CANADIAN UNITARIANS FOR SOCIAL JUSTICE BY-LAWS
Amended by-laws approved by Corporations Canada on June 26, 2003.
In these by-laws, unless the context otherwise requires:
1.1 ” Board” refers to the Board of Canadian Unitarians for Social Justice
1.2 “CUSJ” refers to Canadian Unitarians for Social Justice
1.3 “social justice” is inclusive of action to relieve against oppression or abuse in relation to poverty and economic matters, environmental degradation, the human rights of individuals or peoples, grave breaches of peace and security, and other areas of social concern.
1.4 “Act” refers to the Canada Corporations Act
1.5 The “Executive Committee” refers to at least seven members of the Board who are responsible for the day-to-day operations of CUSJ, the majority of whom reside in one region, and shall include the President, Vice President, Secretary, Treasurer and Membership Chair with the power to add various board members and the Justnews Editor.”
1.6 “Chapters” are groups of CUSJ members in good standing that are formed to address issues of concern to the chapter, proceeding in accordance with section 16.
1.7 ” Members ” and “persons” are not restricted to individuals
1.8 ” Regions” refers to the Atlantic, Quebec, Ontario, Prairies, and British Columbia regions.
1.9 In cases of doubt, in the conduct of meetings, reference may be made to Bourinot’s Rules of Order.
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.
3. HEAD OFFICE
Until changed in accordance with the Act, the Head Office of the corporation shall be in the City of Victoria, in the Province of British Columbia.
CUSJ purposes are
4.1 to develop and maintain a vibrant network of Unitarian social action in Canada and elsewhere and to pro actively represent Unitarian principles and values in matters of social justice, and
4.2 in particular to provide opportunities, including the publication of newsletters for Unitarians and friends to apply their religious, humanistic, and spiritual values to social action aimed at the relief of (1) poverty and economic injustice (2) discrimination based on religious, racial or other grounds (3) abuses of human rights whether of individuals or peoples (4) abuses of democratic process, and
4.3 to promote peace and security, environmental protection, education, and literacy in keeping with the spirit of Unitarian values.
5. CUSJ may carry out its operations throughout Canada and elsewhere.
6. CONDITIONS OF MEMBERSHIP
6.1 Membership in the CUSJ shall consist of persons
6.1.1 who were members in good standing of the antecedent, unincorporated, Canadian Unitarians for Social Justice at the time of incorporation under these by-laws, and who continue to maintain membership in good standing.
6.1.2 who state support for the purposes, constitution, and by-laws of CUSJ, indicate a willingness to further the objects of CUSJ and make payment of annual membership fees, if any, and whose membership application is accepted by the Board.
6.2 The Board may set annual membership fees, from time to time.
6.3 Members in good standing are members who continue to support the objects of the CUSJ and are not in arrears as to any membership fees.
6.4 Membership ceases upon death, resignation, or by motion of the Board in accordance with the by-laws.
6.5 Any member may withdraw from CUSJ through a written resignation mailed to the secretary of the organization.
6.6 The Board may terminate a membership of persons who fail to maintain membership in good standing or on evidence of egregious conduct by a member such as to bring the good name and reputation of CUSJ into disrepute.
6.7 Where membership is terminated,
6.7.1 the process shall be governed by rules of procedure that conform to rules of natural justice and fundamental fairness, and
6.7.2 in the case of termination based on conduct prejudicial to the good name of the organization, the motion to end membership shall be ratified by no less than a three-quarters ( 75%) majority of members at a duly constituted general meeting.
6.8 Each member in good standing is entitled to voice and vote at all duly called general meetings of the membership and to serve on committees or the Board.
7. MEMBERS’ MEETINGS
7.1 There shall be a general annual meeting of the membership as determined by the Board as to time and place.
7.2 Notice of each membership meeting shall be sent a minimum of thirty days prior to the meeting indicating the time and place. Notice must be provided to each member by mail, through a notice in Justnews, or by e-mail. Notice of any special business must include sufficient information to allow members to make a reasonable decision.
7.3 Notice of any general meetings shall include notice of any motions or resolutions that may be presented and the general import of such motions and whether proxy voting is permitted.
7.4 Agenda items at the annual meeting shall include constitutional and bylaw amendments, if any; report from the President, annual reports relating to finances, membership, publications, and activities; election of officers and other necessary business.
