MONTREAL LOCAL EXPATRIATE SPOUSE ASSOCIATION (MTL LESA) CONSTITUTION ARTICLE I NAME OF THE ASSOCIATION

MONTREAL LOCAL EXPATRIATE SPOUSE ASSOCIATION (MTL LESA) CONSTITUTION ARTICLE I NAME OF THE ASSOCIATION The Name of the Association is MONTREAL Local Expatriate Spouse Association, or MTL LESA in short. ARTICLE II DEFINITIONS For the purposes of this Constitution, unless otherwise stated, the term: Spouse/Partner means any physical person who shares or takes part with another in a family, a spouse of a married couple or member of an unmarried couple without discrimination regarding sexual orientation or religion, member of the family (e.g. sister, brother, child, grandchild, parent) accompanying, living and carrying the expatriate staff at duty station. International organization means a UN body or a UN specialized Agency in the structure or the system of United Nations, an international organized body not-for-profit, an international governmental body, an international nongovernmental body, a diplomatic mission, a multinational company, etc. as will be defined in by-laws. ARTICLE III HEADQUARTERS The MONTREAL Local Expatriate Spouse Association, or hereinafter referred to as MTL LESA, has established the headquarters in 99 Chemin de la Point Sud, IDS, H3E 2C1, Montreal, Quebec, Canada. ARTICLE IV NATURE & OBJECTIVES MONTREAL Local Expatriate Spouse Association shall be a not-for-profit association established under the law of Quebec Province, Canada. MONTREAL Local Expatriate Spouse Association shall be a nongovernmental group composed of its members, created in response to an increasing concern about relocation and expatriate spouse employment,

2 which aims to become the effective voice of expatriate spouses and partners. The MTL LESA key objectives shall be: To assist the successful settling of the newly arrived expatriates in Montreal. To support the expatriate partners and families to obtain employment in Montreal. To create a network and collaboration within the international and local community : UN bodies, diplomatic missions, international organizations, international (multinational) private sector, Montreal International, bilateral aid agencies, non-governmental organizations. To network with other Local Expatriate Spouse Associations and relevant groups, particularly the diplomatic community, multinational institutions and nongovernmental organisations, with the aim of promoting the exchange of information and possibly the implementation of activities. ARTICLE V DURATION The MONTREAL Local Expatriate Spouse Association is established for an indefinite term. ARTICLE VI AFFILIATION & RECOGNITION The work of MTL LESA shall be coordinated by the United Nations Global Expatriate Spouse Association (UN-GESA). The MTL LESA may be affiliated with an appropriate body or existing similar organization recognized by the United Nations and its agencies in Montreal. ARTICLE VII MEMBERSHIP & VOLUNTEERS 1. Membership shall be open to all spouses/partners of expatriate staff of the United Nations and its Agencies based in Montreal, diplomatic corps, foreign missions, and to any other international organization as there were defined in this constitution. 2. There shall be two (2) categories of members of the Association, namely: a) Regular members - shall be composed of spouses/partners of expatriate staff of the United Nations and its Specialized

3 Agencies based in Montreal, diplomatic corps, foreign missions, and of any other international organization as there were defined in this constitution; and b) Honorary members shall be composed of members who obtained the employment or the citizenship. 3. A member shall only become a bona fide member upon submission of duly accomplished membership application form approved by the Executive Board and the full payment of membership fee and subsequent annual dues prescribed by the Constitution and By-Laws, unless otherwise amended. 4. Member may lose his/her membership upon leaving the country as a result of termination of the spouse s/ partners employment/service in Canada. 5. A regular member may change the status in honorary member upon she/he obtaining the employment or the citizenship. 6. Volunteer can be any person who is not a member of the Association and who performs activities in support of the objectives of the Association, while having a mandate from the Executive Board in this regard. Volunteers cannot attend the Executive Board meeting, nor the General Assembly. They can participate to all the meetings of working groups or any other meeting in which they can justify an interest. Volunteers cannot be decision makers, cannot vote and cannot be elected. 7. The Executive Board shall assign a Volunteer Coordinator with skills, and eventually a background, in human resources or volunteer work, which will coordinate the volunteer work of the members and volunteers of MTL LESA. ARTICLE VIII RIGHTS AND OBLIGATIONS A member has the following rights and obligations in the Association: 1. The rights of the regular members are: a) to participate in all legitimate affairs of the Association; b) to vote and to be voted in any of its elections; c) to be elected as member of the Executive Board or committee of his/her choice within the Association; d) to have access to the official records of the Association subject to its rules and regulations ; e) to be informed of all vital information concerning the affairs of the Association;

