Canadian Federation of University Women (CFUW) Fédération canadienne des femmes diplômées des universités (FCFDU)

Canadian Federation of University Women (CFUW) Fédération canadienne des femmes diplômées des universités (FCFDU) Constitution, Bylaws And Standing Rules As amended to March 2011 Note: Application for acceptance by the Ministry pending. Bylaw XIX Amendments, Items 2.1 Updated March 2011 1

CANADIAN FEDERATION OF UNIVERSITY WOMEN CONSTITUTION, BY-LAWS AND STANDING RULES CONSTITUTION ARTICLE I - NAME The name of this organization shall be CANADIAN FEDERATION OF UNIVERSITY WOMEN. ARTICLE II - PURPOSE 1. To assist in developing a sound concept of educational values and in maintaining high standards of public education in Canada; to encourage advanced study and research by women university graduates. 2. To arouse and sustain among members an intelligent interest in all aspects of public affairs in the political, social, cultural and scientific fields; to encourage an active participation in such affairs by qualified women; and to provide an opportunity for effectual concerted action. 3. To foster a sense of responsibility and encourage women university graduates to place their education and professional training at the service of the community in local, national and international fields; to be concerned with human rights and at the same time to safeguard and improve the economic, legal and professional status of Canadian women. 4. To take action in concert with the International Federation of University Women, of which the Canadian Federation of University Women is a member, to effect change at the international level; to encourage friendship, cooperation and understanding among women university graduates worldwide. Updated March 2011 2

BY-LAWS The By-Laws define the Canadian Federation of University Women in terms of: I II III IV V VI VII VIII IX X XI XII XIII XIV XV XVI XVII XVIII XIX XX XXI XXII Language Membership Dues Fiscal Year CFUW National Office Governing Bodies of CFUW Duties of the Governing Bodies Standing Committees Special Committees Regional Directors Archivist Assistant Treasurer Meetings Voting Bodies Quorum Elections Membership in the International Federation of University Women Appointment of Auditors Amendments Club Name and Use of Name Indemnity - Directors and Others Dissolution BY-LAW I - LANGUAGE The two official languages of this organization shall be English and French. BY-LAW II - MEMBERSHIP 1. The Canadian Federation of University Women (hereinafter called CFUW) shall consist of: 1.1 University Women's Clubs 1 (hereinafter called Clubs), 1.2 University Alumnae Associations, 1.3 Members-at-Large. 2. Individuals Eligibility 2.1 Eligibility for membership in CFUW shall be decided by the Club Membership Chair. In cases where an applicant's eligibility may be in doubt, the decision of the Director of Membership shall be final. 2.2 Specifically a woman is eligible who is a resident of Canada and who has: 2.2.1 earned a degree, diploma or equivalent qualification from an institution of higher education, or 2.2.2 been accepted for a masters or doctoral program at a recognised tertiary institution; or 2.2.3 earned a professional designation or qualification that currently requires a degree, diploma or equivalent qualification. 2.3 Is living outside Canada; and 2.3.1 has received a degree from a recognized university or college; or 2.3.2 is a resident of the USA, living near the Canadian border but not in close proximity to a US club; or 1 CFUW Clubs Updated March 2011 3

2.3.3 was a member of CFUW in good standing having joined under the provisions of By-Law II.2, 1 or 2 and who wishes to maintain her CFUW membership although no longer resident in Canada. She shall forfeit her membership privileges if her membership is allowed to lapse. 2.4 Eligibility for Student Membership: 2.4.1 A woman is eligible for CFUW Student Membership if she is: 2.4.1.1 a full-time university or college student 2.4.1.2 enrolled in a degree, diploma, or equivalent program that could lead to graduate studies; and 2.4.1.3 a resident of Canada 2.4.2 A Student Member is entitled to all the privileges and responsibilities of CFUW. 2.4.3 Student Members pay fifty (50) percent of the CFUW per capita dues. 2.5 A CFUW Dual Member holds membership in more than one (1) CFUW Club. She pays her national per capita dues to only one (1) 2 CFUW Club. 2.5.1 A CFUW Dual Member may cast votes on national matters only in the CFUW Club where she pays her CFUW per capita dues. 3. A Club to be eligible for membership in CFUW must have a membership of ten (10) women university graduates (see By-Law II 2) when granted its charter. Such a Club must undertake to cooperate with the purposes, policies and projects of CFUW as indicated in CFUW's Constitution and By-Laws. 4. Provincial or Regional Councils may be formed in any Province or Region at the discretion of the Clubs in that Province or Region to deal with matters within their own jurisdiction. Such Councils shall act in a way that is consistent with the purposes and policies set out in the CFUW Constitution, By-Laws and Standing Rules and Policy Book. 5. A Club member or a Member-at-Large in good standing shall be permitted to transfer to any CFUW Club without again paying CFUW per capita dues for the current CFUW year to the Club to which she is transferring. 6. An Associate Member is a woman who does not qualify for regular membership as stated in By-Law ll.2.1; ll.2.2; ll.2.3: 6.1 Associate members shall support the purpose of CFUW as stated in Article!! of the CFUW Constitution. 6.2 Associate members are entitled to all the privileges and responsibilities of membership in CFUW. 6.3 Associate Members shall pay full CFUW per capita dues. 6.4 Associate members shall not exceed twenty-five per cent of the total number of members for whom the Club has paid CFUW per capita dues as recorded in the most recent Club Annual Report to National Office, that is regular CFUW members 80 per cent, Associate members 20 per cent. 7. Alumnae Associations of Universities which are members of AUCC, to be eligible for membership in CFUW, must have a minimum of ten (10) eligible members (see By-Law II 2). 8. When it is not feasible to join a Club, any woman who qualifies for regular membership under By-Law II. 2, may, on application to the CFUW Director of Membership, and with payment of the annual per capita dues, 2 She would pay her per capita dues in her home Club Updated March 2011 4

