Bylaws

Bylaws for
Global Association for Co-operative and Work Integrated Education (GACWIE)

Members voted/accepted the Bylaws October 6th, 2021

PDF version

Global Association for Co-operative and Work Integrated Education (GACWIE)

BYLAWS

  1. INTERPRETATIONS 4
  2. THE ASSOCIATION. 5

2.1.       Name. 5
2.2.       Vision Statement. 5
2.3.       Mission Statement. 5

  1. OFFICES 5

3.1.       Location.. 5

3.2.       Other Offices. 5

3.3.       Secretariat and hosting organisation.. 5

  1. STAFF. 5
  2. SEAL 6
  3. EXECUTION OF CONTRACTS. 6
  4. EXECUTIVE COUNCIL MEETINGS 6

7.1.       Calling of Meetings. 6
7.2.       Regular Meetings. 6
7.3.       Quorum. 6
7.4.       Notice. 6
7.5.       Chair. 6
7.6.       Voting. 6
7.7.       Participation by Telephone or Other Communications Facilities. 6
7.8.       Conflict of Interest. 7
7.9.       Invitation of others. 7

  1. FINANCIAL. 7

8.1.       Annual Fees. 7
8.2.       Annual Budget. 7
8.3.       Financial Year. 7
8.4.       Auditors. 7

  1. OFFICERS. 7

9.1.       Officers. 7
9.2.       Office Held at the Executive Council’s Discretion.. 7
9.3.       Duties. 7

  1. PROTECTION OF DIRECTORS AND OTHERS. 8

Protection of Directors and Officers. 8

  1. MEMBERSHIP. 8

11.1.      Application.. 8
11.2.      Classes of membership, voting entitlements and benefits. 8
11.3.      Termination. 9
11.4.      Resignation. 9
11.5.      Membership Register. 9
11.6.      Transferability. 10

  1. DIRECTORS 10

12.1.      Number of Directors. 1012.2.      Election and Term… 10
12.3.      Executive Council Positions. 10
12.4.      Vacancies. 10
12.5.      Filling Vacancies. 10
12.6.      Resignations. 10
12.7.      Removal of Directors. 10
12.8.      Appointed Directors. 11
12.9.      Committees. 11
12.10.    Global Strategy Council 11
12.11.    Remuneration of Directors. 11
12.12.    Conduct of Elections. 11
12.13.    Provision for when full number of Directors not elected. 11
12.14.    Validity of Acts. 11
12.15.    Executive Council Functions. 12
12.16.    Executive Council Meetings. 12

  1. MEMBER MEETINGS. 12

13.1.      Annual Meeting. 12
13.2.      Special Meetings. 12
13.3.      Persons entitled to attend.. 12
13.4.      Notice. 12
13.5.      Voting. 12
13.6.      Proxy Voting. 12
13.7.      Chair of the Meeting. 13
13.8.      Quorum. 13
13.9.      Adjournment. 13

  1. NOTICES. 13

14.1.      Services. 13
14.2.      Computation of Time. 13
14.3.      Error or Omission in Giving Notice.. 13

  1. ADOPTION AND AMENDMENT OF BYLAWS 13
  2. DISSOLUTION. 13
  3. SCHEDULES 15

17.1.      Schedule A Position Description Chair. 15
17.2.      Schedule B Position Description Secretary. 15
17.3.      Schedule C Position Description Treasurer. 15
17.4.      Schedule D SPECIMEN PROXY FORM… 15

1.              INTERPRETATIONS

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

 ‘Act‘ means the Canada Not-for-profit Corporations Act and any act that may hereinafter be substituted therefore, as from time to time amended;
Association‘ means Global Association for Co-operative and Work-Integrated Education (GACWIE). The corporation may be referred to as an ‘association’ and vice-versa;
By-laws‘ means all By-laws of the Corporation;
Chair’ means the chair of the Executive Council;
Co-operative Education” is a form of Work Integrated Education and a model of Work Integrated Learning;
Corporation‘ means Global Association for Co-operative and Work-Integrated Education (GACWIE). The corporation may be referred to as an ‘association’ and be understood to be the same entity;
Director’ means an individual occupying the position of director of the Corporation by whatever name he or she is called;
Employer‘ means any employing organization that hires co-operative education students or who provides opportunities for work-integrated education and learning to students;
Executive Council‘ means the Executive Council of the Corporation;
Global Strategy Council’ means a diverse group of members representative of geographical regions and industry as determined from time to time by the Executive Council;
Host organisation’ means an organisation that hosts the Secretariat for the Corporation GACWIE;
Letters patent‘ means the letters patent incorporating the Corporation as from time to time amended and supplemented by supplementary letters patent;
Meetings of members‘ includes annual meetings of members and special meetings of members;
Member’ means a member of the Corporation;
Members’ means the collective membership of the Corporation;
Officer’ means an Officer of the Corporation;
Proxy‘ means a printed or written form executed in writing by a member or their duly authorized attorney by means of which a member appoints another person to attend and vote on the member’s behalf at a meeting of the Corporation;
Student‘ means a student registered in a post-secondary program that has a co-operative education or work- integrated education or learning component;
Work Integrated Education’ is an umbrella term for forms of experiential education that formally and intentionally integrates a student’s academic studies within a workplace or practice setting and involves a partnership between academic programs, host organizations and students;
Work-integrated Learning’ (WIL) is a process of curricular work integrated education that formally and intentionally integrates a student’s academic studies within a workplace or practice setting; and

