CFUS CONSTITUTION AND BY-LAWS
1. The name is: “Canadian Foundation for Ukrainian Studies”, a charitable organization incorporated under the laws of Canada.
2. In this Constitution and By-Laws
(a) “Foundation” means the Canadian Foundation for Ukrainian Studies; and, “Foundation Member” means a member in good standing of the Foundation.
(b) “Federation” means the Ukrainian Canadian Professional and Business Federation, a non-profit association of Ukrainian professional and business associations in Canada.
(c) “Association” means a Ukrainian Canadian Professional and Business Association (formerly “Club”) properly affiliated with the Ukrainian Canadian Professional and Business Federation; “Association Member” and “Association Member-at-Large” means a member in good standing of an Association.
(d) “Institute” means the Canadian Institute of Ukrainian Studies, a scholarly institute at the University of Alberta.
(e) “Region” means the Eastern Canada Region.
(f) The singular includes the plural and vice versa, and the masculine includes the feminine and vice versa, unless the context requires otherwise.
III. AIMS AND OBJECTIVES
3. The Aims and Objectives of the Canadian Foundation for Ukrainian Studies shall be:
a) To support the initiation, development, and implementation — particularly in Canadian universities — of Ukrainian Studies in the form of scholarly teaching and research pertaining to Ukraine and/or the Ukrainian community in Canada;
(b) To support the development, coordination, and financing of research and scholarly publication in the field of Ukrainian Studies at Canadian universities and elsewhere; as well as the preparation, production, and dissemination of materials of an instructional and reference nature needed in Ukrainian Studies;
(c) To support the development and implementation of post-secondary professional studies and development of resources related to the education and training of teachers of Ukrainian subjects on the elementary and secondary level;
(d) To assist in the establishment and maintenance of contacts among individuals active in the field of Ukrainian Studies by encouraging and supporting conferences, and other similar activities, including exchanges related to Ukrainian Studies both within Canada and between Canada and other countries;
(e) To cooperate with and assist in programs and activities designed to encourage and prepare students at all levels for participation in Ukrainian Studies in post-secondary institutions; and, to encourage students in Canadian post-secondary institutions to participate in Ukrainian Studies courses;
(f) To collect and administer funds in support of the above aims and objectives; and, to enter into any arrangements with universities, government authorities, or other bodies, conducive to the Foundation’s aims and objectives; and to obtain from any such body or authority any financial assistance, rights, privileges or concessions that the Foundation may think it desirable to obtain.
4. (a) Members of the Foundation shall be those from among Association Members and Association Members-at-Large in good standing of Ukrainian Professional and Business Associations who:
i) are nominated for Foundation Membership by Ukrainian Professional and Business Association(s) in the regions as defined in VI.6.(c) and in numbers equal to the number of Foundation Directors for each geographical region;
ii) submit the requisite application form for consideration by the Foundation’s Board of Directors;
iii) are approved for Membership by the Foundation Board; and,
iv) after such approval, pay the membership dues as set by the Annual Meeting of Foundation Members, upon which their names shall be entered into the roll of Foundation Members.
(b) i) A Foundation Member shall, up to and until the second Annual Meeting of Foundation Members following his admission to Membership, be deemed to be an Association Member or Association Member-at-Large in good standing of the Association by which he was nominated to membership in the Foundation.
ii) A Member of the Foundation who, at the time set for the calling to order of the second Annual Meeting of Foundation Members following his admission to membership, is found not to be in good standing with the Professional and Business Association by which he was nominated for membership, shall forthwith cease to be a Member of the Foundation.
iii) A Member of the Foundation ceases to be such a Member if at the time set for the calling to order of the next nearest Annual Meeting of Foundation Members the Association which nominated him for membership in the Foundation has ceased to be properly affiliated with the Federation.
(c) All Members of the Foundation shall, if nominated, stand for election to the Board of Directors; and, shall serve if elected.
(d) A Member who has served as Director of the Foundation shall, upon ceasing to be eligible to serve as Director, also cease to be a Member of the Foundation.