join CFUW as a Member-at-Large without voting privileges or entitlement to hold a National position. 3 9. An Honorary Membership within CFUW may only be conferred only on a woman who is not a CFUW member, but who has made a significant contribution to CFUW, to the local Club or to the development of society in ways consistent with the purposes of CFUW. She need not hold a university degree to be appointed an Honorary Member. She shall not hold office or have voting privileges. There shall be two categories of Honorary Membership. 9.1 National Honorary Member 9.1.1 A recommendation shall be made by the CFUW Board of Directors, and the appointment ratified by the Voting Body, at an AGM. 9.1.2 No dues of any kind are liable for a National Honorary Member. 9.2 Local Honorary Member 9.2.1 A Local Club may name a Local Honorary Member. 9.2.2 A Local Honorary Membership is not transferable to another Club. 9.2.3 No dues of any kind are liable for a Local Honorary Member. 10. A Life Membership in CFUW may be conferred on a member of a Club or Alumnae Association or a Member-at-Large who has given outstanding service to CFUW. A Life Member shall have voting privileges and may hold office. There shall be two categories of Life Member: 10.1 National Life Member 10.1.1 A recommendation shall be made by the CFUW Board of Directors, and the appointment ratified by the Voting Body, at an Annual General Meeting. 10.1.2 A National Life Member shall not be assessed annual CFUW per capita dues through her Club or Alumnae Association or as a Member-at-Large. 10.2 Local Life Member 10.2.1 Criteria for Local Life Member shall be determined by the local Club, taking into consideration the criteria for National Life Membership. 10.2.2 CFUW per capita dues for a Local Life Member shall be paid by the Local Club. 10.2.3 A Local Life Membership is not transferable to another Club. 11. Clubs, Alumnae Associations and Members-at-Large may withdraw their membership in CFUW upon written notification to the Chair, Director of Membership. Clubs and Alumnae Associations shall return their charters to National Office at that time. They shall also be considered to have withdrawn their membership if dues are not received within 90 days of the billing date. Questions of reinstatement shall be decided by the Board of Directors on a case-by-case basis. 3 National positions are held by members who have been elected through the CFUW voting process or appointed by the Board of Directors Updated March 2011 5

BY-LAW III - DUES 1. On behalf of CFUW, each Club shall collect and forward to CFUW annual per capita dues calculated on the basis of CFUW Club members, Local Life Members, Associate Members and Student Members in good standing during the Club s previous fiscal year. 2. Each Alumnae Association shall pay annual CFUW per capita dues for a minimum of ten members. 3. CFUW Members-at-Large shall pay current Member-at-Large annual dues. 4. Annual CFUW per capita dues shall be set at the CFUW Annual General Meeting. Written notice outlining any proposed increase shall be sent to all Clubs and Alumnae Associations at least four months before the Annual General Meeting except when an unexpected increase in IFUW dues makes such notice impossible. 5. Following a change in dues made at a CFUW Annual General Meeting, the dues shall be payable to CFUW at the revised rate in the CFUW fiscal year following the CFUW fiscal year in which they were approved. 6. A woman who belongs to more than one Club shall pay annual CFUW per capita dues only once each year to the Club of her choice. 7. Annual CFUW per capita dues shall be payable by Clubs, Alumnae Associations and Members-at-Large to the Treasurer of CFUW when billed. 8. Any Club or Alumnae Association or Member-at-Large who fails to pay the annual CFUW per capita dues within ninety (90) days of being billed shall cease to hold membership in CFUW. Financial arrangements for reinstatement shall be decided by the Board of Directors. BY-LAW IV - FISCAL YEAR 1. The fiscal year of CFUW shall close on the thirtieth of April of each year. BY-LAW V - CFUW NATIONAL OFFICE 1. The CFUW National Office shall be located in the National Capital Region. 2. There shall be a salaried Executive Director, responsible to the President and Board of Directors for the administration of the CFUW National Office. BY-LAW VI - GOVERNING BODIES OF CFUW 1. The Governing Bodies of CFUW are the Board of Directors and the CFUW Voting Body. 2. The Board of Directors 2.1 The Board of Directors consists of eleven (11) members: the President, the Vice President of Communications/Corporate Secretary, the Vice President of Finance, the Vice President of Membership, the Vice President of Advocacy, the Coordinator for International Relations and five (5) Regional Vice Presidents: one (1) from each of British Columbia, the Prairies, Ontario, Quebec and Atlantic. 2.2 Members of the Board of Directors shall be nominated by the Clubs, elected by the CFUW Voting Body for a two-year period, installed at the next Annual General Meeting, and shall serve without remuneration. Regional Vice-Presidents shall be nominated and elected from their own region. 2.3 The Members of the Board of Directors shall not hold the same position for more than two consecutive Updated March 2011 6

