The name of the organization shall be the Seniors College of Prince Edward Island
In this, the Constitution and General By-laws, and all other by-laws and resolutions of the College, the type or font case of letters or text is immaterial and does not affect the meaning of any text;
The mission of the College is to provide educational opportunities in an atmosphere
where seniors from all walks of life and from diverse cultural and economic
backgrounds may enjoy life-long learning, and where the economic, environmental,
social and cultural well-being of individuals, their communities and the planet may
be enhanced through continued learning.
The principal office of the College shall be in Prince Edward Island at such specific
address or place as the Directors may from time to time select. The College may
have other offices, including a registered office, at the same place or at various other
locations either in or outside Prince Edward Island as the Directors may from time
to time select.
Section 5.1 - Regular Membership
Supplemental to clause 6.8(g)(i), regular membership in the College shall be open to all seniors who apply for membership and pay the annual membership fee, if applicable, as prescribed by the Directors.
Section 5.2 - Honorary Life Membership
Supplemental to clause 6.8(g)(i), the Directors may award Honorary Life Membership in the College to any senior who, in their opinion, has made, in any capacity whatsoever, an outstanding contribution to the College. Life members shall enjoy, without payment of any fees, all the rights, privileges and opportunities of regular members.
Section 6.1 - General Powers
The affairs of the College shall be managed by a Board of Directors consisting of both elected and ex-officio directors. All powers, functions and operations of the College shall be exercised by or under the authority of the Directors.
Section 6.2 - Number, Tenure and Qualification of Elected Directors
The number of elected directors shall be not less than nine (9) or more than thirteen (13). Except as otherwise provided herein, each director, including the chairperson of a meeting of the Board, shall have one vote on any matter that comes before the Board. Directors shall serve staggered two-year terms, with no more than seven directors being elected from among the members at the Annual General Meeting. Each director shall hold office for the specified term of two years or until removed in accordance with section 6.5. However, if a director's term expires, the director may continue to serve until the members elect a successor or until there is a decrease in the authorized complement of directors. A director shall be eligible to serve a maximum of three consecutive terms. A majority of directors shall be residents of Prince Edward Island.
Section 6.3 - Ex-officio Directors
In addition to the elected directors,
(a) the most immediate Past-President available to serve as director,
(b) the Director of Life-long Learning at the University, or another person designated by or on behalf of the President of the University, and
(c) a Faculty Advisor, being, a member of the faculty of the University chosen by the Directors annually after the Annual General Meeting, and
(d) persons employed as coordinators and who are eligible to be members of the College,
shall be ex-officio directors with all the same rights, powers, duties and privileges as the elected directors, except that a coordinator shall not have voting rights with respect to any matter that comes before the Board.
Section 6.4 - Election of Directors
In each year at the Annual General Meeting, the Governance Committee (Article VIII) shall present a slate of candidates corresponding to the number of directors to be elected at the meeting. The candidates shall be members in good standing of the College who have expressed to the Governance Committee, their willingness to serve as directors of the College. The report of a majority of the Governance Committee, when presented to the Annual General Meeting shall constitute a nomination of the slate of candidates named therein without further motion or resolution. After the Governance Committee has presented its slate of candidates, any member may nominate any additional qualified member of the College who signifies at the meeting or, if not present, has signified in writing his/her willingness to serve as director. After nominations from the floor have ceased, if there are more candidates than the maximum number of directors to be elected, election shall be by ballot.
Section 6.5 - Removal / Deemed Resignation of Directors
The Directors may remove any director by a majority vote at a duly constituted meeting of the Directors, called for the purpose of removal of the director, and all directors having received at least two days notice of the meeting and its purpose.
Section 6.6 - Board Vacancies
If a vacancy among the elected directors occurs, the Directors may appoint another member of the College to fill the vacancy for the balance of the vacated term, even though a general meeting of the members may occur in the meantime.
If the directors remaining in office constitute fewer than a quorum of the Board, they shall fill the vacancies by a majority vote of all the directors remaining in office
Section 6.7 - Remuneration / Reimbursement of Expenses
Directors shall not receive a salary or other payment for serving as directors, but their membership and other fees may be waived as long as they serve as directors and they may be reimbursed, in such manner as the Board may decide, for expenses incurred on behalf of the College.