4. (a.1) Where the number of Members nominated and approved for Membership in accordance with paragraph 4(a) hereof is less than the maximum number set out in paragraph 6(a) and particularly where vacancies exist in filling positions on the Board of Directors as set out in 6(d) i) hereof, Members who are not affiliated with the Association may be proposed from the community at large, by a Director of the Foundation who is an Association Member or Association Member-at-Large in good standing. However, the number of such Members who are not affiliated with the Association and who are chosen from the community at large in accordance with this paragraph shall not exceed six (6) at any one time.
V. HEAD OFFICE
5. The Head Office of the Foundation shall be at such place as might from time to time be decided upon at a General Meeting of Members of the Foundation.
VI. BOARD OF DIRECTORS
6. (a) The property and business of the Foundation shall be managed by a Board of not less than twelve (12) and not more than twenty-three (23) Directors, including Directors ex officio, of whom a majority shall constitute a quorum
(b) The Board of Directors shall consist of Directors elected by the Annual General Meeting of Members from a slate presented by the outgoing Board or as nominated from the floor, and of ex officio Directors.
(c) For purposes of determining the composition of the Board, the following geographical regions will be considered: the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario; and, the Eastern Canada Region consisting of Ottawa-Hull, the province of Quebec, and the Atlantic Provinces.
(d) Unless provided otherwise by this Constitution, to the extent possible, the number of Directors from each Province and the Eastern Canada Region shall be equal, but not greater than three (3) from each. Where the number of Directors in any given geographical region is less than three (3), up to a maximum of one (1) of the said vacancies may be filled by a Director who is from another geographical region. However, subject to paragraph 6(g) hereof, no geographical region may have more than five (5) positions on the Board.
(e) Ex officio Directors and the Past President shall not be included when considering regional participation.
(f) The Past President shall be eligible to attend meetings of the Board of Directors and of the Executive Committee, but shall do so in an advisory capacity and shall not be counted in the tally for purposes of quorum.
(g) The province or region in which the Executive Committee is located shall have its representation increased by such additional Directors as may be needed to compose the Executive Committee and for the duration of the term of office of that Executive Committee. The number of such additional Directors, however, shall not be such as to raise the total number of Directors, including Directors ex officio, above twenty-three (23).
(h) The following ex officio Directors shall sit on the Board of Directors and shall be included in the Executive Committee:
i) President, Ukrainian Canadian Professional and Business Federation;
ii) Director, Canadian Institute of Ukrainian Studies, contingent upon and so long as the President of the Foundation remains a member of the Advisory Council of the said Institute; and,
7. The meeting of the Board of Directors at which the Officers are elected shall appoint a Nominating Committee, of which the Past President shall be a member ex officio, the function of which shall be to present a slate of Directors, men and women supportive of the Aims and Objectives of the Foundation and prepared to contribute personally to their successful achievement, to the next following Annual General Meeting.
8. (a) Directors shall serve for a term of one calendar year from the date of election or appointment, or until the next nearest Annual General Meeting of Members and shall be eligible and, if willing to serve, shall stand for re-election at that Annual Meeting of Members.
(b) A retiring Director shall remain in office until dissolution or adjournment of the meeting at which his successor is elected.
9. (a) No later than two years following the next nearest biennial convention of the Federation that is subsequent to the coming into force of this Constitution and By-Laws, the Nominating Committee shall implement a system whereby the necessary proportion of the Board shall be retired every year in order of length of service on the Board, so that no Director, except that he be a Director ex officio, shall serve without interruption more than ten (10) one-year terms, save in extenuating circumstances.
(b) The period of interruption shall be deemed to be two (2) calendar years, or the period of time elapsing between that Annual Meeting of Members at which a Director is replaced and the second Annual Meeting of Members next following.
10. The office of a Director shall be automatically vacated:
(a) If a Director shall resign his office by delivering a written resignation to the Secretary of the Foundation;
(b) If he is found incapable of managing his affairs by reason of mental infirmity;
(c) If he becomes bankrupt or insolvent;
(d) If at a Special General Meeting of Members a resolution is passed by majority of the Members present at the meeting that he be removed from office;
(e) If he is convicted of an offence:
i) in connection with the promotion, formation, or management of a corporation; or
ii) involving fraud;
(f) If he fails to attend two consecutive Annual General Meetings of the Foundation unless the Board determines within the thirty-day period immediately following the second Annual General Meeting above that such failure to attend was due to illness or other just and appropriate reason, in which case disqualification shall be deemed not to have occurred.
(g) On death.