biennial periods. Any member of the Board of Directors may be removed from office for just cause on the affirmative vote of not less than two-thirds (2/3) of the Voting Body of CFUW, such vote to be by ballot. 2.4 The CFUW Voting Body may approve expenses of the Board of Directors incurred on CFUW business. 2.5 The Minutes of the Board of Directors shall be made available to the general membership of CFUW after approval by the Board of Directors through the member s only section of the CFUW website. 3. Nineteen (19) Regional Directors shall further the policies and programs of CFUW as detailed in By-Law X. 4. The CFUW Voting Body 4.1 The CFUW Voting Body, at Annual General Meetings, shall be the members of the Board of Directors, Regional Directors, Past National Presidents and the voting delegates of the member Clubs and Alumnae Associations selected in accordance with By-Law XIV 1.4. At all other times the Voting Body shall be the members of the Board of Directors, Regional Directors, and Past National Presidents who shall have one vote each and the CFUW member Clubs and Alumnae Associations each of which shall have the number of votes to which it is entitled according to By-Law XIV 1.2.1. BY-LAW VII - DUTIES OF THE GOVERNING BODIES 1. Duties of Directors 1.1 The Board of Directors of CFUW shall be responsible for the program development and implementation of all policies adopted by the Voting Body. It shall administer the affairs of CFUW other than those specifically delegated to the National Office Staff. It shall consider matters of delinquent dues, appointments of qualified members to external bodies as CFUW representatives. It shall meet as required by By-Law XIII.1 and act without remuneration. When it is required that the Board of Directors vote without a meeting being held the Directors may vote by mail, fax, or electronic mail. 1.2 The Board of Directors shall be responsible for all matters concerning the employment of the Executive Director. It shall appoint the Trustees of the Canadian Federation of University Women Charitable Trust, the Chair of the Nominations Committee and the Chair and Members of the Constitution, By-Laws and Standing Rules Committee. When necessary it shall appoint a Recording Secretary. 1.3 In the event of exceptional business arising, the Board of Directors shall obtain the approval of the CFUW voting body by a written vote such as mail, fax or electronic mail before committing CFUW to any course of action. A two-thirds affirmative vote of the Voting Body shall be required for such approval. A report of such action taken shall be verified and made part of the minutes of the next meeting of the Board of Directors. 1.4 Procedures for Changes in Board Personnel 1.4.1 If a Regional Vice-President changes her residence to a place outside her area of jurisdiction, her position of Vice President shall automatically become vacant and the Board of Directors shall then appoint a successor to complete her term of office. 1.4.2 In the event of the resignation or death or removal from office of a member of the Board of Directors, or of a Regional Director, or of the Chair of the Fellowships, or of the Chair of the Libraries and Creative Arts Committee, the Board of Directors shall appoint a successor to complete her term of office. 1.4.3 At the Post AGM Board Meeting, following the election of a new Board of Directors, one Vice-President shall be appointed by the Board of Directors to assume the duties of President, automatically, should the President become unable to carry out her duties. Updated March 2011 7

1.5 Responsibilities of Board Members 1.5.1 The President shall provide leadership for CFUW and preside at all meetings of the Board of Directors, and at the Annual General Meetings. She shall be the administrative head of CFUW and shall be an ex-officio member of all committees except the Nominations Committee. She shall be an ex-officio, non-voting member of all Provincial and Regional Council executives. She shall head all CFUW delegations or designate her representative except at IFUW Council meetings, where the Coordinator for International Relations or her designate shall represent CFUW. 1.5.2 Each Regional Vice-President shall assist the President in carrying on the work of CFUW. Regional Vice Presidents shall provide leadership for their Provincial or Regional Councils and cooperate with her Regional Directors and Clubs in their areas to further the policies and programs of CFUW. Each Vice-President shall in her absence designate one of her Regional Directors to attend Board meeting as an observer as per Canada Corporations Act subsection 155(2). 4 1.5.3 The Vice President of Finance shall serve as the Treasurer, as Chair of the Finance Committee and Chair of the CFUW Charitable Trust. The Treasurer shall be responsible for the supervision of the financial affairs of CFUW. She shall see that full and accurate accounts are kept of all receipts and disbursements, and all monies are deposited in the name and to the credit of CFUW. The Treasurer shall be responsible for CFUW's securities and valuable effects, and direct the investment or reinvestment of any funds of CFUW in Trustee Investments. Cheques shall be signed by any one of the following: the Treasurer, the President, a Vice-President, or the Executive Director. The Treasurer shall be responsible for an annual report from the auditors being submitted to the Board of Directors. The Treasurer, before assuming her duties, shall furnish a bond, at the expense of CFUW, the amount of such bond to be approved by the Board of Directors. The Treasurer shall make extraordinary disbursements only when authorized to do so by the Voting Body at an Annual General Meeting or by approval of the CFUW Voting Body by a mail vote. A two-thirds affirmative vote of the Voting Body shall be required for such approval. 1.5.4 The Vice President of Communications/Corporate Secretary shall be custodian of the corporate seal, which shall be kept at National Office. 1.5.5 The Board of Directors shall work to facilitate the interaction of all areas of CFUW activity. 1.5.6 The Vice President of Advocacy shall coordinate the advocacy efforts of CFUW. She shall identify a course of advocacy activity in consultation with the President, the Executive Director and Chairs of Advocacy committees. The Vice President of Advocacy shall oversee and coordinate the activities of Advocacy committees. 2. Duties of the CFUW Voting Body 2.1 At the Annual General Meeting the CFUW Voting Body shall meet to receive reports, to consider and act on resolutions, to hold general discussions of the affairs of CFUW, to appoint auditors and to advise the Board of Directors on the conduct of the business of CFUW. 2.2 Commencing in 1988 and in every even year thereafter, the newly elected Board of Directors shall be installed by the CFUW Voting Body at the Annual General Meeting. The period between installations shall be known as the Biennium. 4 Subsection 155(2) of the Canada Corporations Act does not allow alternate Directors Updated March 2011 8