7.5 An error or omission in giving notice of any meeting shall not invalidate the meeting or void proceedings. Members may waive the required notice at any such meeting and validate or ratify any and all proceedings taken thereat.
7.6 A Special Meeting may be called by the President or the Board at any time to deal with matters needing the urgent, immediate attention of the general membership.
7.7 Fifteen per cent (15%) of members in good standing and representing at least three regions, may, in writing, request the Board to call a Special Meeting to deal with specified matters requiring the urgent and immediate attention of the general membership.
7.8 At general meetings a quorum shall consist of 15 members of the membership in good standing, including executive members.
7.9 Members have equal voting privileges at meetings and unless the Act or by-laws provide otherwise, each member may cast but one vote.
7.10 The Board may provide for proxy voting by members in good standing at general meetings. In no circumstance, however, shall a member act as proxy for more than one member, and the proxy vote holder shall submit written authorization to so act. The notice of meeting shall contain a reminder of proxy rights.
7.11 At general meetings, at the direction of the Chair or by motion of the membership present and voting, a particular vote may be by secret ballot.
7.12 Unless otherwise provided in the Act or by-laws, motions are passed on receiving 51% of the vote. In case of a tie vote, the Chair casts the deciding vote.
7.13 Where a motion is presented as a Special Resolution, a majority of not less than two -thirds of the vote is required in order for such motion to pass.
7.14 Voting shall be by personal attendance at general meetings or, where permitted by the Board under Section 7.10, by a written authorization to a specific member for vote by proxy. Electronic voting and vote by mail ballot is not permitted at general meetings.
8. BOARD OF DIRECTORS
8.1 Between general meetings of the organization, and on its behalf, the Board of Directors is empowered to conduct and transact all business of CUSJ, including, the setting up of any necessary trust fund for the benefit of the corporation, or, in accordance with section 65 of the Canada Corporations Act, exercising borrowing powers, or as authorized by special resolution, employing agents or employees for specific functions and determining a fair remuneration for such services.
8.2 The President, Vice President, Treasurer, Secretary, and Membership Chair and 13 Directors at Large shall be elected at the annual meeting.
8.2.1 If the Editor of Justnews is not also an officer or Director at large, s/he will be entitled to attend and vote at Executive and Board meetings, but shall not count as part of the quorum.
8.2.2 One additional “director at large” between the ages of 18 and 35, inclusive, may be elected to the Board at an annual meeting should no sitting or nominated Board Member nor the Justnews Editor fall within this age bracket.
8.3 To ensure a degree of regional representation, four Directors shall be from Ontario, four from British Columbia, and two each from the following three regions, Prairie Provinces, Quebec, and the Maritimes and Newfoundland-Labrador; the region where the steering committee is located shall have an additional four directors to help share the work load.
8.4 Directors are qualified to serve providing they are individuals of eighteen years of age or more and have legal power to contract.
8.5 Length of Directors’ Terms
8.5.1 To provide for continuity, one-half of the individuals on the first elected Board shall serve two year terms and one-half shall serve one year terms. After that all will be elected for two-year terms. Adjustments may be made as required when a Board member is unable to serve a full two year term.
8.5.2 In accordance with the Act, the applicants listed in the Application for Incorporation under Letters Patent, are deemed to be directors of CUSJ and shall serve until their successors are elected.
8.6. In the event of a vacancy on the Board, the Board may appoint a Director to fill such position until the position is filled by election at the next annual meeting.
8.7 A Director’s office is vacated upon an officer’s resignation, bankruptcy, incapacity to act, or death, or upon his/her removal from office by special resolution as provided in the by-laws.
8.8 Where a Director is unable to carry on due to incapacity, the Board, by unanimous motion, may declare the Director’s position to be vacant.
8.9 By Special Resolution carried by a three-quarters ( 75%) majority, the general membership may remove a Director prior to expiration of term and elect a replacement.
8.10 Save for reimbursement of authorized expenses, Directors shall serve without remuneration and shall not, directly or indirectly, receive a profit from the CUSJ.
8.11 Retiring Directors shall remain in office until the adjournment of the meeting at which the successor is elected.
9. BOARD MEETINGS
9.1 The Board shall meet monthly or at such other regular interval as the Board may determine for the effective discharge of CUSJ business.
