Constitution
SHERIDAN STUDENT UNION INCORPORATED

*note that this By-law is a working copy. There will be minor changes made to it by the SSUI Board to reflect the newly added Director positions.

By-law #1
A By-law relating to the transactions of the affairs of the Corporation

ARTICLE I: INTERPRETATION
1. Definitions and Interpretation: In this By-law and in all subsequent By-laws and documents of the Corporation, unless the context otherwise specifies or requires:

a. "Board" shall mean the SSUI Board of Directors.

b. "CRO" shall mean a Chief Returning Officer.

c. "DBO" shall mean the Director of Business Operations.

d. "SSUI" or “the Corporation” shall mean the Sheridan Student Union Incorporated.

e. "SSU" shall mean the Sheridan Student Union individual campus councils located at the Trafalgar Road and Davis campuses, and must be designated as such within this document (i.e.: Davis or Trafalgar SSU).

f. "Sheridan College" shall mean the Sheridan College Institute of Technology and Advanced Learning.

g. "Letters Patent" shall mean the Letters Patent and any supplementary letters patent of the Corporation.

h. Words importing the singular number of the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice-versa and references to persons shall include firms and Corporations.

i. The headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions of the By-laws or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.


2. Head Office: The head office of the Corporation shall be at 1430 Trafalgar Road in the Town of Oakville in the Province of Ontario. From time to time, the Corporation may designate satellite offices at any campus of Sheridan College.


ARTICLE II: CORPORATE SEAL
1. Corporate Seal: The seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the Corporation.

ARTICLE III: MEMBERSHIP
1. Membership: Each student who has paid the student activity fee is a member of the Corporation unless or until his or her membership is terminated. Membership is not transferable and will terminate if the member ceases to be qualified as outlined herein. Each member is entitled to the following:


a. The right to one (1) vote in a general election for each of the six (6) positions on the Board representing his or her principle campus of enrolment;

b. The right to one (1) vote in a general election for the position of President;

c. The right to nominate candidates for any elected positions of the Corporation;

d. The right to stand for election and to hold office provided he or she meets eligibility qualifications;

e. The right to vote in any referenda called by the Board;

f. The right to vote at any general meeting of the members;

g. The right to form or join a club or association under guidelines and policies established by the Board, unless this privilege is revoked by the Board; and,

h. The right to receive or benefit from any service offered by the Corporation, unless the Board revokes this privilege.


2. Fees: Student activity fees may be set from time to time by the Board and must be approved by the Sheridan College Board of Governors.


ARTICLE IV: BOARD OF DIRECTORS
1. Board of Directors: The property and business of the Corporation shall be governed by the Board. There shall be seven (7) elected members of the Board, including the President and the three directors elected by members at and representing each campus. In addition, the Dean of Student Services shall be ex officio a member of the Board and shall hold the office of Comptroller of the Corporation.

2. Qualifications: In order to qualify to be an elected director a member of the Corporation must:

a. Be enrolled in a program of study at Sheridan College for his or her entire term as director;

b. Be compliant with all qualification polices as established by the Board; and,

c. Maintain a 2.0 cumulative grade point average in a program of study at Sheridan College.

3. Vacancies: The office of a director shall be automatically vacated if any of the following events occur:

a. The director delivers a written resignation to the Chairperson;

b. The director is absent from three (3) regular meetings of the Board during his or her term in office;

c. The director ceases to meet the qualifications required to be a director;

d. The director is removed from office by a two-thirds (2/3) majority vote by the Board for performance related reasons, following the implementation of progressive discipline by the Board;

e. The director’s removal is requested by a petition signed by 150 members. Upon receipt of the petition, the Board will hold a special meeting of members to consider the removal of the director. The director will be removed from office upon a motion in favour of such removal being passed by a two-thirds (2/3) majority of the votes cast at the meeting;

f. The director is found to be of unsound mind by a qualified physician;

g. The director has or attains the status of bankrupt; or,

h. The director dies.