BY-LAW VIII STANDING COMMITTEES 1. The twelve (12) Standing Committees of CFUW shall be: Education, Fellowships, Finance, Governance, International Relations, Libraries and Creative Arts, Membership, Public Affairs, Regional Directors Development/Training, Resolutions, Strategic Planning, and Status of Women and Human Rights. 1.1 The Chairs of the Education, Libraries and Creative Arts, Public Affairs, Resolutions, Status of Women and Human Rights and Committees shall report to the Board of Directors through the Vice President of Advocacy. 1.2 The Chairs of Fellowships and Finance shall report to the Board of Directors through the Vice President of Finance. The Chair of the Membership Committee shall report to the Board of Directors through the Vice President of Membership. 1.3 The Chair of the International Relations Committee shall report to the Board of Directors through the Coordinator for International Relations. 1.4 The Chairs of the Education, Fellowships, Finance, International Relations, Libraries and Creative Arts, Membership, Public Affairs, Resolutions, and Status of Women and Human Rights Committees are nominated by the Clubs, elected by the CFUW Voting Body for a two-year period, take office at the time of the next Annual General Meeting, and serve without remuneration. They may not hold the same position for more that two (2) consecutive biennial periods. They may be removed from office for just cause on the affirmative vote of not less than two-thirds (2./3) of the Voting Body of CFUW, and such vote to be by ballot. 1.5 The Strategic Planning Committee and the Governance Committee are composed of members of the Board of Directors. 1.6 The Regional Directors Development/Training Committee shall be composed of Regional Vice Presidents. 2. The Chairs of the Standing Committees shall further the policies and programs of CFUW in the areas assigned to Committees. The specific duties of the Committees as determined by the Board of Directors are set forth in the Standing Rules (see By-Law XIX). Members of a Standing Committee are chosen by its Chair, in consultation with the Board of Directors, except in the case of the four (4) members of the Finance Committee, and the eight (8) members of the Fellowships Committee, who shall be appointed by the Board of Directors. 2.1 Committee members shall serve for a two-year period without remuneration. Committee members may be replaced for just cause at the discretion of the Chair, except in the case of the Finance Committee and the Fellowships Committee, whose members may be replaced for just cause at the discretion of the Board of Directors. 3. Chairs of all Standing Committees shall report annually in writing directly to the Voting Body. 4. Subcommittees 4.1 Subcommittees may be established by the Board of Directors for specific concerns. 4.2 Terms of reference for each Subcommittee shall be determined by the Board of Directors (see SR D.2). 4.3 Subcommittee Chairs shall be appointed by the Board of Directors, and they shall not hold the same position for more than two (2) consecutive biennial periods. 4.4 Subcommittee Chairs shall report to the Board of Directors through a designated Standing Committee Chair. Updated March 2011 9

4.5 The Standing Committee Chair to whom the Subcommittee reports shall approve the Subcommittee Chair's proposed members. 4.6 All Subcommittee members shall serve without remuneration and may be replaced for just cause at the discretion of the Board of Directors. BY-LAW IX - SPECIAL COMMITTEES 1. Nominations Committee 1.1 The Nominations Committee consists of a Chair and seven (7) other members. 1.1.1 The President appoints the Chair of the Nominations Committee. 1.1.2 The Board of Directors ratifies the appointment at the Board meeting immediately following the President s installation: 1.1.3 The Chair selects and recommends the members of the Nominations Committee with the advice and assistance of the Board of Directors. 1.1.4 She ensures national representation. 1.1.5 The Chair and all members of the Committee shall serve without remuneration from the time of their appointment to the end of the Biennium. The Chair or any Committee member may be replaced for just cause at the discretion of the Board of Directors. 1.2 The Nominations Committee receives nominations for all nationally elected positions; help to find candidates for all positions, and nominates members for unfilled positions. At the appropriate time it shall notify the voting body of the names of all candidates wishing to stand for election together with the office for which each shall have been nominated (see By-Law XVI). Further duties of this Committee are set forth in the Standing Rules. 2. Constitution, By-Laws and Standing Rules Committee 2.1 There shall be a Constitution, By-Laws and Standing Rules Committee consisting of a Chair and at least three other members. They shall be appointed by the newly installed Board of Directors and shall serve until the end of the Biennium. The Chair and all members of the Committee shall serve without remuneration from the time of their appointment to the end of the Biennium. The Chair or any Committee member may be replaced for just cause at the discretion of the Board of Directors. 2.1.1 The Chair of the Constitution, By-Laws and Standing Rules Committee shall report to the Board of Directors through the President. 2.2 The Constitution, By-Laws and Standing Rules Committee shall be responsible for receiving and drafting amendments as outlined in By-Law XIX and for preparation of the amended Constitution, By-Laws and Standing Rules as passed by the CFUW Voting Body. Further duties of the committee are set forth in the Standing Rules. 3. Within each Biennium, the Board of Directors may establish special committees for specific tasks, their terms of reference and period of office to be determined by the Board of Directors, but the term of office to be only until the end of the Biennium. The Chairs of such Committees are to be appointed by the President and the Committee members are to be chosen by their Chair. The Chair and all Committee members shall serve without remuneration, and they may be replaced for just cause at the discretion of the Board of Directors. Updated March 2011 10