Section 6.8 - Directors - Powers and Duties
The Directors shall promote, direct, supervise and generally manage the operation and affairs of the College in accordance with the Constitution and General Bylaws, and without limiting the generality of the foregoing,
(a) may determine applicable rules of procedure for Board and committee meetings, but the quorum for a meeting of the Board shall be a majority of the voting directors including two members of the Executive;
(b) may, at the call of the chairperson or on adopted motion, meet in camera;
(c) shall maintain a written record of its proceedings;
(d) shall meet not less than six times each calendar year and not less than once in
any period of two months;
(e) may employ such staff as they deem necessary, from time to time, on such terms as they deem appropriate, provided that the College has, on hand or within reasonable expectation of receipt, sufficient funds to meet such obligations and, provided that the employment contract for a coordinator shall be for a period of one year and may be renewed annually at the discretion of the Board;
(f) shall designate at least three members of the Executive, including the Treasurer, as signing officers, any two of whom including either the President or the Treasurer, must sign all cheques and other financial instruments for the payment of funds, drawn on or relating to the account(s) or the business of the College;
(g) may enact by-laws and adopt resolutions and motions to better carry out the operation and affairs of the College and, without limiting the generality of the foregoing;
(i) to establish membership categories and set or waive the fees applicable to each category;
(ii) to terminate the membership of any member or category of members;
(iii) to establish course fees and to specify conditions for refunds, if any;
(iv) to establish minimum conditions and criteria applicable to courses and other activities sponsored or organized by the College;
(v) to establish conditions and limits applicable to the authorization of expenditures and reimbursements.
(vi) to enter into contractual or other arrangements with the University or any other person or institution.
Section 7.1 - Number of Officers
The officers of the College shall be the President, the Vice-President, the Secretary, the Treasurer, all of whom shall be appointed by the Board, and a Past-President who is a director. The Board may appoint other officers, as it deems necessary or desirable. The officers shall comprise the Executive of the College.
Section 7.2 - Removal of Officers
The Board may remove any officer at any time and fill any vacancy among the officers.
Section 7.3 - President
The President shall be the principal executive officer of and spokesperson for the College and shall in general oversee the affairs of the College. When present, the President shall preside at all meetings of the members, of the Directors and the Executive. The President has power to sign, with the Secretary or any other proper officer of the College that the Board has authorized, all deeds, mortgages, bonds, contracts, or other Board-authorized instruments. The President shall be an ex-officio member of all standing and other committees of the Board. It is the responsibility of the President to report on the activities of the College at the Annual General Meeting. The President may delegate some of his/her duties to other officers and directors.
Section 7.4 - Vice-President
The Vice-President shall perform the President's duties if the President is absent, dies, is unable or refuses to act. When the Vice-President acts in the absence of the President, the Vice-President shall have all presidential powers and be subject to all the restrictions upon the President. The Vice-President shall perform any other duties and exercise any other powers that the President or Board may properly assign to the Vice-President.
Section 7.5 - Secretary
The Secretary shall be the official custodian of the College's records of proceedings, correspondence, contracts and other documents that are not relegated to the custody of another. When requested, or directed by the President, the Secretary shall authenticate any records of the College that are in his/her custody and provide certified copies as the President may direct. The Secretary shall, under the direction of the Executive or the Directors: issue or cause to be issued all notices and calls of meetings of the members and of the Directors and attend all such meetings, or give timely notice to the President of his/her inability to attend any meeting; record the minutes of such meetings; keep or cause to be kept a registry of the names and addresses of all persons who are or have been directors and/or officers, with the several dates at which each became or ceased to be a director and an officer; and in general perform all duties incident to the office of Secretary and any other duties that the President or the Board may assign to the Secretary. If the Vice-President is unable or refuses to act in the absence of the President, then the Secretary shall perform the presidential duties.
Section 7.6 - Treasurer
The Treasurer shall: with assistance of the Executive, prepare a budget at least annually or as required by the Board and present it for approval to the Board and to the Annual General Meeting; keep or supervise the keeping of all records of all financial transactions of the College; report on the financial transactions and on the financial status of the College at meetings of the Executive, the Board and the members; be one of the officers who is authorized to sign cheques and other payment instruments; oversee the deposit of all funds of the College in such bank or
other depository as the Board may authorize; and perform such other functions and duties, incident to the office of Treasurer, as may from time to time be required by the President or the Board.
Section 7.7 - Past-President
The Past-President shall provide continuity between the current and the previous administration and to offer advice and assistance to the President and the directors in the management of the College. The Past-President shall be called upon to chair the Governance Committee.
Section 8.1 - Standing Committees
The Board shall establish the following standing-committees: Finance, chaired by the Treasurer; Publicity and Membership; Curriculum; and Governance, chaired by the past-President if available and willing, otherwise by another officer or director.
Except as otherwise provided herein, the Board shall appoint the chairpersons and members of standing committees. A chairperson who is not a member of the Board may, on the invitation of the President, attend Board meetings as a non-voting observer.
Any committee member acceptable to the other members of a committee may take the chair during the temporary absence of the chairperson, but for any absence longer than two months, another member must be appointed as chairperson.
The committees shall perform such duties as the name of each committee implies as well as other specific duties set out herein or in terms of reference from time to time set out by the directors or the members.
Section 8.2 - Ad Hoc Committees
The Board may establish other committees, as it deems necessary or desirable for the operation of the College and appoint the chairpersons and members of such committees. At least one (1) director shall be a regular member of each committee, but the committee chairperson need not be a director.
