Engineering Society Bylaw 1 (The Constitution)

The following is an excerpt from the constitution of The University of Toronto Engineering Society (adopted: 11 April 2011)

CHAPTER 1 - GENERAL

1.0 General

• 1.0.1 The name of the Corporation shall be “The University of Toronto Engineering Society”, hereafter called “the Society.”
• 1.0.2 The Head Office of the Society shall be in the City of Toronto, at such a place as the Board of Directors of the Society may from time to time fix.
• 1.0.3 The Seal, an impression of which is stamped in the margin hereof, shall be the Seal of the Society
• 1.0.4 The fiscal year of the Society shall conclude on 31 May each year.

1.1 Interpretation

• 1.1.1 In this document the masculine form shall be interpreted to include the feminine form
• 1.1.2 In this document:
  • a. “Constituencies” shall mean the divisions of the student body, defined by both year and discipline, as well as the PEY Constituency and the TrackOne class;
  • b. “Board Members” shall mean members of the Board of Directors, as specified in Chapter 5;
  • c. “Faculty” shall mean the Faculty of Applied Science and Engineering of the University of Toronto;
  • d. “Governing Council” shall mean the Governing Council of the University of Toronto;
  • e. “Members” shall mean members of the Society, as specified in Chapter 2;
  • f. “Officers” shall mean the President and all Vice-Presidents of the Society, as specified in Chapter 4;
  • g. “PEY Constituency” shall mean the group of Members registered in the Professional Experience Year Program;
  • h. “Program” shall mean a course of study in an Engineering discipline, as defined by the Faculty;
  • i. “Recall” shall mean a process by which a position-holder of the Society may be removed from his position without his consent;
  • j. “Resolution” shall mean a motion approved by a majority vote;
  • k. “Signing Officer” shall mean a person who has the right to authorize financial transactions on behalf of the Society;
  • l. “Special Resolution” shall mean a motion presented as such, and approved by a two thirds vote;
  • m. “Summer Months” shall refer to the months of May, June, July and August;
  • n. “Academic Year” shall refer to the months of September, October, November, December, January, February, March and April.
• 1.1.3. All other words shall carry their common dictionary definitions.

CHAPTER 2 – MEMBERSHIP AND FEES

2.0 General

• 2.0.1 There shall be three (3) types of Members:
  • a) Full Time Members
  • b) Part Time Members
  • c) Alumni Members

2.1 Qualifications for Membership

• 2.1.1 Full Time Members must be students registered in the Faculty enrolled in full time undergraduate studies as defined by the Faculty.
• 2.1.2 Part Time Members must be students registered in the Faculty enrolled in part time undergraduate studies as defined by the Faculty.
• 2.1.3 Alumni Members must have previously been registered as full time students in the University of Toronto Faculty Of Applied Science and Engineering or its precursor, the Ontario School of Practical Science.
• 2.1.4 Full Time Members must have paid in full the Membership Fee described in Section 2.2.

2.2 Fees

• 2.2.1 The Membership Fee shall be $44.64 in the year 2010-2011
• 2.2.2 Upon a resolution of the Board of Directors, the Membership Fee for each subsequent year shall include a cost of living adjustment as determined by the Governing Council.
• 2.2.3 The Membership fee shall be non-refundable.
• 2.2.4 Any fees or levies to be created, altered, or removed except as specified in section 2.2.2 must be done so by the Membership through a referendum.

2.3 Rights of Membership

• 2.3.1 Alumni Members shall enjoy no rights of Membership other than the right to speak at General Meetings and at meetings of the Board of Directors.
• 2.3.2 All other rights and responsibilities of Members described in this document shall pertain only to Full Time and Part Time Members.

 

CHAPTER 3 – GENERAL MEETINGS

3.0 General

• 3.0.1 The duties specified in this chapter, where they relate to:
  • a. Annual General Meetings, are the responsibility of the Vice-President Communications; and
  • b. General Meetings for the purpose of Recall are the responsibility of the Chief Returning Officer;
  • c. Other General Meetings are the responsibility of the Vice-President Communications.