BY-LAW X - REGIONAL DIRECTORS 1. The nineteen (19) Regional Directors shall be: one (1) from each of the provinces of Alberta, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia, and Newfoundland and Labrador; two (2) from the province of Quebec; four (4) from the province of British Columbia; and six (6) from the province of Ontario. Clubs in Yukon, Northwest Territories and Nunavut may be assigned to the appropriate Regional Director by the Board of Directors. 1.1 Regional Directors shall be nominated and elected by the CFUW Voting Body in their region for a two-year period, take office at the time of the next Annual General Meeting, and serve without remuneration. If a Regional Director changes her residence to a place outside of her area of jurisdiction, her position as Regional Director shall automatically become vacant, and the Board of Directors shall then appoint a successor to complete her term of office. Regional Directors shall not hold the same position for more than two consecutive biennial periods. They may be removed from office for just cause on the affirmative vote of not less than two-thirds of the CFUW Voting Body in their region, such vote to be by ballot. 2. Regional Directors shall serve in their respective areas to further the policies and programs of CFUW, consulting with the Presidents of the Clubs therein. They shall deal with matters of which jurisdiction is regional. They shall have access to the Board of Directors through their area Vice-Presidents. The specific duties of the Regional Directors as determined by the Board of Directors are set forth in the Standing Rules (see By-Law XIX). BY-LAW XI - ARCHIVIST 1. There shall be an Archivist responsible for maintaining CFUW documents and material of a historical nature. On the recommendation of the President, she shall be appointed by the Board of Directors. She shall serve without remuneration and may be replaced for just cause at the discretion of the Board of Directors. She shall have access to the Board of Directors through the President, and shall report annually in writing to the Voting Body. BY-LAW XII - ASSISTANT TREASURER 1. There may be an Assistant Treasurer appointed by the President in consultation with the Board of Directors. During her term of office she shall assist the Treasurer in the performance of her duties. Such Assistant Treasurer, if appointed, shall furnish a bond, at the expense of CFUW, before assuming her duties. BY-LAW XIII - MEETINGS 1. Meetings of the Board of Directors shall be held immediately before and after each Annual General Meeting, with one mid-year meeting and, in addition if necessary, with the consent of the Board of Directors, with teleconferences. Special meetings of the Board of Directors may be held at the call of the President. Notice of date and place of such meetings shall be sent to members of the Board of Directors at least fourteen (14) days prior to such regular or special meetings of the Board. 2. Four (4) Regional Directors teleconferences will be held each year. The teleconferences will be facilitated by a Regional Director who is selected by the Regional Directors. 3. An Annual General Meeting shall be held at such time and place as the Board of Directors may determine. Notice of each meeting, a provisional agenda and a reminder of the right to use a proxy shall be sent to the CFUW Voting Body (as defined in By-Law VI. 2) at least three months before the date fixed for the meeting. 4. The member Clubs and the Alumnae Associations have the right to requisition a special meeting of voting members. Notice of special meetings shall contain enough information to allow members to make a Updated March 2011 11

reasoned decision. A minimum of ten (10) per cent of the member Clubs and Alumnae Associations representing at least three (3) provinces is required to requisition such a meeting. BY- LAW XIV - VOTING BODIES 1. The Voting Body of CFUW at Annual General Meetings shall be the members of the Board of Directors, Regional Directors, Past National Presidents and the Voting Delegates of the member Clubs and Alumnae Associations. 1.1. Voting Delegates: A Club or Alumnae Association President shall be the Voting Delegate for her Club or Alumnae Association unless an alternate is appointed in accordance with the Club or Alumnae Association Constitution and By-Laws. 1.2. Votes 1.2.1 Each Club and Alumnae Association shall be allocated votes on the basis of the number of members paying the CFUW per capita dues to each Club and Alumnae Association as reported for the previous year, in the following proportion: one (1) vote for every twenty-five (25) members, or major fraction thereof, for the first two hundred (200) members, and subsequently one (1) vote for every additional fifty (50) members or major fraction thereof. Clubs and Alumnae Associations having fewer than twenty-five (25) members shall nevertheless be entitled to one vote; new Clubs and Alumnae Associations during their first fiscal year of existence shall be entitled to one (1) vote. 1.2.2 Clubs and Alumnae Associations entitled to more than one vote shall tender those votes as a block. 1.2.3 Each member of the Board of Directors, each Regional Director, and each Past National President will be allocated one vote. 1.3. Credentials: Voting Delegates to Annual General Meetings shall be provided with Credentials by their Clubs. 1.4. If a Club or Alumnae Association is unable to send a Voting Delegate, its members shall, nevertheless, be entitled to exercise its full voting power through a proxy. 1.4.1. Only CFUW Clubs and Alumnae Associations may vote by proxy. 1.4.2. A Regional Director, a Provincial or Regional Vice-President, or the Voting Delegate of a neighbouring Club, may carry, in addition to her own vote, the votes of any Club in her area, using the appropriate Proxy Vote Card available through National Office. 1.4.3. No person shall cast a proxy vote on any subject without prior instruction. 2. CFUW Clubs and Alumnae Associations, members of the Board of Directors, CFUW Past Presidents and Regional Directors attending Annual General Meetings shall have voting privileges. 2.1.1 No error or omission in giving notice of any Annual General Meeting of the members of CFUW shall invalidate such meeting or make void any proceedings taken thereat. For the purpose of sending notice to any member Club/Alumnae Association, CFUW Director, Regional Director, Past President or Member-at- Large for any meeting or otherwise, the address of the member Club/Alumnae Association, or CFUW Director, Past President or Member-at-Large shall be the last address recorded on the books of the CFUW. BY-LAW XV - QUORUM Updated March 2011 12