4. Filling Vacancies: If a vacancy in the office of director should occur, the Board may appoint an interim director to hold office until:

a. A general election of the members is held to fill the vacancy; or

b. A director is appointed by the Board to fill the vacancy.

c. If the office of President’s becomes vacant:

i. The Vice President at each campus will act as co-President,

ii. The Board will set their remuneration as necessary, and will delegate specific tasks to the co-Presidents,

iii. The co-Presidents will share a vote on the Board; however, if they are unable to agree on how to cast a vote on a particular matter, they shall abstain from voting on that matter; and,

iv. The positions of Vice President at each campus shall be considered to be vacant, and shall be filled in accordance with this section.


5. Outgoing: A director who is removed from office or who leaves office shall be considered to have vacated office when his or her resignation is accepted or when he or she is removed from office.

6. Remuneration: A director will be reimbursed for reasonable expenses incurred by the director in the performance of his or her duties, and shall be entitled to honoraria and benefits as deemed appropriate through Board policies. Any such changes to remuneration must be ratified at a general meeting of the members.

7.Terms in Office: Directors will hold a one-year term of office, commencing May 1st and concluding on April 30th of the following year.

8. Restrictions: No individual shall hold the position of President during all or part of more than one (1) consecutive terms of office. Further, no individual shall hold two positions or portfolios on the Board simultaneously.

9. Leave of Absence: The President may, following a request by a director, grant a leave of absence to the director for a maximum of thirty days (30) once per term in office.


MEETINGS OF THE BOARD
1. Meetings of the Board: Meetings of the Board will be held at least once per calendar month.

2. Chairperson: Annually, in the month of May, the Board will appoint a non-constituent individual to hold the position Chairperson of the Board. All meetings of the Board may be convened and shall be chaired by the Chairperson unless:

a. He or she is unable to fulfill the duties of Chairperson as determined from time to time by the Board; or,

b. He or she is removed by a two-thirds (2/3) majority vote of the Board; or,

c. The office of the Chairperson becomes vacant, in which event the Board may appoint a qualified individual to act as the Chairperson.

3. Attendance: Meetings of the Board will be open to the members of the Corporation unless the Board passes a motion for the meeting to be held in camera in accordance with a policy established by the Board. Directors are required to attend all meetings of the Board.

4. Regular Meetings: The president, Chairperson, or any two (2) other directors, may by upon no less than three (3) business days’ notice in writing to all directors (excluding the day notice is given but including the day of the meeting), call a meeting of the Board. Any director may request that an item of business be included on the agenda for such meetings by submitting it to the Chairperson not less than two (2) business days before the date set for the meeting.

5. Emergency Meetings: The President, may upon not less than forty-eight hours’ notice in writing, call an emergency meeting of the Board if, in the judgment of the President, a matter must be dealt with by the Board prior to the next regularly scheduled meeting of the Board

6. Continuity: Directors elected to serve as directors for the next succeeding term of office shall be entitled to attend the last regularly scheduled meeting of a term of office, but only directors serving in office during that term shall be entitled to vote on matters coming before the meeting.

7. Error or Omission: No error or accidental omission in giving notice of any meeting shall invalidate such meeting or make void any proceedings taken at such meetings.

8. Voting Rights: Each director shall have one (1) vote on matters coming before the Board. Questions arising at a meeting of the Board shall be decided by two-thirds (2/3) majority of the votes cast on the matter.

9. Method of Voting: Votes shall be taken by a show of hands unless a director requests that voting be done by secret ballot. In the case of a tie the President’s vote will count as the tie-breaker The Chairperson must declare that the resolution has been carried or defeated, and the number of votes cast for and against the matter, and any abstentions, will be noted in the minutes.

10. Teleconference: A director may participate in a meeting of the Board by teleconferencing or video-conferencing, so long as all persons participating in the meeting are able to communicate simultaneously. A director participating in such a meeting by these means is deemed to be present at the meeting.

11. Rules: Except where otherwise set forth by the Chairperson or by law, the directors shall employ the procedures and rules set out in "Robert’s Rules of Order."