3.1 Calling a Meeting

• 3.1.1 An Annual General Meeting shall be called annually, in October.
• 3.1.2 A General Meeting shall be called upon:
  • a. a resolution of the Board of Directors requesting such a meeting; or
  • b. the receipt of a petition requesting such a meeting signed by one hundred (100) Members; or
  • c. a resolution of the Officers requesting such a meeting.
  • d. a resolution passed at a General Meeting, such as the Annual General Meeting, during that same academic year.
• 3.1.3 Said resolution or petition must specify the purpose of the General Meeting.

3.2 Agenda

• 3.2.1 The agenda for each Annual General Meeting shall include motions to:
  • a. appoint an auditor for the current year;
  • b. receive the auditor’s report for the previous year;
  • c. authorize the Board of Directors to set the remuneration for the auditor for the current year;
  • d. ratify any amendments to Bylaw 1 made under Section 8.1.2b); and
  • e. perform any other functions specified by the Corporations Act of Ontario and other relevant legislation.

• 3.2.2 Motions shall be added to the agenda of an Annual General Meeting upon receipt of notice in writing at any time earlier than seven days previous to the meeting.

• 3.2.3 The agenda of any other General Meeting shall contain only those motions pertaining to matters specified under section 3.1.3.

3.3 Notice

• 3.3.1 Notice shall be given at least seven (7) days prior to any General Meeting;
• 3.3.2 Notice shall be given:
  • a. electronically to the Membership;
  • b. in a Society publication which prints within the seven (7) days prior to the General Meeting; and
  • c. through written notice posted in the Society office.
• 3.3.3 Without written notice as defined in Sections 3.3.1 and 3.3.2, no motions passed at a General Meeting shall have force.

3.4 Voting

• 3.4.1 At each General Meeting each Member of the Society holds one (1) vote.
• 3.4.2 A Member may proxy their vote at a General Meeting to another Member.
• 3.4.3 No Member may hold more than three (3) votes at a General Meeting.

3.5 Quorum

• 3.5.1 Quorum is fifty (50) Members present in person.
• 3.5.2 Proxy votes do not count for the purpose of quorum.

3.6 Order

• 3.6.1 The Speaker of the Board of Directors shall preside over General Meetings.
• 3.6.2 All General Meetings shall be governed by Roberts Rules of Order where these rules of order do not conflict with the Bylaws of the Society.
• 3.6.3 The Speaker shall not hold more than one (1) vote at any General Meeting.

3.7 Publication of Financial Statements

• 3.7.1 At least fourteen (14) days before the Annual General Meeting, the Vice-President Finance shall cause a copy of the Society’s financial statements and the auditor’s report to be:
  • a. Published online at the http://www.finance.skule.ca website, and all students made aware of their availability via the Engineering Society Digest.
  • b. Submitted to the Office of the Governing Council.