*Provided that if any vacancy shall occur for any reason in this paragraph contained, the Directors may by resolution fill the vacancy with a person in good standing as a Foundation Member.
11. (a) Meetings of the Board of Directors shall be held at least once every calendar year at a time and place to be determined by the Directors provided that thirty (30) days’ notice of such meeting shall be given to each Director in writing by the Secretary. No formal notice shall be necessary if all Directors are present at the meeting or waive notice thereof in writing.
(b) Special Meetings of the Board of Directors shall be held at the request in writing submitted to the Secretary by two-thirds (2/3) of the Board as constituted at the time.
12. Directors, as such, shall not receive any remuneration for their services but may be recompensed for reasonable expenses incurred in the fulfilment of their duties.
13. The Directors may exercise all such powers of the Foundation as are set by the Canada Corporations Act or by these by-laws or as required to be exercised by the Members at General Meetings.
14. (a) A majority of the Directors shall have the power to authorize expenditures on behalf of the Foundation from time to time and may delegate by resolution to an Officer or Officers of the Foundation the right to employ and pay salaries to employees.
(b) All new academic, educational, academic, or scholarly projects proposed for funding by the Foundation involving expenditures in excess of the sum of $50,000 shall be approved by a two-thirds majority vote of the Board of Directors in person.
15. (a) The Board of Directors shall take such steps as it may deem requisite to enable the Foundation to receive donations and benefits for the purpose of furthering the objects of the Foundation.
(b) The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund.
16. (a) The Board of Directors may from time to time by resolution create such Committees as it may deem necessary; and shall have the power to co-opt others, including Association Members, to serve on said Committees.
(b) The Board of Directors shall have two Standing Committees; namely, the Standing Committee on Fund-Raising which shall be chaired by the First Vice-President; and, the Standing Committee on Investments which shall be chaired by the Treasurer, and shall have the power to co-opt others, including Association Members, to serve on said Committees.
(c) The President of the Foundation shall be a member ex officio of all Committees of the Board.
17. All matters before a meeting of the Board shall be decided by a majority of votes cast, unless otherwise provided for by this Constitution and By-Laws or the Canada Corporations Act. In the case of an equality of votes the Chairman shall have the casting vote.
18. (a) The President, Secretary, and Treasurer of the Foundation shall be elected by the Board of Directors from among the Directors from the Province or region in which the Executive Committee is to be located.
(b) The First Vice-President and the Second Vice-President shall be elected by the Board of Directors and may be from any Province or region.
19. The Board of Directors may appoint other Officers of the Foundation following each Annual General Meeting of Members, and the Board may remove at its pleasure any such appointed officer.
20. (a) There may be such Honourary Member or Members, Officer or Officers of the Foundation as the General Meeting may from time to time, on the recommendation of the Board, consider advisable and they shall hold honourary office for such period of time as may be prescribed by the Board, including for life.
(b) Honourary Members or Officers may be present by invitation as guests at Meetings of the Foundation, including meetings of the Board of Directors and the Executive Committee, but shall not vote or be counted in the tally.
21. The Board may appoint such Agents and engage such Employees as it shall deem necessary from time to time and such persons shall have authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.
22. (a) Officers shall serve without any remuneration but may be recompensed for reasonable expenses incurred in the fulfilment of their duties;
(b) Remuneration of all Agents and Employees shall be fixed by the Board of Directors and by resolution. Such resolution shall have force and effect only until the next Annual Meeting by resolution of the Members, and in the absence of such confirmation by the Members, then the remuneration to such Agents or Employees shall cease to be payable from the date of such meeting of the Members.
23. The Officers of the Foundation shall hold office for two (2) years so long as they remain Directors of the Foundation and/or until their successors are elected or appointed in their stead.
VIII. DUTIES OF OFFICERS
24. (a) The President shall be the chief executive officer of the Foundation. He shall preside at all meetings of the Foundation and the Board of Directors. He shall have the general and active management of the business of the Foundation. He shall see that all orders and resolutions of the Board are carried into effect.
(b) The President or a Vice-President with the Secretary or other Officer appointed by the Board for that purpose shall sign all by-laws, resolutions and other documents requiring signatures of the Officers of the Foundation.
25. The First Vice-President shall in the absence or disability of the President, perform the duties and exercise the powers of the President; shall chair the Standing Committee on Fund-Raising; and, shall perform such other duties as shall from time to time be imposed upon him by the Board.