4 f) to seek redress of grievances against the officers, co-members or the Association itself; g) to have such other rights inherent to a member of an Association; h) to obtain support and information according to the objectives of the Association. 2. The obligations of the regular members are: a) to obey and uphold the Constitution & By-Laws ; b) to attend regularly all meetings of the Association unless her/his absence is justifiable; c) to pay diligently his/her dues and attend fundraising functions; d) to report to the Membership Assembly any knowledge of fraudulent activities of any officer or member which are detrimental to the Association; e) to observe proper behavior as expected of a decent member of the Association and avoid actions that are detrimental to its reputation; f) to perform such other duties and responsibilities required of a member of an Association; g) to inform the MTL LESA about the newcomers; h) to inform the MTL LESA on any changes appeared in his/her status or spouse s/partners status; i) to actively participate in networking and the activities of the group. 3. An honorary member has also the foregoing rights and obligations except the right to vote and to be voted in all elections of the Association. ARTICLE IX MEMBERSHIP FEES, DUES & FINES 1. A one-time membership fee to be determined by the Executive Board and upon approval by the General Membership shall be assessed and collected from any new member before her/his formal acceptance to the Association. 2. Annual dues to be determined by the Executive Board, and upon approval by the General Membership, shall be levied upon all members to defray expenses relative to the legitimate affairs of the Association and may be increased or decreased as the need arises. These dues must be paid promptly and diligently on or before the designated date. 3. Membership fee shall be collected by the Treasurer by October 1 st of each year. New members pay their membership fee upon joining. ARTICLE X

5 BODIES The Association shall consist of the Executive Board, the Secretary, and three working groups. ARTICLE XI EXECUTIVE BOARD 1. The Executive Board shall be composed of: Chairperson, Co-Chairperson, LESA Ambassador, Legal Adviser and Treasurer. 2. The Executive Board, which shall be elected by a direct vote of the majority of all the regular members of the Association, shall manage the day-to-day affairs of the Association. 3. The powers and functions of the Executive Board shall be as follows: a) to promulgate and implement policies, guidelines, rules and regulations for the effective management of the affairs of the Association; b) to prepare master plan of activities for the fiscal year during the period of their incumbency in line with the objectives of the Association; c) to review, deliberate, decide and approve all transactions concerning the affairs of the Association; d) to report to the Annual General Assembly Meeting the results of operations and other organizational activities for the fiscal year during their incumbency at the annual general membership meeting as required under this Constitution & By-Laws; e) to carry out such other duties and responsibilities which are inherent and customarily associated with the Executive Board; f) to address any grievances against the officers, co-members or the Association itself; g) to elaborate the by-laws and modify the constitution and bylaws. 4. The Executive Board shall be governed by the foregoing officers whose duties and responsibilities are as follows: a) Chairperson i. The Chairperson shall be the Chief Executive Officer and concurrently the Presiding Officer of the Association; ii. He/she shall be the principal representative for the Association; iii. He/she shall preside at all meetings of the Association and enforce rules and regulations diligently; iv. He/she shall oversee and manage the over-all affairs of the Association;

6 v. He/she shall be in-charge of the publicity and information dissemination concerning the affairs of the Association; vi. He/she shall cause the publication of the Association s newsletter, or bulletin or website. vii. He/she shall receive proposals for activities to be deliberated upon by the General Annual Assembly; viii. He/she shall not vote in any issue or proceeding except to break the tie on matters voted upon; ix. He/she shall perform such other duties and functions customarily inherent to the position; x. He/she shall call the meetings of Executive Board according to the procedure stated in by-laws. b) Co-Chairperson i. The Co-Chairperson shall be the over-all in charge of all the affairs of the Association in case of absence of the Chairperson and shall assume the duties and responsibilities of the Chairperson; ii. He/she shall succeed and assume the position of the Chairperson in the event that such position is declared vacant by reason of death, resignation or expulsion until election is held; iii. He/she shall be the over-all coordinator of fund-raising activities of the Association and shall perform such other functions that may be assigned to the position by the Executive Board from time to time. iv. He/she shall be the over-all coordinator of the committees and their activities. c) LESA Ambassador i. The LESA Ambassador shall be the official spokesperson for the Association and first point of contact for all stakeholders and other partners on a local and international level; ii. He/she shall be in-charge of lobbying, networking and linking all stakeholders in accordance with the communications strategy; iii. He/she shall be involved in setting the communications strategy in cooperation with the Chairperson or the Cochairperson as well as the Communications team, for example but not limited to decisions on the publication of the Association s, newsletter, bulletin, website, social media presence and more. iv. He/she shall coordinate the implementation of communications strategy in all areas of publicity and information dissemination concerning the affairs of the Association.

