to any member of the Corporation two weeks after being approved.

Unity
All Directors will support any decision made by the Board, whether or not the Director is in agreement with the decision.

Committees
The Board may establish standing committees or special purpose committees at its discretion, as required to carry out policies and programs of the Corporation. Recommendations of such committees shall be subject to the approval of the Board. In addition, committees shall produce an annual written report on their activities for distribution to the Board. The term of the committee shall expire with the completion of its mandate or at time established by motion. A Board motion must approve a specific term of reference. Committee deadlines shall be set and committee chairs shall be expected to adhere to the deadlines

Annual Constitutional Meeting
There shall be an annual meeting of the Board held on or before the 15th day of February in each year to review the Constitution and job descriptions of the Directors and make recommendations for any change.  All recommended changes must be presented and approved at an Annual General Meeting in accordance with Section 7.2.9 before they will come into effect.  The members of the Corporation are invited to make written recommendations for constitutional changes, to be considered by the Board.  The deadline for accepting these recommendations will be 12:00 p.m., five (5) working days before the beginning of the Annual Constitutional Meeting.  

Amendments to Constitutional Bylaws
The Constitutional Bylaws of the Corporation may only be amended by a special resolution passed by a two-thirds (2/3) affirmative vote of the Board and a two-thirds (2/3) affirmative vote of the voting members in attendance at an Annual General Meeting or during a referendum of the Corporation. All proposed amendments shall be publicized a minimum of seven (7) days before the reading at the Annual General Meeting and the results of the voting thereof will be published;

Meetings of the Executive
Quorum
Quorum for a meeting of the Executive shall be two (2) members present in person or by teleconference.

Minutes
Minutes of a meeting of the Executive shall be taken and presented to the Board at its next regularly scheduled meeting.

General Meetings of the Members
Frequency
General meetings of the members shall be held at least once each month during the academic year.  Voting members shall be the Board of Directors and the Student Program Presidents as defined by policies passed from time to time by the Board of Directors.

Notice
Any general meeting of the members shall be held on the same campus as the head office of the Corporation. Unless a motion specifically suspending the following is passed, members shall be entitled to ten (10) days advance notice of any general meeting(s) of the members.

Speaking
All members of the Corporation have the right to speak at a meeting of the membership.

Voting
All members of the Corporation have the right to vote at a meeting of the membership. Decisions made at a meeting of the general membership are non-binding on the Board but shall be taken as an indicator of the will of the membership.

Quorum
Quorum for General Meetings shall be seventeen (17) voting members present in person, or via tele-conference to constitute quorum for the transaction of business.

Annual General Meeting
Business to be Transacted
The Annual General Meeting of the Corporation shall be held in the fall term of each academic year, within six (6) months of the Corporation’s fiscal year end.  A motion of the Board shall call general meetings of the members of the Corporation. The Board shall establish the exact date and time of these meetings. In addition to other activities, the President of the Corporation shall report to the members the activities of the Board for the past fiscal year. The purpose of such meetings shall be to provide an immediate exchange of information between the members of the Board, the Executive and members of the Corporation.

The business to be transacted at the annual general meeting shall include:
Review of Current Director Reports
Review of Previous Directors’ Year End Reports
Review/Approval of Audited Financial Statements
Appointment of an Auditor for Current Year
Review of Constitution / By-laws of the Corporation

Quorum
Quorum for Annual General Meetings shall be twenty-four members of the Corporation present in person.

RESOLUTIONS POLICY
Definition of Terms
There shall be three (3) classes of resolutions recognized by the Corporation

Operating Resolutions
Operating Resolutions concern issues which the Board deem to be issues of administrative policy. Operating Resolutions are intended primarily for reference by the Board, its committees, and the staff of the Corporation. Operating Resolutions may have limited or unlimited temporal reference.
Operating Resolutions require at least one (1) meeting's notice of motion. An Operating Resolution passed by a two-thirds (2/3) majority after proper notice shall be considered Operating Policy of the Corporation.
A resolution meant to establish Operating Policy must state explicitly that the resolution is Operating Policy of the Corporation.
Operating Resolutions may not contravene the by-laws of the Corporation.
Operating Resolutions shall be collected in a booklet which will be updated as necessary. The booklet shall be available for reference in the Corporation’s Head Office and a copy shall be distributed to each member of the Board.