26. The Second Vice-President shall, in the absence and disability of the President and the First Vice-President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him by the Board.
27. (a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation and shall deposit all monies and other valuable effects in the name of and to the credit of the Foundation and in such depositories as may be designated by the Board of Directors from time to time; and, shall chair the Standing Committee on Investments.
(b) He shall disburse the funds of the Foundation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial position of the Foundation. He shall also perform such other duties as may from time to time be determined by the Board.
28. (a) The Secretary shall attend all sessions of the Board and all meetings of the Members and act as clerk thereof and record all votes and minutes of the proceedings in the books to be kept for that purpose.
(b) He shall give or cause to be given notice of all meetings and special meetings of the Members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, or President, under whose supervision he shall be.
(c) He shall be custodian of the seal of the Foundation, which he shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.
IX. EXECUTIVE COMMITTEE
29. (a) The Board of Directors, shall elect from among its number an Executive Committee consisting of such number of members, not less than five (5), as the Board may by resolution determine.
(b) The Officers of the Foundation together with the Directors ex officio shall be members of the Executive Committee.
(c) The quorum of the Executive Committee shall consist of one half of the number of its members who are also Association Members plus one.
(d) Ex officio Directors who are Association Members or Association Members-at-Large shall be members of the Executive Committee and shall participate in the general business of the Executive Committee, vote and be counted in the quorum, except that they shall abstain from voting on matters of direct beneficial interest to their office.
(e) Ex officio Directors who are not Association Members or Association Members-at-Large shall be advisory members of the Executive Committee, acting in a consultative capacity only; shall abstain from voting on any matter that may arise before the Committee; and, shall not be counted in the quorum.
30. Each member of the Executive Committee shall serve during the pleasure of the Board and, in any event, only as long as he shall be a Director.
31. The Board of Directors may fill vacancies on the Executive Committee by election from amongst its members except those vacancies pertaining to ex officio membership. Whenever a vacancy exists in the Executive Committee, the remaining members may exercise all its powers so long as a quorum remains in office.
32. During the intervals between the meetings of the Board of Directors the Executive Committee shall possess and may exercise (subject to any regulations that the Board may from time to time impose) all the powers of the Board of Directors in the management and direction of the affairs of the Foundation (save and except only such acts as must by law be performed by the Directors themselves) in such manner as the Executive Committee shall deem best for the interests of the Foundation in all such cases in which specific directions shall not have been given by the Board of Directors.
33. Subject to any regulations imposed from time to time by the Board of Directors, the Executive Committee shall have power to fix its own rules of procedure.
34. (a) Meetings of the Executive Committee may be held at the Head Office of the Foundation or at any other place in or outside Canada, and shall be held no less than once in every quarter.
(b) The Executive Committee shall keep minutes of its meetings in which shall be recorded all actions taken by it, which minutes shall be submitted as soon as practicable to the Board of Directors.
35. The members of the Executive Committee shall not receive any remuneration for their services but may be recompensed for reasonable expenses incurred in the fulfilment of their duties.
36. All matters before the Executive Committee shall be decided by a majority of votes cast. In the case of an equality of votes the President shall have a casting vote.
37. (a) The Executive Committee shall have the power from time to time to create from among its members one or more pro tem sub-committees charged with specific tasks and reporting to the Executive Committee;
(b) The Executive Committee may by resolution co-opt Directors who are not members of the Executive Committee, or others including Association Members or Association Members-at-Large, to serve on such sub-committee(s);
(c) The President shall, ex officio, be a member of such sub-committee(s);
(d) The term of such sub-committee(s) shall not extend beyond the next nearest Meeting of the Board of Directors at which Officers are elected.
38. The Annual and General Meetings of Members of the Foundation shall be held at such time and place as might be decided by the Board of Directors and, on its instruction, called by the Secretary. Fourteen (14) days’ prior notice shall be given to each Member for any meeting of Members communicated by letter, telefax or email transmissions to Members, or to Associations, or through announcements in the press, or in Association, Federation, or Foundation bulletins or newsletters.
39. (a) Each Member present at the Meeting shall have the right to exercise one (1) vote.