1. For Board of Directors' meetings, a majority of the members shall constitute a quorum. 2. For Annual General Meetings, twenty per cent of the voting body as established in By-Law XIV 1.1 and XIV 2 shall constitute a quorum. BY-LAW XVI - ELECTIONS 1. An election shall be held when there is more than one candidate for a position on the Board of Directors, for a Regional Director, or for the Chairs of the Fellowships, and the Libraries and Creative Arts Committees, the Voting Body to consist of the CFUW Voting Body as established in By-Law VI 2, except in the cases of the Vice-Presidents and Regional Directors, when the Voting Body shall be from the candidates' own region only. A plurality vote shall elect. 2. Elections shall be conducted by a mail ballot, ballots to be forwarded to Clubs, Regional Directors and members of the Board of Directors at least four (4) months prior to the Annual General Meeting at which the Board of Directors is to be installed as established in By-Law VI 1.2. 3. Elections for the office of President shall be conducted by a mail ballot, ballots to be forwarded to the Clubs, Regional Directors, and members of the Board of Directors at least four (4) months prior to the Annual General Meeting at which the Board of Directors is to be installed as established in By-Law VI 1.2. The candidate elected shall become the President-elect. Persons nominated for the office of President shall have served previously on the Board of Directors. 4. A neutral body qualified to process the elections shall be appointed by the Board of Directors to act as Returning Officer. 5. Voting procedures shall be set forth in the Standing Rules (see By-Law XIX 3). 6. Special situations 6.1 The Executive Director shall not be entitled to vote on any matter before the CFUW Governing Bodies. 6.2 National Board members, Regional Directors and Past National Presidents have the right to one (1) vote only regardless of how many positions with voting entitlement they hold. 6.3 Members who belong to more than one (1) Club 5 are entitled to vote only once on a national issue. They shall vote at the Club to which they pay their CFUW dues. BY-LAW XVII - MEMBERSHIP IN THE INTERNATIONAL FEDERATION OF UNIVERSITY WOMEN 1. CFUW shall be a member of the International Federation of University Women and shall pay annual dues to IFUW. 2. The voting delegates and their alternates whom CFUW is entitled to send to the Conference meetings of IFUW shall be selected by the Board of Directors in consultation with the Committee on International Relations. 3. In her capacity as Coordinator for International Relations (CIR), the Director for International Relations shall represent CFUW on the Council of IFUW, and at the annual meeting of the United Nations Committee on the Status of Women. If she is unable to attend either meeting, she shall recommend a replacement to be appointed by the CFUW Board of Directors. 5 Dual members Updated March 2011 13

BY-LAW XVIII - APPOINTMENT OF AUDITORS 1. The CFUW Voting Body shall at each annual meeting appoint an auditor to audit the accounts of CFUW to hold office until the next annual meeting provided that the Board of Directors may fill any casual vacancy in the office of auditor. An audited financial statement shall be prepared for presentation to the CFUW Voting Body at the Annual General Meeting. BY-LAW XIX - AMENDMENTS 1. Amendments to this Constitution and these By-Laws may be proposed by Clubs and/or Alumnae Associations, Provincial or Regional Councils, the Board of Directors of CFUW. CFUW Standing and Special Committees may submit amendments through the Board of Directors. 1.1 Proposed amendments, accompanied by a rationale for such amendments, shall be sent to the Chair of the Constitution, By-Laws and Standing Rules Committee. After examination to ensure conformity with existing By-Laws, they shall be sent to the CFUW Voting Body least five months before an Annual General Meeting. 1.2 This Constitution and these By-Laws may be amended by a two-thirds vote of the votes cast at an Annual General Meeting. Such amendments as require Ministerial approval shall not come into effect until receipt of Ministerial approval. 1.3 In case of an emergency these By-Laws may be amended by a two-thirds affirmative vote by post or facsimile, unless the appropriate federal authority requires a meeting. Where a signature is required, electronic mail will not be accepted. Such procedure shall have been approved by a two-thirds vote of the Board of Directors. Details shall be forwarded to the CFUW Voting Body along with rationale, ballot and the date for receipt of votes at CFUW National Office. 1.4 Further rules and procedures for dealing with amendments shall be set forth in the Standing Rules (see S.R. F.2). 2. This Constitution and these By-Laws as a whole may be revised at an Annual General Meeting only after authorization at a previous Annual General Meeting, the procedure to be followed to be decided by the Annual General Meeting at the time of authorization. 2.1 Amendments to the Standing Rules may be proposed by Clubs and or Alumnae Associations, Provincial or Regional Councils, the Board of Directors and Standing and Special Committees. Such amendments shall be sent to the Chair of the Constitution and By-Laws Committee at least seven months before the Annual General Meeting and shall be forwarded to the CFUW Voting Body at least five months before the Annual General Meeting. 3. In the event that the Board of Directors shall deem it necessary, they may amend the Standing Rules between Annual General Meetings provided that such amendments shall have force and effect only until they have been submitted for confirmation at the next Annual General Meeting following their adoption or implementation; and, in default of confirmation at such meetings, shall at and from that time cease to have force and effect. BY-LAW XX - CLUB NAME AND USE OF CLUB AND CFUW NAME AND LOGO 1. New Clubs shall be designated "Canadian Federation of University Women (geographic location)". Existing Clubs shall be encouraged to change their name to "Canadian Federation of University Women (geographic location)" as and when the Club deems it appropriate. Such names shall be approved by the Director of Membership and ratified by the Board of Directors before taking effect. 2. Use of the Club and the CFUW Name and Logo shall be as set out in the Standing Rules Updated March 2011 14