Policy Resolutions
Policy Resolutions shall present the considered or general view of the Corporation with respect to any issue not covered by the by-laws herein and may have limited or unlimited temporal reference.
Policy Resolutions require at least one (1) meeting’s notice of motion. A Policy Resolution passed by a two-thirds (2/3) majority after proper notice shall be considered Issues Policy of the Corporation.
A resolution meant to establish Issues Policy must state explicitly that it is a Policy Resolution.
Policy Resolutions may not contravene the by-laws of the Corporation.
Policy Resolutions shall be collected in a booklet which is updated as necessary. The booklet shall be available for reference in the Corporation’s Head Office and a copy shall be distributed to each member of the Board.

Simple Resolutions
A simple resolution shall be a resolution which is not defined by the by-laws herein.
A simple resolution of the Corporation shall expire upon the end of the term of the Board which passed said resolution.

Policy Review
Any Operating Resolution or Policy Resolution of the Corporation may be reviewed at the request of a Director. The request for review must pass by a simple majority vote. The Board will establish procedures for the policy review. One (1) Board Meeting's notice of motion is required to commence a policy review.
The rescindment of an Operating Resolution of the Corporation shall require one (1) meeting notice of motion and must be rescinded by a simple majority of the Board. The rescindment of a Policy Resolution of the Corporation shall require a one meeting notice of motion and must be rescinded by a two-thirds (2/3) majority of the Board.
All Policy Resolutions and Operating Resolutions shall be reviewed three (3) years after their last passage, and unless re-ratified by the Board, by a two-thirds (2/3) majority, will expire.

FINANCIAL OPERATIONS
Annual Operation Budget
The Director of Finance, in consultation with the Executive and the Business Manager, and where possible, other directors, shall develop an annual operating budget for the Corporation.
The Director of Finance shall present a draft copy of the operating budget no later than  September 30th each year for the approval of the Board.
The Director of Finance shall present a revised budget to the Board, in consultation with the Executive, no later than the first meeting of the Board in October and the last meeting of the Board in January.
The Board, on an ongoing basis, should review the Corporation’s Operating Budget and the purpose of this review shall be to monitor and maintain the budget on an ongoing basis.

Expenditure of Funds
Expenditures Pursuant to Approved Budget
The funds of the Corporation to be administered by the Board shall be expended only pursuant to a budget approved by the Directors and in accordance with the by-laws and policies of the Corporation.

No Purchases without Approval
No person shall, in the name of or on behalf of the Board, make any purchase or incur any debt or liability whatsoever, without the prior approval of the Board.

Limits and Receipts
All Directors’ purchases must be accompanied by receipts and authorized by the Director of Finance.  All purchases over $200.00 shall be approved by the Board and no splitting of orders is permitted.
Any Director may, with the approval of the Board, be reimbursed for traveling and other expenses properly incurred by him/her in connection with his/her duty as a Director.
Any capital purchase of non-budgeted items exceeding two thousand dollars ($2000.00) of a sum coming from a single budget line shall be passed at a General Meeting. Any expenditure of any funds from the reserve fund, contingency fund or student centre fund must receive a two-thirds (2/3) majority vote at a General Meeting.

Cheque Signing Authority
The President or his/her designate, the Vice President Athletics or his/her designate, the Business Manager or his/her designate and the Director of Finance or his/her designate shall have cheque signing authority on all accounts of the Corporation.  Any three of these four must sign each cheque.  Notwithstanding the foregoing, during the period of April 30th to September 1st in each year, the Summer Director for that year shall have cheque signing authority during that period.

Cheque Requests
All cheque requests must be given to the Business Manager and approved by the Director of Finance. In the absence of the Business Manager, cheque requests must be given to the Director of Finance

Borrowing
The Board may from time to time borrow money on the credit of the Corporation, or charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation including book debts, rights, powers, franchises and undertakings to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.

Notwithstanding the foregoing, the Corporation shall not borrow money other than from chartered banks, trust companies, credit unions or the College, provided that such restrictions shall not apply to
purchase-money obligations; or borrow money that is not fully repayable during a term of one (1) year or less, unless approved by a resolution passed by a two-thirds (2/3) majority vote of the Directors present.