(b) A Member may in writing appoint as his proxy any other Member to vote at any Annual General or General Meeting of Foundation Members, which proxy will be submitted to the Secretary before the commencement of the meeting for which the proxy is intended.
40. Five (5) members present in person at the meeting shall constitute a quorum for any Annual General or General Meeting of Members of the Foundation properly called.
41. (a) The Annual General Meeting of Members shall receive a report of the Directors in office at the time the Meeting was called and shall elect a Board of Directors.
(b) The General Meeting of Members may conduct all business not specifically assigned to the Annual General Meeting of Members.
42. At all meetings of Members of the Foundation every question shall be determined by a majority of votes cast at the meeting unless otherwise specifically provided by the Canada Corporations Act or by these by-laws. In the event of a tie the Chairman of the meeting shall have a casting vote.
43. A General Meeting of Members shall be held no less than once every calendar year; when only one such meeting is held, it shall constitute the Annual General Meeting of Members.
XI. FINANCIAL YEAR
44. The financial year of the Foundation shall be the calendar year.
45. (a) The Members shall at each Annual General Meeting appoint an Auditor to audit the accounts of the Foundation to hold office until the next annual general meeting provided that the Directors may fill any casual vacancy in the office of Auditor.
(b) The remuneration of the Auditor shall be fixed by the Board of Directors.
46. (a) The Seal of the Foundation shall be in such form as shall have the words “CANADIAN FOUNDATION FOR UKRAINIAN STUDIES” endorsed thereon.
(b) The Seal of the Foundation, when required, may be affixed to contracts, documents and instruments in writing properly signed on behalf of the Corporation or by any Officer or Officers so appointed by resolution of the Board of Directors.
XIV. SIGNATURE AND CERTIFICATION OF DOCUMENTS
47. (a) Contracts, documents or any instruments in writing requiring the signature of the Foundation, shall be signed by any two (2) of the President, a Vice-President, or Secretary, and all contracts, documents and instruments in writing so signed shall be binding upon the Foundation without further authorization or formality.
(b) The Directors shall have the power to appoint an Officer or Officers on behalf of the corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
XV. ASSETS AND PROPERTY
48. All assets and property of the Foundation whether in the form of real estate, goods, financial instruments, investments, bank accounts, etc., and other holdings shall be held in the name of the Foundation.
XVII. RULES AND REGULATIONS
49. The Board of Directors shall prescribe such rules and regulations not inconsistent with this bylaw relating to the management and operation of the Foundation as it deems expedient, provided that such rules and regulations shall have force and effect only until the next meeting of the Members of the Foundation when they shall be confirmed, and in default of confirmation at such annual meeting of Members shall at and from that time cease to have force and effect.
XVIII. RULES OF ORDER
50. Accept as otherwise provided by this Constitution and By-Laws, all meetings of the Foundation called to transact business shall be governed by the rules of order as set forth in Paul, Kevin, Chairing a Meeting with Confidence, An easy guide to rules and procedures, Self-Counsel Press, Second Edition, 1993.
XIX. CONFLICT OF INTEREST
51. At all meetings of the Foundation at which business is to be transacted, Members; Officers; Directors, including ex officio Directors, shall declare a conflict of interest if they have a conflict of interest or a personal beneficial interest in the matter under discussion and shall abstain from voting on the matter. Such abstention, however, shall have no effect on the quorum of the meeting.
52. (a) Upon a dissolution of the Foundation or surrender of its charter, the assets remaining after payment of all its debts and obligations will be turned over to the Canadian Institute of Ukrainian Studies. Should at that time the Institute be no longer active, such assets will accrue to one or more Ukrainian Canadian organizations incorporated as non-profit charitable bodies having aims and objectives cognate with or similar to those of the Foundation.
(b) It shall be a condition of any such transfer of assets that:
i) all perpetual endowed programs administered by the Foundation continue; and,
ii) such assets be expended only for purposes consistent with the aims and objectives of the Foundation.
XXI. AMENDMENT OF CONSTITUTION AND BY-LAWS
53. This Constitution and By-Laws may be repealed or amended by a resolution or by-law enacted by a majority of the Directors of a meeting of the Board of Directors and sanctioned by an affirmative vote of two-thirds (2/3) of the Members present at a subsequent General Meeting duly convened, provided that the enactment, repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs (Ottawa) has been obtained.