BY-LAW XXI - INDEMNITY - DIRECTORS AND OTHERS 1. Every Director or Officer of the corporation or other person who has undertaken or who is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the corporation from and against: 1.1 All costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against her, or in respect of any act, deed, matter or thing whatsoever, done or permitted by her, in or about the execution of the duties of her office or in respect of any such liability. 1.2 All other costs, charges, and expenses which she sustains or incurs in or about or in relation to the affairs thereof except such costs charges or expenses as are occasioned by her own wilful neglect or default. BY-LAW XXII Parliamentary Authority 1. The rules contained in the current edition of Roberts Rules of Order Newly Revised current edition shall govern CFUW in all cases to which they are applicable, and in which they are not inconsistent with the By- Laws or Standing Rules. BY-LAW XXIII - DISSOLUTION 1. In the event of the dissolution of CFUW, all its assets remaining after payment of its liabilities shall be distributed to any scholarship or bursary endowment fund held by any one or more of those Canadian universities or colleges which are members in good standing of AUCC. 2. The Board of Directors shall alone, and in its entire discretion, make such distribution. Updated March 2011 15

STANDING RULES 6 The Standing Rules are related to the administration of the Canadian Federation of University Women. It is their purpose to: A. Supplement the provisions of any of the By-Laws whenever such Standing Rules may be deemed advisable to give effect to the clear intent of the By-Law; B. Establish the duties of the Governing Bodies and the general duties of the members thereof; C. Establish the duties of the members of the CFUW staff; D. Establish the duties of Standing Committees; E. Establish the duties of the Special Committee on Nominations and the additional procedures regarding nominations and elections; F. Establish the duties of the Special Committee on the Constitution, By-Laws, and Rules and the additional procedures regarding amendments; and G. Govern matters of procedure and policy. 6 Standing Rules are implemented immediately upon ratification at the CFUW AGM. Updated March 2011 16

A. SUPPLEMENTARY PROVISIONS Rule A.1 Membership (By-Law II) Additional Provisions for Membership in a Club (By-Law II) 1.1 Eligibility for membership 1.1.1 A woman shall be eligible who has received a degree from a university or college which thereafter loses its membership in AUCC, providing that the qualifying degree was received at or before the fall of convocation immediately following the academic year during which the membership was lost. 1.1.2 A woman shall be eligible who has received a degree from a Canadian university or college prior to the date on which that university or college became a member of AUCC, provided that the CFUW Director of Membership shall be satisfied that the degree is acceptable to a Canadian university or college which is a member of AUCC as the equivalent of a bachelor's degree granted by that university or college. 1.2 Admission of New Club The Board of Directors of CFUW shall give formal recognition and issue a charter to a new Club seeking membership in CFUW when the CFUW Director of Membership is satisfied that the conditions of the By-Law II 2 have been met, upon the receipt and acceptance of its constitution and by-laws and a list of paid-up charter members, including names, degrees, universities, and year obtained. 1.3 Withdrawal of Clubs or Alumnae Associations The CFUW charter of a Club or Alumnae Association which withdraws from CFUW shall be returned to CFUW National Office for safekeeping. The Director of Membership shall request the return of the charter. 1.4 Transfer of membership privileges from other National Federations and Associations 1.4.1 Life Memberships of other national federations or associations shall not be considered transferable to CFUW. Such Life Members may proceed to become regular members of a Club upon meeting the requirements of By-Law II 2. 1.4.2 In accordance with the IFUW Constitution and By-Laws, members of other national federations or associations of university women holding membership in IFUW who are visiting Canada (a) may attend CFUW meetings but may not vote, and (b) shall be entitled for one year to attend meetings and enjoy all privileges of membership, except the privilege of voting in matters affecting CFUW, in any Club in CFUW. Such "visiting members" shall, if deemed necessary by a Club, be charged a Club fee but no CFUW per capita dues. Rule A.2 Dues (By-Law III) - Additional General Rules Regarding Dues 2.1 A new Club or Alumnae Association shall pay CFUW per capita dues at the end of the fiscal year in which they receive charter. CFUW will return to the new Club per capita dues for the first ten members to assist with development costs already incurred. 2.2 A new Member-at-Large shall pay annual CFUW Member-at-Large dues when her application for membership is approved. 2.3 It shall be the responsibility of member Clubs of CFUW to pay CFUW dues based on the membership at the end of each fiscal year of the Club. Persons joining CFUW at any time during the year shall be Updated March 2011 17