Lending
The Board may, from time to time, lend monies to other organizations, upon request. The conditions of loans made, including length of term and interest rate, shall be at the discretion of the Board. Notwithstanding the foregoing, the Corporation shall not lend monies to individuals for any reason or purpose. Upon approval by the Board for the lending of monies, the President and Director of Finance shall prepare a written contract outlining the terms and conditions of the loan as approved, to be signed by officers of both parties.

Banking Arrangements
The banking business of the Board, or any part thereof, shall be transacted with such chartered financial institutions or credit unions as the Board may designate from time to time. The President, the Vice President Athletics and the Director Finance, together with the Business Manager shall be the joint signing officers for all the banking business of the Board, or any part thereof.  Notwithstanding the foregoing, during the period of April 30th to September 1st in each year the Summer Director for that year shall have signing authority during that period.

Fiscal Year
The fiscal year of the Corporation shall terminate on the thirty-first (31st) day of March each year.

Financial Statements
Each fiscal year, the Corporation shall require the Director of Finance to prepare or supervise the preparation of the following financial statements:
a) Balance Sheet;
b) Statement of income and expenses;
c) Statement of Change in Financial Position.
The financial statements of the Corporation shall be prepared in draft format for presentation in accordance with the by-laws herein. The final document and the review engagement report shall be presented to the Board at a duly constituted meeting no later than six (6) months following the end of the Corporation’s fiscal year.

Accountant
At the Annual General Meeting, the members shall appoint a certified accountant for the ensuing year. The accountant during her or his term of tenure shall be entitled to attend and be heard at meetings of the Board on matters relating to his or her duties as accountant.

Execution of Documents
    All licenses, contracts and engagements made by and on behalf of the Corporation, which have been approved by the Board, shall be signed by the President, the Director of Finance and by either the Business Manager and shall have affixed to them the seal of the Corporation. requiring signatures are to be signed by the Directors involved, and two signing officers.

Honouraria
    All elected, acclaimed or appointed members of the Board shall receive a monthly honorarium during their term in office (term is defined as April 1-30 and September school commencement -March 31, except in the case of a Summer Director).

    Honoraria shall be paid as deemed appropriate by the Board of the preceding year. As a disciplinary measure, the President, Vice President of Athletics, and Director of Finance reserve the right to withhold a portion or all of the honorarium of any Director.

Financial Support for Activities
    The Corporation may provide financial support, at the discretion of the Executive, and upon approval of the Board, for groups of members who have organized specific events and activities for members. Funds not used by a society shall be returned to general revenue at the end of each fiscal year.

    The Corporation may support any organization that the Board believes will benefit students. Such support may include the use of space of services available through the Corporation and/or monetary support.

    Whereas the financial resources available to the Corporation are definite, organizers of events are urged to consider applying for matching grants of funds raised by the group. The Corporation will undertake to hold in trust, any money raised by a group so that money from a series of activities can accumulate for use on a single event.

ELECTIONS
General Elections for the Executive
There shall be a General Election held in each year to elect those Directors who serve as the Executive and that Election it shall be completed on or about the 30th day of January. There shall be an interview process held annually prior to the elections to determine if the candidates understand the positions and if they are qualified to run for the desired spot. The interview will be conducted by the out going Executive and the Business Manager. There shall be at least one week of nominations and two weeks of campaigning and speeches prior to the General Election. No prospective member of the Executive shall run for more than one office. Acclaimed Executive positions shall undergo an interview process performed by the outgoing executive in order to ensure they will be able to handle the demands of the job.

Elections Committee
Membership
An Elections Committee shall be struck comprised of three (3) Directors, none of whom are running for elected office,  in addition to the Chairperson who shall serve as Chief Electoral Officer.

Powers
The Elections Committee is authorized to:
Set guidelines and approve campaign materials;
Select elections staff;
Impose disciplinary actions to be taken against candidates, in the event of election infractions;
Determine polling procedures

Responsibilities
The responsibilities of the Elections Committee are to:
Ensure that elections are conducted in accordance with the by-laws of the Corporation and any resolutions of the Board;
Recommend an election schedule to the Board;
Consider complaints from and against candidates;
Produce a report on each set of elections.