9.2 Directors are entitled to at least 48 hours telephone or electronic notice of such meetings, provided, however, that such due notice can be waived.
9.3 The Board may meet in person or electronically as determined by the President with the approval of the other Directors.
9.4 Where Board meetings are by way of telephone conference call, or other electronic means, they shall follow a protocol ensuring that each Director has been consulted in advance and consent solicited to the proposed format, ensuring that each person
on the call has equal access to the technology, that a reasonable time allotment permits each Director a reasonable opportunity to communicate adequately, that the secretary, or designate, ensures and duly records that all parties have due notice of the call, that a quorum is met, that due notice is given of the agenda and of relevant information, in advance, and the results of votes or other important expressions of opinion. Moreover, if the format runs the risk of loss of privacy and confidentiality, the record shall disclose what security measures were in place.
9.5 In the conduct of Board business, voting shall not be by proxy or mail in ballot nor shall written resolutions be acceptable in lieu of meetings.
9.6 For the purpose of Board meetings, a quorum consists of 50% plus one of the elected Board Members.
10. OFFICERS AND OFFICIAL RESPONSIBILITIES
10.1 The Officers shall include the President, Vice-President, Secretary, Treasurer, and Membership Chair.
10.2 Officers are Board Members and are bound by all of the provisions of section 8.
10.3 The President shall have the following powers and responsibilities:
10.3.1 to represent CUSJ in all dealings with the public
10.3.2 to preside over all general meetings of CUSJ and its Board
10.3.3 to perform such other duties and attend such other meetings as may from time to time be deemed expedient by the Board
10.3.4 from time to time, upon consultation, to delegate specific responsibilities, to other members of the Board
10.3.5 to ensure that the orders and resolutions of the Board are carried into effect.
10.4 The Vice President, as deemed necessary in the absence of the President, assumes and discharges the duties of the President and carries out such further duties as may be assigned to him by the Board at any time.
10.5 The Secretary shall
10.5.1 keep safely the Society’s records, documents correspondence, and seal
10.5.2 give notice of all meetings, attend at and keep an accurate record of proceedings at general meetings, and Board and Steering Committee meetings
10.5.3 take charge of CUSJ correspondence and keep the Board informed as to such correspondence
10.5.4 carry out such other duties as may be assigned by the Board or Steering Committee.
10.6 The Treasurer shall
10.6.1 take secure custody of all CUSJ funds, accounts and financial records
10.6.2 maintain accurate records of all income and expenditures
10.6.3 report regularly to the President, the Board, and the membership
10.6.4 prepare and deliver an annual report, duly audited.
10.6.5 open and maintain all necessary bank accounts
10.6.6 discharge such other responsibilities as the Board or Steering Committee may deem necessary.
10.7 The Membership Chair shall
10.7.1 maintain an accurate and up to date list of members in good standing
10.7.2 co-operate with the editor of Just News, or other newsletter, in facilitating a mail out to members
10.7.3 develop and promote a plan for membership growth
10.7.4 report regularly to the President, the Board, and the membership, including a written annual report at the annual general meeting
10.7.5 carry out such other duties as may be assigned by the Board or Steering Committee.
10.8. Directors at large shall liase with the general membership and ensure that their interests are communicated to the Board and Steering Committee, attend such general meetings or Board or Steering committee meetings as may be expedient, either in person or by telephone conference, and carry out such other duties as the Board may assign.
11.1 The Board may set up such committees as may be expedient in furthering the objects of the CUSJ. The Directors shall, by resolution, set terms of reference, including delegated powers and assigned responsibilities for any such committees, and allocate prudent budgetary resources as needed.
11.2 Unless a Special Resolution provides to the contrary, Committee members shall serve in a volunteer capacity, without remuneration, save for reimbursement of authorized expenses.
11.3 Committee members may withdraw from Committee work by resignation in writing to the Secretary. The Board at all times retains the power to remove a Committee member and name a replacement.
11.4 By-laws prohibiting Directors from deriving a profit from the organization apply equally to Committee members.
11.5 Where the Board establishes a committee to publish a newsletter,
11.5.1 the Board may name the editor,
11.5.2 the editor shall enjoy editorial independence,
11.5.3 the editor shall recruit an editorial advisory group to assist in developing a publications policy, assist in the work of publication, and to advise the Board from time to time.