expected to pay full CFUW dues for that year. 2.4 Motions affecting dues shall be considered to have been passed in August of the calendar year in which the AGM takes place. Rule A.3 Canadian Federation of University Women Charitable Trust (By-Law VII 1.2) 3.1 The Board of Directors shall, when necessary, appoint Trustees of the CFUW Charitable Trust, in accordance with the provisions of the Trust Agreement dated July 27, 1976, and with the provisions below. 3.2 There shall be at least three and not more than six Trustees. 3.3 The Treasurer of CFUW shall be the Chair of the Charitable Trust. 3.4 At least one Trustee shall have been a Trustee during the previous Biennium. 3.5 The Board of Directors shall designate one Trustee as Treasurer of the Charitable Trust. B. DUTIES OF THE GOVERNING BODIES (By-Law VII) Rule B.1 Board of Directors 1.1 Initiate AGMs (location, agenda, program, etc.) in consultation with the host Clubs. 1.2 Appoint legal advisors or other professionals. 1.3 Recommend the appointment of qualified members to external bodies as CFUW representatives. 1.4 Review disputed membership applications in consultation with Director of Membership and make decisions concerning eligibility. 1.5 Consider matters of delinquent dues. 1.6 Consider action plans, annual reports, and interim reports from the Standing Committees and other Board members at each meeting. 1.7 Provide support for the President in such areas as future directions and strategies. 1.8 Assist in developing and implementing the policies and programs of CFUW. 1.9 Approve the action plans of CFUW. 1.10 Supervise and review the financial policies and affairs of CFUW in conjunction with Finance Committee and submit an audited financial statement to the AGM. 1.11 Recommend the appointment of an Auditor to the AGM. 1.12 Administer the affairs of CFUW other than those specifically delegated to National Office. 1.13 Appoint someone to replace a member of the Board of Directors who is no longer able to carry out her duties. 1.14 Consider and recommend policy direction and initiatives to AGMs, general membership and/or Provincial or Regional Councils. Updated March 2011 18

1.15 Appoint Trustees to the CFUW Charitable Trust. 1.16 Ratify the appointment of the Chair of the Credentials Committee at the Board Meeting immediately following the AGM and prior to one at which she is to assume her duties. If possible, she shall come from the area in which the AGM is held. 1.17 Approve and recommend the financial terms of the Fellowships Program in consultation with the Fellowships and Finance Committees and Charitable Trust Trustees. 1.18 Delegate additional duties to appropriate members of the Board as and when the need arises. 1.19 Hire/replace the Executive Director. 1.20 Appoint a Recording Secretary to function at AGMs and the Board of Directors meetings held in conjunction with the AGM and at mid-year Board meetings. 1.21 Appoint Chairs of all Subcommittees, Special and Ad Hoc Committees. 1.22 Govern with a united voice. Rule B.2 The Individual Members of the Board of Directors 2.1 Attend all meetings of the Board of Directors and AGMs. 2.2 Represent the President at meetings, functions and hearings when requested. 2.3 Attend meetings/conferences on behalf of CFUW when requested and report on same to the Board of Directors. 2.4 Administer her budget allocations and forward expense claims to National Office at least quarterly. A Regional Director shall forward her budget through her Vice President. 2.5 Keep a personal record of expenses. 2.6 Submit proposals for the spending of money to the Finance Committee with proposed budget and supporting details at least one (1) month before the Finance Committee meeting. 2.7 Assure that their external correspondence and the President or her designate approves briefs relating to CFUW policy matters. 2.8 Send copies of all important CFUW correspondence, notices, minutes, briefs and newsletters to National Office. 2.9 Submit interim reports and action plans as requested as well as a written annual report. 2.10 Encourage capable members to assume leadership positions in CFUW. 2.11 Encourage qualified CFUW women to serve on boards, commissions, etc. 2.12 Prepare articles for CFUW publications when appropriate. 2.13 Develop and maintain a procedures manual, logbook and reference file for her successor. This shall include keeping the CFUW Policy Book up-to-date and passing it on to her successor. 2.14 Network and participate with other groups and organizations on matters of mutual concern as per CFUW Updated March 2011 19

Policy. 2.15 Whenever practical be prepared to give or assist with workshops and presentations on request. 2.16 Advise the Board of possible sources of funding programs. 2.17 Be prepared to undertake any additional duties and responsibilities, if requested. Rule B.3 The President 3.1 Be the Chief Executive Officer of CFUW. 3.2 Preside at, or designate an alternate for, all meetings of the Board of Directors and AGMs. 3.3 Be an ex-officio member of all Standing, Special or Ad Hoc Committees, except the Nominations Committee. 3.4 Be an ex-officio member of all Provincial/Regional Council Executives. 3.5 Be the official spokesperson and/or representative for CFUW except at IFUW Council meetings where the CIR shall be the representative of CFUW. 3.6 Manage the affairs of CFUW in a manner that ensures that the aims and policies of CFUW are carried into effect. Rule B.4 The Vice Presidents 4.1 Assist the President in all facets of the organization of CFUW. 4.2 Represent the President at meetings of CFUW and with other organizations upon her request. 4.3 Review and/or present resolutions and/or briefs prepared for presentation to Provincial Governments and other government bodies within her area of responsibility. 4.4 Assist the President in implementing policies. Rule B.5 The Regional Directors 5.1 Promote the welfare and strength of existing Clubs, the organization and the development of new Clubs, and the participation of members of Clubs and Alumnae Associations in Provincial and Regional meetings. 5.2 Plan Provincial or Regional meetings in co-operation with the Vice-President(s) of the region and, if applicable, the other Regional Directors. 5.3 Present resolutions passed at Annual General Meetings and Provincial/Regional meetings to the appropriate bodies. 5.4 Forward budget requests and all approved expenses for payment through her Vice President. C. DUTIES OF MEMBERS OF CFUW STAFF (BY-LAW V) Rule C.1 The Executive Director shall 1.1 Report to the President and Board of Directors on all matters pertaining to the administration of the National Office, including recommendations of staff appointments and dismissals. Updated March 2011 20