Review of Operations
The Board reserves the right to review all operations of the Elections Committee or the Chief Electoral Officer at its discretion.

Candidate Qualifications
Any student seeking election or appointment to the Board of Directors must:
be eligible member of the Corporation and satisfy the requirements of the Corporation Act. Any student seeking election to the Board of Directors (with the exception of summer semester only) must also be attending classes during their time in office.
must have an average of 65% with no more than one course grade below 50% on their transcript up to and including the previous year and past semester prior to a term in office, and no more than one grade differed. Grades must be submitted to the incoming President or delegate (VP of Athletics) no later than the 1st day of the summer semester.
be nominated by the prescribed number of members of the Corporation, this number includes one nominator, one seconder and 10 who pledge their support vote. The previous year’s grades must be submitted along with the candidate kit.

Timing of Election
The voting period for the general election shall be held in the last half (1/2) of January in each year for the purpose of electing the Executive positions.

Nomination Period
Nominations shall be accepted for a period no less than one (1) week that does not coincide with active campaigning as defined in the by-laws hereof. Members being nominated must have their candidacy supported by no less than eleven (11) members of the Corporation, one (1) of which must be themselves.

Campaigning
The campaign period shall be from the point at which the nomination period closes until the close of the voting period. Candidates shall not begin actively campaigning until they have signed a Code of Conduct as provided by the Chief Electoral Officer and the Board, and shall only campaign during the official campaign period pursuant to the by-laws hereof. All campaign materials shall be approved by the Elections Committee prior to use and candidates shall adhere to a campaign-spending limit as set by the Elections Committee.

Voting
Voting will be conducted at polls as determined by the Elections Committee for a period of not less than three (3) days and for a period not exceeding five (5) days.

Interpretation of Results
A candidate achieving a majority of votes cast will be determined to be the winner of that election. In the event of a sole candidate, the candidate must receive a majority of affirmative votes in a ratification election to be deemed the winner.

Ratification of Results
Results of all elections remain unofficial until such time that the Board has, upon reviewing the report of the Elections Committee and finding acceptable adherence to the by-laws and policy, ratified the results. Ratification shall occur at the next meeting of the Board following the close of the voting period as defined in the by-laws hereof pending successful completion of any recounts, investigations, etc.

Vacancies
Vacancies Due to Lack of Candidates
    Any vacancy due to lack of nominees during the election will be subsequently filled by an interview process involving a committee consisting of the Business Manager (as required), the newly elected President, and the newly elected Vice-President of  Athletics.

Vacancies During Term, Non-Executive Positions
    In the event of vacancies during the first ten business days of the term in office for any reason other than lack of nominees, the candidate who received the next highest number of votes from the board will fill the position.  From ten business days after the beginning of the term in office until the end of the winter term, the positions will be filled by a by-election.  Any vacancies occurring after the last day of the Fleming College winter term will be filled by an interview process involving a committee consisting of the Business Manager (as required), the newly elected President, and the newly elected Vice-President of Athletics.  

Vacancy During Term, President
    In the event that the President has to vacate office for any reason, the Vice President of Athletics shall have the option to step into the position of President with the approval of the Board of Directors. If the required majority is not obtained or if the Vice President of Athletics chooses not to take the position, a by-election will be held to fill the position of the President, according to policies set from time to time by the Board of Directors.  If the Presidential vacancy occurs after the last day of the fall term, the position will be filled by an interview process involving a committee consisting of the Business Manager (as required), and the Vice President of Athletics.

Vacancy During Term, Vice-President Athletics
In the event that the Vice President of Athletics has to vacate office for any reason, any member of the Board of Directors shall have the option to step into the position with the approval of the Board of Directors.  If the required majority is not obtained or if no Board member chooses to take the position, a by-election will be held to fill the position according to policies set from time to time by the Board of Directors.  If the vacancy occurs after the last day of the fall term, the position will be filled by an interview process involving a committee consisting of the Business Manager (as required), and the President.

REFERENDA
Purposes of Referenda
A referendum of the members may be called for the following purposes:
determine the stance of the membership on issues of major importance;
determine membership in, and commitment to pay any corollary fees, of other organizations;
overturn decisions of the Board; and
enact or amend the by-laws of the corporation.