Any committee member acceptable to the other members of a committee may take the chair during the temporary absence of the chairperson, but for any absence longer than two months, another member must be appointed as chairperson.
Section 8.3 - Ad Hoc Committees - Functions and Duties
Consistent with the intent reflected in its name and the provisions of the Constitution and General By-laws, the functions, powers and duties of each committee shall, from time to time be determined by the Board on the recommendation of the Executive as "terms of reference" which shall be adopted by resolution and appended to the minutes of the meeting at which they were approved, and a copy thereof, together with a copy of the Constitution and General By-laws, shall be delivered to the chairperson of the committee.
The terms of reference shall include the time frame for the committee to complete its work and the manner of filing its report.
Each committee may exercise only the specific Board authority that the Board confers on it in the resolution creating the committee; specifically, a committee may not incur any expenditure or purport to commit the College to any future expenditure, responsibility, liability or course of action, without the express approval of the Board, given in advance.
Section 9.1- Annual General Meeting
The Annual General Meeting shall be held after the end of the fiscal year and before the end of the calendar year, the exact date, time and place to be fixed by the Directors. At least fourteen (14) days notice shall be given to the members before the meeting in such manner as the Directors deem appropriate. The agenda for the Annual General Meeting shall include the President's report, the Treasurer's report including financial statements, and the election of directors.
Section 9.2 - Special General Meeting
A special general meeting of members may be held on fourteen (14) days notice to the membership upon the call of the President, the Directors or any twenty (20) members.
Section 9.3 - Quorum
A quorum at any general meeting shall be twenty (20) members. If, however, at the time and place fixed for the commencement of the meeting, the chairperson calls the meeting to order and determines that a quorum is not present, the chairperson may, on his/her own prerogative, adjourn the meeting for a period of not less than fifteen (15) minutes, after which he/she may re-call the meeting to order, and those members in good standing present, regardless of their number, shall constitute a quorum and the meeting may proceed.
Notwithstanding any other provision herein, the Directors may from time to time adopt a set of rules of procedure, not inconsistent with the Constitution and General by-laws, for meetings of the members, meetings of the Directors and committee meetings. In the absence of such rules of procedure, the chairperson of any meeting of the members, of the Directors or of any committee shall establish, either formally or informally, rules of procedure that will freely facilitate debate and decision making. Such chairperson will indicate who may speak and in what order, and
when a vote will be taken.
Unless the Directors decide otherwise, which they are hereby authorized to do, the last day of the fiscal year of the College shall be August 31.
Chequing and other deposit accounts may be kept in the name of the College at any chartered bank, trust company or credit union in Canada and all bills of exchange, cheques, promissory notes and hypothecations shall be made, drawn, signed, accepted, endorsed or executed by such officers or other persons as may be designated by the Constitution and General Bylaws or otherwise by resolution of the Board.
The College shall indemnify and save harmless the officers, directors and agents of the College against all liability for acts or omissions by them, in the execution of their duties, whether authorized or not, provided such acts or omissions were in good faith and not intentionally wrongful.
In the event of dissolution of the College, the Directors shall, after paying and making provisions for the payment of all liabilities, distribute all the assets of the College to an organization dedicated to charitable or educational purposes.
Where the Directors, at a duly convened meeting of the Board, in the case of urgency, consider it in the best interest of the College to do so, they may, by a two-thirds vote of those present who are eligible to vote, suspend any provision of the Constitution and Bylaws for such time as they think fit, but such suspension shall expire at the next meeting of the members.
The Constitution and General By-laws may be amended by addition, alteration, or repeal by a two-thirds vote of members present at the Annual General Meeting or any other duly held meeting of the general membership of the College, provided at least fourteen (14) days notice of the substance of the proposed amendment was given to the membership in such manner as the Directors may authorize. Motions from the floor to amend the proposed amendments, if they are materially related to the subject matter of the proposed amendments, and if not otherwise improper, shall be permitted.
It shall be the responsibility of the Governance Committee to review the Constitution and General By-laws at least every three years and to report to the Directors the results of its review together with any proposed amendments.
Without the necessity of an amendment, the Directors may make minor revisions to the Constitution and General By-laws to correct typographical, grammatical and spelling errors, or to render the text gender-neutral, and the revised text, when approved by the Directors, shall become the official text.
Except where it is inconsistent with the provisions of the Constitution and General Bylaws, all directors and officers who held office immediately before the adoption of the Constitution and General Bylaws shall continue in office and shall be deemed to have been elected or appointed under the Constitution and General Bylaws for the remainder of their respective terms of office as provided for under the former Constitution and Bylaws or until their successors are chosen.
Constitution and General Bylaws adopted by motion of the annual general meeting of Seniors College of Prince Edward Island, Oct 29, 2005.
Centre for Life-Long Learning