CHAPTER 4 – OFFICERS

4.0 General

• 4.0.1 The Officers of the Society shall be the President, the Vice-President Finance, the Vice-President Communications, the Vice-President Academic, the Vice-President External, and the Vice-President Student Life.
• 4.0.2 Each Officer shall be elected by the Membership, as defined in Bylaw 3.
• 4.0.3 In case of infirmity, death, resignation, or other form of ineligibility of an Officer other than the President:
  • a. the President shall assume said Officer’s responsibilities;
  • b. an Election for said Officer’s position shall be held as early as possible, as described in Bylaw 3; and
  • c. all other Officers may be candidates to replace said Officer, by resigning from their positions.
• 4.0.4 An Officer, once elected, will not be considered eligible to run in an election for the same or substantially similar position.
• 4.0.5 Except in cases of Sections 4.0.3 and 4.1.4, no person may hold two Officer positions simultaneously.
• 4.0.6 The term of office for each Officer other than the President shall commence when he takes the Oath of Office and end at the end of the Joint Council Meeting (First Part).
• 4.0.7 Each Officer shall oversee Directors, as specified in Bylaw 2.
• 4.0.8 Each Officer shall have such other duties as may be outlined in Bylaws or Policies.
• 4.0.9 Officers shall be official representatives of the Society, in the following order of precedence: President, Vice-President Finance, Vice-President Communications, Vice-President Academic, Vice-President External, and Vice-President Student Life.
• 4.0.10 Each Officer must be a Member of the Society.
• 4.0.11 Each Officer must be enrolled in full time in the September of his or her term of Office and thereafter.
• 4.0.12 Upon a resolution of Council, the requirements of 4.0.11 may be waived for an Officer enrolled part time for reasons of disability, injury or illness. Documentation from a licensed medical professional or Accessibility Services at the University of Toronto shall be sufficient evidence of disability, injury or illness for the purpose of Council.

4.1 President

• 4.1.1 The President shall be the Chief Executive Officer of the Society.
• 4.1.2 The President must be at least eighteen (18) years of age.
• 4.1.3 The President must be a full member as defined in Chapter 2, in the fourth year of an undergraduate program in the Faculty in the September of his term of office and thereafter.
• 4.1.4 In case of infirmity, death, resignation, or other form of ineligibility of the President:
  • a. The Vice-President Finance shall assume the President’s responsibilities;
  • b. An Election for President shall be held as early as possible, as described in Bylaw 3; and
  • c. All other Officers may be candidates to replace the President, by resigning from their positions
• 4.1.5 The term of office for the President shall commence when he takes the Oath of Office and end when he administers the Oath of Office to the Member elected to be the following year’s President.
• 4.1.5 The President shall maintain the Seal of the Society.

4.2 Vice-President Finance

• 4.2.1 The Vice-President Finance shall be the Chief Financial Officer of the Society.
• 4.2.2 The Vice-President Finance shall be responsible for the preparation of budgets for Board of Director approval as specified in the Bylaws.
• 4.2.3 Any amendment to a Board-approved Society budget must also be approved by the Board of Directors.
• 4.2.4 In accordance with the Corporations Act of Ontario, the Vice-President Finance shall be responsible for the keeping of all accounting records with respect to all financial and like transactions of the Society.
• 4.2.5 Without derogating from Section 4.2.4, the Vice-President Finance shall be responsible for the maintenance of records of:
  • a. All sums of money received and disbursed by the Society and the matters with respect to which receipt and disbursement took place;
  • b. All sales and purchases of the Society;
  • c. The assets and liabilities of the Society;
  • d. All other transactions affecting the financial position of the Society; and
  • e. trademarks, copyrights, and other intellectual property.
• 4.2.6 The Vice-President Finance shall be responsible for the security of the financial records of the Society.
• 4.2.7 The Vice-President Finance shall be responsible for reporting the expenditures of the Society’s funds in accordance with the budget approved by the Board of Directors.
• 4.2.8 The Vice-President Finance shall be responsible for the security of the Society’s property and offices, and overseeing access thereto.

4.3 Vice-President Academic

• 4.3.1 The Vice-President Academic shall represent students' interests with regards to their academic and professional development.
• 4.3.2 The Vice-President Academic shall be responsible for maintaining and disseminating information on the academic regulations and procedures of the Faculty and University.
• 4.3.3 The Vice-President Academic shall be responsible for operating and improving academic services that the Engineering Society provides to its students.