Initiation of Referenda
The membership may initiate a referendum through the presentation of a completed petition to the Board. Such a petition must be signed by not less than ten percent (10%) of the membership to be deemed valid. A petition may state the reason and suggest wording of the question.
The Board of Directors may, at any time, initiate a referendum by a two-thirds (2/3) majority vote.

Supervision of Referenda
It shall be the duty of the Elections Committee to supervise referenda subject to the general rights, terms and conditions of the by-laws hereof.

Notice of Referenda
Public notice to the membership must be issued not less than two (2) weeks prior to the vote.

Debate of the Question
If a referendum is called pursuant to the by-laws hereof, whether initiated by the Board or by membership petition, the Board shall hold at least two (2) meetings, for the purpose of debate and discussion of the opposing sides of the issue to be decided by referendum.

Voting
Voting shall be done by secret ballot and/or e-voting with assistance from Fleming Data Research, with the Chair acting as Returning Officer, no longer than four (4) weeks after the debate. The results shall be made known within seventy-two (72) hours to all interested parties.

Interpretation of Results
A minimum of five percent (5%) of the student members of the Corporation must vote in a referendum to validate the results. Fifty one percent (51%) or more of the cast votes must be in favour of the question to pass the referendum. At the discretion of the Board, the minimum required percentage of votes in favor of the question can be increased.

Ratification of Results
Results of all referenda remain unofficial until such at time that the Board has,
upon reviewing the report of the Elections Committee and finding acceptable adherence to the by-laws and policy, ratified the results. Such consideration should occur at the next meeting of the Board.

Referenda Disputes
Any member who believes there may have been an infraction of voting rules may inform the Elections Committee of this alleged infraction. The Elections Committee shall investigate the charge and take such action deemed appropriate. In the event a complaint against the Elections Committee or any member thereof, the infraction shall be referred to the Board.

BOOKS AND RECORDS
Location of Records
    The minutes of the Board and general meetings, and other historical books and records of the Corporation shall be kept in the Corporation’s Head Office.

Inspection by Members
    The books and records of the Corporation may be inspected by members in the Corporation’s Head Office on any working day during normal office hours provided twenty-four hours written notice is given.

Custody of Records
    The Board shall see that all necessary books and records of the Corporation are regularly and properly kept.

Financial Records
Financial paperwork of the Corporation is to be submitted to the accountant no later than the fifteenth (15) day of June in each fiscal year.

CLUBS AND ORGANIZATIONS
The Board shall take precedence over all other societies and student organizations associated with the Corporation. All other such societies and student organizations shall designate themselves as Frost/Haliburton Campus organizations, and take their membership from the members of the Corporation.
All extra-curricular organizations that are in the interests of the student body at the College shall be under the jurisdiction of the Board. Before enjoying the use of Corporation facilities for meetings and publicity, any such organization shall have obtained recognition from the Board in the form of ratification of its constitution.
No organization under the jurisdiction of the Corporation shall be restrictive in its membership and shall abide by the Ontario Human Rights Code, with the exception of organizations of students adhering to a specific religious affiliation.
Any campus organization seeking formal recognition from the Board must present, on a yearly basis, a copy of its by-laws to the Board at least two (2) weeks in advance before it can receive a decision.  Any club or activity not complying with this ruling may be deprived of use of College facilities for meetings or events or promotion or advertising.
The Board by two-thirds (2/3) vote may rescind any such ratification at any time.
The Corporation shall be kept advised of any membership changes, membership fees or changes of the organization.   
The organization’s Executive shall supply the Board with their names, addresses, telephone numbers and course loads.

DISSOLUTION OF THE CORPORATION
Upon the winding up or dissolution of the Corporation, any assets remaining after the satisfaction of its debts and liabilities shall be given or transferred to such Canadian organization or organizations promoting objectives similar to those set out in section 3 herein, as may be decided by the members of the Corporation at the time of winding up.

Upon ratification of a (2/3) majority of the Board and a (2/3) majority of the membership, at a general meeting called for that purpose, this by-law shall hereby come into force on the _____ day of __________, 2009.








    Sir Sandford Fleming College Student Association Board of Directors
Frost Campus, School of Natural Resources


CONSTITUTION

Revised:  TIME \@ "MMMM d, yyyy" February 2, 2010
Filename: CONSTITUTION.DOC

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