12. Quorum: Two-thirds (2/3) of the authorized number of directors shall constitute a quorum. Notwithstanding any vacancies, a quorum of directors may exercise all the powers of directors.

13. In Lieu of a Meeting: A resolution in writing signed by all of the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

14. Secretary of the Board: The Chairperson shall appoint an individual, who need not be a director, to act as secretary at meetings of the Board. The secretary will be responsible for recording the minutes of each meeting, and distributing them to directors no later than five (5) business days following the meeting.


ARTICLE VI: POWER OF DIRECTORS
1. Administer Affairs: The Board will administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as herein provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letter Patent or otherwise authorized to exercise and do.

2. Expenditures: The Board shall have the power to make expenditures for the purpose of furthering the objectives of the Corporation. The Corporation shall maintain one or more bank accounts in one or more Canadian chartered banks or trust companies.

3. Agents and Employees: The Board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.

4. Remuneration of Agents and Employees: The remuneration of agents, employees and committee members shall, subject to other provisions of this Bylaw, be fixed by the Board, by resolution, or through policy.


ARTICLE VII: DIRECTOR OF BUSINESS OPERATIONS
1. Responsibility: The Board will from time to time hire a Director of Business Operations (DBO) for the Corporation and will delegate to that person full power to manage and direct the business and affairs of the Corporation (except such duties as by law must be transacted by the Board) and to employ and discharge agents and employees of the Corporation or to delegate to that person any authority. It is the responsibility of the DBO to, upon request, exercise full disclosure to the President of the corporation.

2. Accountability: The DBO is accountable to the Board acting as a Board, and not to individual directors. The DBO shall conform to all lawful directions made by the Board and shall at all reasonable times give to the Board all information requested by the Board regarding the affairs of the Corporation.

3. Employees: All employees of the Corporation, unless specifically designated to report directly to the Board, shall report to the DBO.


ARTICLE VIII: INDEMNITIES
1. For the Protection of Directors and Officers: Every director or officer of the Corporation and every other person who has undertaken or is about to undertake any liability on behalf of the Corporation, as well as their respective heirs, executors and administrators, and estate and effects, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation, from and against all liabilities incurred as a result of the execution of duties owed to the Corporation, except such liabilities as are occasioned by willful neglect or default.

2. Business and Affairs: The directors of the Corporation may administer the affairs of the Corporation and make or cause to be made for the Corporation, in its name, any contract which the Corporation may lawfully enter into, and subject to these by-laws, may authorize expenditures on behalf of the Corporation and exercise all such powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do.


ARTICLE IX: ELECTIONS AND REFERENDA
1. Elections: The members of the Corporation shall annually elect all directors from among the members of the Corporation.

2. Equality: The Corporation will hold an annual election for all positions designated to form part of the Board, and shall provide an equal opportunity for directors and members who are not directors at the time of the election to have notice of and participate in the election.

3. Referenda: The members of the Corporation shall from time to time resolve issues by means of referenda as presented by the Board.


ARTICLE X: OFFICERS
1. Officers: The five (5) officers of the Corporation shall be the President, the Vice-President of the Trafalgar campus, the Vice-President of the Davis campus, the Director of Business Operations, and the Comptroller.

2. Vacancies: Each officer of the Corporation shall hold office until such officer resigns, has completed his or her term of office, or is removed by the Board.
3. Roles: The respective duties of the officers shall be detailed in Board policy and include the following:
a. The President shall represent the Corporation, will have the right to vote at meetings of the Board, and shall act as chair of the AGM.

b. The Director of Business Operations shall act as Chief Operating Officer of the Corporation and shall oversee the day-to-day operations of the Corporation. The Director of Business Operations, as an employee of the Board, will not be entitled to vote at meetings of the Board;

c. The Comptroller will be the Dean of Student Services, and shall be the signing officer for Sheridan College over the fees disbursed to the SSUI. The Comptroller will be an ex officio a member of the Board and will have the right to vote at meetings of the Board;

d. The Vice-Presidents shall represent the Board to members at their respective campuses during the absence of the President from that campus.