4.4 Vice-President Communications

• 4.4.1 In accordance with the provisions of the Corporations Act of Ontario, the Vice-President Communications shall be responsible for the maintenance of:
  • a. A copy of the letters patent and any supplementary letters patent issued to the Society;
  • b. All Bylaws, Policies and Special Resolutions of the Society;
  • c. A register of all Members which shall include their names, addresses and phone numbers; and
  • d. All minutes and associated documents.
• 4.4.2 The Vice-President Communications shall be responsible for all other duties assigned to Secretaries of Corporations under the Corporations Act of Ontario.
• 4.4.3 The Vice President Communications shall, upon request by a member, make available to that member the full and correct version of any Society document (i.e., bylaws, policies, special resolutions of council, minutes and their associated documents) within 10 business days.
• 4.4.4 The Vice-President Communications shall be responsible for submitting Notices of Change to the Ontario Ministry of Consumer and Business Services within 15 days of any change in officer or director in the Society. The Vice-President Communications will be further responsible for keeping duplicates of these Notices on file in the Society’s office in accordance with the Ontario Corporations Information Act.

4.5 Vice-President Student Life

• 4.5.1 The Vice-President Student Life is responsible for the social and cultural well-being of the Society.
• 4.5.2 The Vice-President Student Life shall be responsible for outreach and social activities as specified in the Bylaws.

4.6 Vice-President External

• 4.6.1 The Vice-President External shall represent the Society and its members at provincial and national conferences;
• 4.6.2 The Vice-President External shall be responsible for all communication between the Engineering Society and organizations external to the University of Toronto;
• 4.6.3 The Vice-President External shall gather information required for the strategic development of the Engineering Society and implement new strategic programs.

4.7 Signing Officers

• 4.7.1 The Signing Officers of the Society shall be the President, the Vice-President Finance, the Vice-President Academic, the Vice-President Communications, the Vice-President Student Life, and the Vice-President External, except those officers who are not Members.
• 4.7.2 One of the President or Vice-President Finance and one other Signing Officer’s signatures shall be required for any expenditures of Society funds.

4.8 Recall

• 4.8.1 An Officer may only be recalled by a two-thirds vote at a General Meeting called for that purpose.

 

CHAPTER 5 – BOARD OF DIRECTORS

5.0 General

• 5.0.1 The business and affairs of the Society shall be managed by a Board of Directors.

5.1 Board of Directors

• 5.1.1 The Board shall be comprised of all:
  • a. The Six (6) Officers of the Engineering Society;
  • b. Nine (9) Discipline Representatives as follows:
    • i. Chemical Engineering Program Representative;
    • ii. Civil Engineering Program Representative;
    • iii. Computer Engineering Program Representative;
    • iv. Electrical Engineering Program Representative;
    • v. Engineering Science Program Representative;
    • vi. Industrial Engineering Program Representative;
    • vii. Materials Science and Engineering Program Representative;
    • viii. Mechanical Engineering Program Representative;
    • ix. Mineral Engineering Program Representative;
  • c. Three (3) Representatives from First Year
  • d. Four (4) Upper Year Representatives, elected from Second, Third and Fourth Year, and PEY.

5.2 Elections and Term of Office

• 5.2.1 The CRO must bring forward a motion to ratify the new Board at the first Board meeting following the Joint Council Meeting
• 5.2.2 The Board shall not refuse to ratify the results of an election conducted in accordance with the Bylaws of the Society
• 5.2.3 Each incoming Board member’s term of office shall begin at the adjournment of the meeting at which their election is ratified by the Board

5.3 Votes and Proxies

• 5.3.1 Each Board Member shall have one (1) vote on each question to be decided by the Board;
• 5.3.2 A Board Member (except Officers) may proxy their vote to a Member of the Society of the same constituency;
• 5.3.3 Officers may proxy their vote to any Member of the Society;
• 5.3.4 No member may hold more than two (2) votes at a meeting of the Board of Directors.