7 d) Legal Adviser i. The Legal Adviser shall provide guidance and advice on any legal matter concerning the affairs of the Association; ii. He/she shall participate in all the meetings of the Association whenever legal advice is needed; iii. He/she shall participate, together with representatives of MTL LESA, to various meetings with stakeholders and other partners whenever legal matters are discussed; iv. He/she shall maintain relationships with the Global Expatriate Spouse Association (GESA) as well as others entities or organization with which MTL LESA is affiliated or have a partnership agreement; v. He/she shall draft all legal documents for MTL LESA (e.g. agreements, memorandum of understanding, contracts etc.). e) Treasurer i. The Treasurer shall collect the membership fees and be the custodian of all funds of the Association; ii. He/she shall prepare periodic financial reports reflecting results of financial operations and the financial position of the Association and the annual financial report for approval by the General Assembly; iii. He/she shall prepare periodic budget as may be required by the Executive Board and shall at all times certify the correctness of the prepared reports; iv. He/she shall cause the opening and maintaining of bank account of the Association where all funds shall be deposited at the end of the business day when the said funds are received. Any withdrawal of funds by the Treasurer shall be counter-signed by the Chairperson for internal control purposes. ARTICLE XII THE SECRETARY The Secretary s duties and responsibilities are as follows: i. The Secretary shall be the custodian of all records and files of the Association; ii. He/she shall prepare and maintain a data base of all members of MTL LESA; iii. He/she shall prepare and send out the agenda of all the meetings of the Association; iv. He/she shall participate in, and keep an accurate record of, all the meetings of the Association, including the Executive Board meetings. She/he shall not have the right to vote in the meetings of the Executive Board;

8 v. He/she shall draft, circulate and maintain a record of minutes of MTL LESA Executive Board meeting, Special Meeting, General Assembly meetings, any relevant meeting etc. vi. He/she shall perform such other functions that are inherent to this position. ARTICLE XIII WORKING GROUPS 1. The three working group of MONTREAL Local Expatriate Spouse Association shall be: WELCOME GROUP, CAREER GROUP and PR & COMMUNICATIONS GROUP. 2. Workings Group shall be open to all members of MTL LESA. 3. Each Working Group shall establish its own Rules of Procedure. 4. Each Working Group shall be led by a Working Group Coordinator elected by the General Assembly. ARTICLE XIV TERM OF OFFICE 1. The term of office shall be one (1) year for the members of all the bodies of the Association. 2. The term of office shall begin on November 1 st. 3. An Officer shall not serve for more than two (2) consecutive full terms. However, after these two terms, she/he shall qualify to be nominated for re-election only after a lapse of one (1) year. 4. In the event that unexpired or unfinished term of the incumbent occurs, by reason of change of duty station, death, resignation or removal from office, the term of office to be served ad-interim shall be the remaining part of the term unserved. ARTICLE XV COMPENSATION 1. The elected members of the bodies of MTL LESA shall receive no compensation for holding office but shall be reimbursed for the ordinary and necessary expenses incurred in the performance of their duties.