12. STEERING COMMITTEE
12.1 The Executive Committee shall consist of at least seven members as described in section 1.5.
12.2 The Steering Committee shall exercise such powers as the Board authorizes.
12.3 Meetings of the Steering Committee may be at such places and times as the President may determine for the effective conduct of CUSJ business. Such meetings may be in person or by electronic means.
12.4 Members of the Steering Committee are entitled to at least 48 hours electronic notice of any meeting, provided, however, failure to meet due notice standards may be waived by the Committee and failure to strictly abide by due notice requirements does not invalidate proceedings or prevent any ratification of any such proceedings.
12.5 By-laws respecting remuneration of Directors apply equally to members of the Steering Committee, and no such member shall derive a profit from the society, directly or indirectly.
12.6 A quorum of four is set for meetings of the Steering Committee.
13. SIGNING OFFICERS
13.1 The signing officers for any CUSJ bank account shall be three members of the Executive Committee, of whom any two must sign to transact any CUSJ bank procedure.
13.2 Signing authority for any other document, instrument, form, etc. as required by business or under statute lies with the President or person delegated by the Executive Committee.
14. NOMINATIONS AND ELECTIONS
4.1 The Board including all officers of CUSJ who are due for election shall be elected at the annual general meeting.
14.2 A Nominations Committee shall consist of five people, serving for two years each. To provide for continuity, two members shall be elected at one annual meeting, and three at alternate meetings. The Board may fill any vacancy on the Nominations Committee and such person or persons shall serve until their replacement is elected at the annual meeting.
14.3 The Nominations Committee shall prepare a nominations report calling for further nominations from the floor, conducting the vote by secret ballot, and reporting the result of the vote to the Chair at the annual meeting.
14.4 Any member or group of members, including the current Executive, may submit a proposal to the Nominations Committee for re-location of the Executive Committee to take effect two years later. The Nominations Committee shall arrange for a vote on this proposal at the subsequent annual meeting.
14.5 At the annual meeting a year subsequent to receipt of a proposal to change the location of the Executive Committee, and after a vote on this proposal, the Nominations Committee shall, if the motion passed, specify that members nominated to the Executive Committee who do not reside in the region of the proposed location of the Executive Committee (as required under section 1.5) shall serve for only one year.
15. STANDING TO SPEAK FOR CUSJ
In general, in accordance with the role of the President as defined, the President speaks for the CUSJ and no other person shall conduct actions on behalf of the association or purport to represent the views of the society except with the prior permission of the Board or Steering Committee.
16.1 The Board may authorize local chapters to advance the work of the society in accordance with the CUSJ constitution and bylaws.
16.2 Admission to membership, however, shall remain with the Board, as well as the conduct of all business of an inter-regional, national, or of global significance.
16.3 The Board of CUSJ shall provide guidelines for the creation and disbandment of chapters.
16.4 Chapters must make clear that they speak in the name of the Chapter, not CUSJ, unless their position is already CUSJ policy, or has received prior written approval (e-mail qualifies) from the Board.
17. BORROWING POWERS
Authority to exercise Board borrowing powers shall be by special resolution at a general meeting of the membership except that a general meeting of the membership may authorize the Board or the Steering Committee to borrow up to a specified amount during an operating year without requiring further approval from the membership.
18. AMENDMENT OF BY-LAWS
By-laws not included in the letters patent may be repealed or amended, or a new by-law relating to the requirements of section 155(2) of the Act may be enacted, by the directors by majority vote and sanctioned by an affirmative two-thirds vote of the membership at a duly called general meeting. Any repeal or enactment of by-laws shall not be enforced until approved by the Minister of Industry.
At each annual meeting the membership shall appoint an auditor to audit CUSJ accounts and financial statements and report to the membership at the next annual meeting.
20. WIND UP
In accordance with the constitution and the Letters Patent, upon dissolution or wind up of the society, any assets remaining after satisfaction of all debts and liabilities shall be transferred to a Canadian Unitarian society pursuing like objects.
CUSJ is now incorporated with a federal charter. The first version of this document was prepared by Keith Jobson of Victoria and approved by the Corporations Directorate of Industry Canada on behalf of the federal government. Keith is a retired Professor of Law. He taught at the University of Victoria.