The singular includes the plural, and the plural includes the singular.

2.              THE ASSOCIATION

2.1.          Name

Global Association for Co-operative and Work-Integrated Education (GACWIE) registered in Ontario, Canada, May 2020. Ontario Corporation #: 5033690. The association is operating under the name of WACE: World Association for Co-operative and Work Integrated Education. A new name for the organization has been registered, but it has yet to be confirmed.

2.2.          Vision Statement

WACE’s vision is to be the premier international organization linking the world’s leading higher education institutions, employers and public authorities, all of whom share a profound commitment to preparing new generations for a lifetime of professional success in today’s global & diverse workforce through Co-operative and Work Integrated Education (CWIE) and Work Integrated Learning (WIL). Our vision will be achieved through our support and delivery of quality CWIE/WIL research, programs & services designed to advance all forms of learning that integrate formal education and work experience, in all regions of the world.

2.3.          Mission Statement

Globally advance high-quality Cooperative and all other forms of Work-Integrated Education and Learning by:

  • Showcasing best practices
  • Facilitating global discussion and debate
  • Fostering international networks & exchanges, and
  • Offering research, programs and services with the aim to:
    • Advance the field of co-operative, work integrated education and work integrated learning through innovation, quality enhancement, and relevant and focused research;
    • Advance and promote the importance of high-quality cooperative & work-integrated education and learning as the best workforce development scheme for today’s global society.
  • Such other means as the Executive Council from time to time determines.

The organization is committed to achieving its Mission without prejudice and without any ideological, political or religious bias and on a not-for-profit basis.

3.              OFFICES

3.1.          Location

The Corporation shall be based in the Municipality of Waterloo, in the Province of Ontario, and at such place therein as the Executive Council may from time to time determine.

3.2.          Other Offices

The Corporation may by resolution establish other such offices, such as Regional Offices and agencies elsewhere globally as the Council deems expedient.

3.3.          Secretariat and hosting organisation

The Executive Council may delegate certain administrative and organisation roles to a Secretariat and the CEO of the Secretariat shall be an ex-officio non-voting member of the Executive Council and may be appointed by the host organisation.

The Executive Council will provide a mutually acceptable memorandum of understanding with any host organisation within 3 months of commencing the relationship.

4.              Staff

The Executive Council may employ or contract staff to undertake duties to aid the efficient operation of the Executive Council, the Global Strategy Council and the Association.

5.              SEAL

The seal of the Corporation shall be in such form as may be prescribed by the Executive Council from time to time and shall have the words Global Association for Co-operative and Work-Integrated Education (GACWIE) endorsed thereon.

6.              Execution of Contracts

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Executive Council may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

7.              EXECUTIVE COUNCIL Meetings

7.1.          Calling of Meetings

Meetings of the Directors may be called by the Chair, or any two Directors at any time and any place on notice as required by this by-law. Each newly elected Executive Council, provided a quorum of Directors is present, may, without notice, hold its first meeting for the purpose of organization and the appointment of Directors and Officers immediately following the annual meeting of members at which the election of such Executive Council was announced.

7.2.          Regular Meetings

The Executive Council may fix the place and time of regular Executive Council meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

7.3.          Quorum

A quorum for any meeting of Directors shall be a majority of the Executive Council.

7.4.          Notice

Notice of the time and place for the holding of a meeting of the Executive Council shall be given in the manner provided in this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting.

7.5.          Chair

The Chair shall preside at Executive Council meetings. In the absence of the Chair, the Directors present shall choose one of their members to act as the Chair.

7.6.          Voting

Each Director has one vote. Questions arising at any Executive Council meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall have a second vote or casting vote. All votes at any meeting of the Executive Council shall be taken orally unless a ballot is requested by any Director present. If at any meeting a ballot is requested, it shall be taken in such manner as the Chair directs.