5.4 Indemnity

• 5.4.1 Every Board Member and his heirs, executors and administrators, and estate and effects, respectively shall be indemnified and saved harmless out of the funds of the Society, from and against:
  • a. All costs, charges and expenses whatsoever that are sustained or incurred by the Board Member in or about any action, suit or proceeding that is brought, commenced and prosecuted against the Board Member for, or in any respect of, any act, deed, matter or thing whatsoever made, done or permitted by the Board Member, in or about the execution of the duties of the Board Member’s office; and
  • b. All other costs, charges or expenses that resulted, were sustained or were incurred by the Board Member in, about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by the Board Member’s own willful neglect or default.

5.5 Board Members’ Interest in Contracts

• 5.5.1 In accord with the provisions of the Corporations Act of Ontario, every Board Member who is in any way directly or indirectly financially interested in a contract or proposed contract with the Society shall declare their interest at a meeting of the Board of Directors and shall not vote in respect to that contract.

5.6 Meetings

• 5.6.1 The Board of Directors shall hold a meeting at least once a month during the academic year.
• 5.6.2 The President may call a meeting of Board of Directors, and shall call a meeting within one (1) week of receiving a written request to call such a meeting signed by one half of the Board.
• 5.6.3 Any Member may attend, speak and move or second motions at meetings of the Board of Directors subject to the rules of order.
• 5.6.4 The Vice-President Communications shall ensure that an agenda is circulated to all Board Members five days before any meeting of the Board.
• 5.6.5 All motions submitted by a Member to the Vice-President Communications at least seven days of a meeting of the Board of Directors shall be included on that agenda.
• 5.6.6 Unless its consideration is unanimously approved by the Board, no substantive motion shall be considered other than those on the agenda, or those to clarify motions on the agenda.

5.7 Notice of Meetings

• 5.7.1. Notice of meetings of the Board of Directors must be given electronically or in writing to every Member by the Vice-President Communications at least five (5) days before the time chosen for such a meeting.

5.8 Minutes

• 5.8.1 Minutes of all meetings of the Board of Directors shall be kept in accordance with the Bylaws.
• 5.8.2 Copies of all Board meeting minutes shall be circulated to all Board members with the agenda for the upcoming Board meeting, and presented at the meeting.

5.9 Quorum

• 5.9.1 Quorum of the Board of Directors shall be fifty per-cent (50%) voting members present.
• 5.9.2 Proxy members shall not count towards quorum.

5.10 Speaker

• 5.10.1 The Speaker shall ensure proper procedure during all meetings of the Board.
• 5.10.2 In the absence of the Speaker, the President shall act as Chair of the Board, except as determined by a majority vote of the Board.
• 5.10.3 The Speaker shall be selected by the Board of Directors at the first meeting of the new Board Members by a majority vote.
• 5.10.4 Nominations for the Speaker shall be held according to the Bylaw on Elections.
• 5.10.5 The Speaker shall be a non-voting member of the Board of Directors.
• 5.10.6 The Speaker shall act as the Speaker for Council, where necessary.

5.11 Committees

• 5.11.1 The following shall be considered Standing Committees of the Board:
  • a. The Executive Committee;
  • b. The Finance Committee;
  • c. The Levy Fund committee;
  • d. The Policy & Structure Committee;
• 5.11.2 No resolution of a Standing Committee shall take force until it is ratified by the Board

CHAPTER 6 – COUNCIL

6.0 General

• 6.0.1 The Council shall compose of the Officers, Project Directors, Class Representatives, Discipline Club Chairs and Ex-Officio Directors.

6.1 Regular Meeting of the Council

• 6.1.1 The Council shall meet twice each semester to discuss the following:
  • a. Progress reports of the Officers;
  • b. Feedback session for Project Directors;
  • c. Discussion for Class Representatives on current issues and events.