ARTICLE XI: EXECUTION OF DOCUMENTS
1. Execution of Instruments: Contracts, documents or any instruments in writing require the signature of the Corporation and shall be signed by the President together with another officer, or by any two (2) officers specifically authorized by the Board. All contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.

2. Power of Attorney: The directors shall have the power from time to time by resolution to appoint an officer on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation, when required, may be affixed to contracts, documents, and instruments in writing signed as aforesaid or by any person appointed by resolution of the Board.


ARTICLE XII: GENERAL MEETINGS
1. Annual General Meeting (AGM): The annual general meeting of the members shall be held on such day in each year and at such time as the Board may by resolution determine at the Corporation’s head office or any satellite office.

2. Special General Meeting (SGM): A special general meeting of the members may be held on such day and at such time as the Board may by resolution determine at the Corporation’s head office or any satellite office.

3. Notice: Not less than ten (10) business days’ notice in writing shall be given to each member of any annual or special general meeting of members. Such notices shall be given in at least two (2) forms of communication. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.

4. Quorum: Quorum at any general meeting shall consist of twenty (20) members present in person (including existing executives of the board). Members may vote by proxy given to another member at any meeting of the members, provided, however, that a member may not hold a proxy for more than one other member.

5. Chairperson: The Chairperson of any general meeting shall be the President of the Corporation. The Chairperson shall not be entitled to vote at a meeting of members except in the case of an equality of votes cast on a matter, and then only to break such equality of votes.


ARTICLE XIII: BOARD COMMITTEES
1. Committees: The Board may from time to time appoint committees, as it deems necessary or for such purposes and with such powers that the Board sees fit. Any such committee may formulate its own rules and procedures, subject to such regulations or directions as the Board may from time to time make. The Board may remove any committee member at any such time by resolution of the Board.

2. Frequency: Board committees will be used sparingly, only when all other reasonable methods of carrying out the Corporation’s business have been considered ineffective. Committees, when established, will be given clear and specific mandates and guidelines.


ARTICLE XIV: AUDITORS
1. Auditors: The members shall at each annual general meeting appoint an auditor to audit the accounts of the Corporation and to hold office until the next annual meeting, provided that the Board may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board. All decisions regarding the appointment of auditors will occur at a general meeting of the students.


ARTICLE XV: FINANCES OF THE CORPORATION
1. Books and Records: The Board shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

2. Collection of Monies: The student activity fees shall be collected by Sheridan College and remitted to the Corporation. The Corporation may further collect monies through business enterprises and other means as approved by the Board.

3. Deposits: All monies collected by the Corporation, or on its behalf, must be deposited, in the Corporation’s name, in a financial institution approved by the Board.

4. Ancillary Fees: The amount of the fees set forth by the Corporation may be altered by two-thirds (2/3) majority vote at a meeting of the Board. The Ancillary Fee Protocol, signed between the SSUI and Sheridan College should be referred to regarding appropriate procedure.

5. Financial Year: The financial year of the Corporation shall terminate on the thirtieth (30th) day of April in each year or on such other date that the Board from time to time by resolution determines, provided notification has been given to the Canada Customs and Revenue Agency.


ARTICLE XVI: AMENDATORY PROCEDURE
1. Amendments: This By-law or any other By-law may be amended by a two-thirds (2/3) majority vote at any meeting of the Board, and must be confirmed by the members at the next general meeting of the members.

2. Policies: Policies of the Corporation may be established or amended by a two-thirds (2/3) majority vote of the Board.


ARTICLE XVII: RULES AND REGULATIONS
1. Rules and Regulations: The Board may prescribe such rules and regulations not inconsistent with these By-laws relating to the management and operation of the Corporation as it deems expedient, provided that such rules and regulations shall have force and effect only until the next general meeting of the members of the Corporation when they shall be confirmed. Failing confirmation at such general meeting of members, rules and regulations shall from the close of such general meeting be of no further force or effect.