9 2. The holding of office shall be considered as voluntary sacrifice and gratuitous contribution to the Association; hence no compensation shall be expected. ARTICLE XVI ELECTIONS AND QUORUM 1. Elections to positions on the bodies of the MTL LESA shall be held annually, at Annual General Assembly of MTL LESA. 2. Regular Members are eligible to stand for the Executive Board, Secretary and Working Group Coordinators. 3. No Member shall be elected to the same position for more than two consecutive terms. 4. No Member may hold more than one position on the bodies of the Association. 5. In the event of an unforeseen vacancy in the bodies of the Association, a Special General Meeting shall be held at which elections shall take place to fill the vacancy for the remainder of the term of the Steering Committee. 6. The Secretary has the competence for organizing, conducting and verifying elections to the bodies of the Association, and has the power to issue Election Rules if he/she wishes. The Secretary may receive assistance from an electoral team of volunteers under his/her supervision. 7. The Executive Board shall adopt its decisions through a simple majority vote, including by casting electronic votes. Electronic votes can only be taken into account if the Board s meeting reaches a quorum of a minimum of two members present. 8. The quorum in every meeting shall be determined by the physical count of all the members present and compared to the total number of the Association s members. 9. The General Assembly shall adopt its decisions by a simple majority vote of the members present, provided that they represent at least 30% of the total membership of the Association. Only one proxy vote per member shall be allowed. ARTICLE XVII MEETINGS & NOTICE OF MEETINGS 1. There shall be three (3) categories of the Association s meetings, namely: a) General Assembly meetings - annual meetings to be attended by all members of the Association usually during the end of the financial year; b) Regular meetings - meetings in the ordinary course of business to be attended by the Executive Board members and Working groups coordinators;

10 c) Special meetings - meetings called for specific purposes. 2. The first General Assembly shall detail the Regulations for these meetings. ARTICLE XVIII VACANCY, SUSPENSION & RESIGNATION 1. In the event a vacancy exists in the elective positions other than the Chairperson, where the Co-Chairperson will succeed him/her, such a Special election shall be called for such purpose. 2. Any member may tender written resignation to the Association for whatever reasons she/he may have, by giving a one (1) month notice. All contributions and dues paid by the resigned member shall remain part of the general fund of the Association. Efforts shall be made to update the accounts of any resigned member up to time of his/her resignation and shall be collected from the resigned member prior to his release from the membership. ARTICLE XIX FINANCIAL OPERATIONS & PROCEDURES 1. The cycle of the Association shall start from 1 st of November to the 30 th of October of each year. 2. The Treasurer shall handle the financial operations of the Association. Every receipt and disbursement of funds shall be properly recorded and accounted for and the corresponding cash counts and balancing of accounts must be done at the end of transaction day. 3. Periodic financial reports shall be prepared for monitoring purposes and for determination of the financial position or status of the Association. These reports shall be presented and distributed to the members during regular meetings as Treasurer s Report. 4. Cash collection and checks received during the day must be deposited to the account of the Association at the end of that day. 5. The Treasurer with the concurrence of the Chairperson shall cause for the opening of bank account in behalf of the Association, and all checks withdrawals shall be signed by the Treasurer and countersigned by the Chairperson in line with the internal control standards.

11 ARTICLE XX LIMITATIONS OF LIABILITY 1. No members of the Association shall be liable for any financial obligations other than the regular dues. 2. The Association shall not be under obligation to pay for any financial transactions fraudulently entered into by its officers and members beyond their authority.

12 ARTICLE XXI AMENDMENTS 1. Amendments to the Constitution shall be handled by the Amendments Committee to be created for such purpose or by the Election Committee, in case of exigency; 2. Proposed amendments to the Constitution may be submitted by the Amendments Committee, Executive Board, or by a written petition signed by at least fifteen (15) bona fide regular members to the Amendment Committee at least sixty (60) days prior to the meeting at which said proposals shall be deliberated and considered. Any substantive changes in the proposed amendments shall be communicated to the sponsors stating the reasons thereof. The Amendments Committee shall prepare the final draft and furnish copies to all members at least thirty (30) days prior to the approval and ratification of said amendments by at least twothirds (2/3) majority of all members of the Association in a special meeting called for such purpose. ARTICLE XXII DISSOLUTION 1. The Association may be dissolved by at least two-thirds (2/3) majority of all its members in a special meeting called for such purpose, subject to the required one (1) month written notice to the members. 2. In the event the dissolution of the Association is approved in the said special meeting, the incumbent members of the Executive Board or their duly designated and authorized representatives shall oversee and manage the speedy liquidation and disposition of all the assets of the Association. ARTICLE XXIII GENERAL PROVISIONS 1. The members shall adopt an Official Seal of the Association duly approved by the majority votes of all its members, including its Official Letterhead, Logo and Official Business Card for the officers and members at their option. 2. The members shall adopt an Official Guidelines and Rules of Conduct for meetings of the Association and shall adopt English as the Official Language in all its meetings.

13 RATIFICATION and ADOPTION RATIFIED and ADOPTED by the following Founding Members of Montreal Local Expatriates Spouses Association (MTL LESA) who voluntarily affixed their signatures below in Canada-Montreal, this day of, 2013 Name (Capital Letters) Signature