6.2 Joint Council Meeting

• 6.2.1 There shall be a Joint Council Meeting after the election of the Officers and before the commencement of spring examinations, consisting of two (2) parts.
• 6.2.2 The Joint Council Meeting (First Part) shall include, in this order:
  • a. The elections for Project Director positions;
  • b. The election of the Chief Returning Officer; and
  • c. The incoming President’s Oath of Office.
• 6.2.3 The Joint Council Meeting (Second Part) shall include, in this order:
  • a. The incoming Officers’ Oath of Office;
  • b. The incoming Project Directors’ and the Chief Returning Officer’s Oaths of Office; and
  • c. The creation of the standing committees, as outlined in the policies.
• 6.2.4 Joint Council Meeting shall follow Robert’s Rules of Order.

CHAPTER 7 – EMPLOYEES

7.0 General

• 7.0.1 The Society shall employ an Office Manager and such other persons as the Board of Directors may approve.

7.1 Specific Employees

• 7.1.1 There shall be an Office Manager who shall be responsible for:
  • a. Overseeing the administration of the Society’s Head Office;
  • b. Maintaining the day-to-day financial records of the Society; and
  • c. Other duties as may be specified in Bylaws and Policies.

 

CHAPTER 8 – AMENDMENTS, BYLAWS AND POLICIES

8.0 General

• 8.0.1 There shall be three levels of documents specifying the organization of the Society;
  • a. Bylaw 1 (Constitution);
  • b. Other Bylaws; and
  • c. Policies.

8.1 Bylaw 1 (The Constitution of the University of Toronto Engineering Society)

• 8.1.1 Bylaw 1 shall specify the fundamental organization of the Society.
• 8.1.2 Bylaw 1 may only be amended by:
  • a. A two-thirds vote at a General Meeting; or
  • b. A two-thirds vote at the Board of Directors Meeting.
• 8.1.3 In the case of 8.1.2b), such amendment must be ratified by a two-thirds vote at:
  • a. A General Meeting called for that purpose; or
  • b. The next Annual General Meeting.
• 8.1.4 If such approval has not occurred by the next Annual General Meeting the amendment is struck down and neither it nor any substantially similar amendment, may be proposed at a meeting of Council for one year following the date of the Annual General Meeting.
• 8.1.5 Any amendment, repeal, or re-enactment of Chapter 2 (Membership & Fees), Chapter 3 (General Meetings), Chapter 5 (Board of Directors), Chapter 6 (Councils), or Chapter 8 (Amendments, Bylaws and Policies) shall be effective only upon the approval thereof by the Governing Council.

8.2 Other Bylaws

• 8.2.1 Other Bylaws shall:
  • a. Provide additional order to the organization specified in Bylaw 1; and/or
  • b. Specify the organization of other areas of the Society.
• 8.2.2 Other Bylaws may only be passed, repealed, or amended by a two-thirds vote of:
  • a. A General Meeting; or
  • b. A meeting of the Board of Directors.

8.3 Policies

• 8.3.1 Policies shall:
  • a. Describe details of the functioning of the Society; and
  • b. Provide continuity in the Society.
• 8.3.2 Policies may only be passed, repealed, or amended by a majority vote of:
  • a. A General Meeting;
  • b. A meeting of the Board of Directors; or
  • c. A meeting of the Officers.
• 8.3.3 When a policy is passed, repealed, or amended, it shall be noted which governing body of the Society did so (i.e., a General Meeting, Board of Directors, or the Officers).
• 8.3.4 A notice shall be given to all the Board of Directors when a policy is repealed, reinstated or amended at a Meeting of the Officers.
• 8.3.5 Policies passed, repealed, or amended at a General Meeting may only be repealed, re-instated, or amended at another General meeting for a period of one year.
• 8.3.6 Policies passed, repealed, or amended at a meeting of the Board of Directors may only be repealed, re-instated, or amended at another meeting of the Board, or a General meeting for a period of one year.
• 8.3.7 Policies passed, repealed, or amended at a meeting of the Officers may be repealed, amended, or re-instated at another meeting of the Officers, a Board of Directors meeting, or a General meeting for a period of one year.
• 8.3.8 One year after a policy has been passed, repealed, or amended, it may again be amended or repealed by any body outlined in 8.3.2

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