7.7.          Participation by Telephone or Other Communications Facilities

Directors may participate in a meeting of the Executive Council or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

7.8.           Conflict of Interest

A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.

7.9.           Invitation of others

The Executive Council may invite such persons as may be required to properly manage the affairs of the Corporation to attend its meetings. Such persons may be given a deliberative voice in Executive Council meetings but shall have no right to vote.

8.              Financial

8.1.          Annual Fees

The annual fees for members shall be such amount as the Executive Council may from time to time determine.

8.2.          Annual Budget

The annual budget of the Corporation shall be prepared by the Treasurer and approved by the Executive Council and be made available to the members at each annual meeting.

8.3.          Financial Year

The financial year of the Corporation ends on June 30 in each year.

8.4.          Auditors

The members shall, at each Annual General Meeting, appoint an Auditor to audit the accounts of the Corporation to hold office until the next Annual General Meeting, provided that the Executive Council may fill casual vacancy in the office of Auditor. The remuneration of the Auditor shall be fixed by the Executive Council. The Auditors of the Corporation shall be given the same notice as the members, for the Annual General Meeting.

9.              Officers

9.1.           Officers

The Executive Council shall appoint two co-Chairs from among the Directors, one should be an industry representative. The Executive Council may appoint any other Director at the Executive Council’s first meeting following the annual meeting of the Corporation. The same person may hold two or more offices of the Corporation. The Executive Council may appoint other Directors as it deems necessary, and who shall have such authority and shall perform such duties as the Executive Council may prescribe from time to time.

Directors must be members of the Corporation and in good standing.

9.2.          Office Held at the Executive Council’s Discretion

Any Officer shall cease to hold office upon resolution of the Executive Council.

9.3.          Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.

Duties of the Co-Chairs

The Co-Chairs shall perform the duties described in this bylaw and such other duties as may be required by law or as the Executive Council may determine from time to time.

See Schedule A section 17.1.

Duties of the Secretary

The secretary shall perform the duties described in Schedule B Section 17.2 and such other duties as may be required by law or as the Executive Council may determine from time to time.

Duties of the Treasurer

The treasurer shall perform the duties described in Schedule C Section 17.3 and such other duties as may be required by law or as the Executive Council may determine from time to time.

10.            Protection of Directors AND OTHERS

Protection of Directors and Officers

No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Executive Council or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

  1. complied with the Act and the Corporation’s articles and By-laws; and
  2. exercised their powers and discharged their duties in accordance with the Act.

11.         MEMBERSHIP

11.1.      Application

Application for membership shall be submitted in writing and include payment of the annual fee as fixed by the Executive Council.

Admission to membership shall be by vote of the Executive Council, OR any designee(s) that the Executive Council deems fit. The Executive Council or designee(s) shall have the right to refuse any application for membership for any reason that shall seem sufficient, provided that such motion for refusal is passed by a two-thirds (2/3) majority vote at the meeting at which there is a quorum present. If memberships are handled by a designee(s), a written summary of all approvals and rejections must be submitted to the Executive Council on an on-going basis.

Each organisation or institution must nominate a contact person who will be responsible for managing the voting allocation of that organisation or institution.

11.2.      Classes of membership, voting entitlements and benefits

The benefits for each class of membership shall be determined from time to time by the Executive Council.

(a) Global Partnerships

Higher education institutions and employing organizations with a strong alignment with the mission of the association may become partners. The members of that global partner will derive benefits as a result of this partnership.

This category is entitled to four (4) votes per membership.

(b) National Association Partner

National associations with a mission that is aligned with the mission of the association may join. The members of that national association will derive benefits as a result of this partnership.

This category is entitled to five (5) votes per membership.

(c) Institution

Higher Education and other institutions with an interest or alignment with the mission of the association may become institutional members at the

Full (all employees of the institution receive membership benefits).

This category is entitled to two (2) votes per membership.

or

Limited (up to two employees of the institution receive membership benefits) membership level.

This category is entitled to one (1) votes per membership.

(d) Individual

Persons who are interested in the mission of the organization may join as individual members.

This category is entitled to one (1) vote per membership.

(e) Affiliate

Persons interested in the mission of the organization may join as an affiliate with limited benefits.

This category is not entitled to vote.

(f) Honorary

From time to time the Executive Council may designate an individual as an honorary member. This category of membership is reserved for patrons or members who have given distinguished service to the association over time.

This category is entitled to one (1) vote per membership.

Where the membership has more than one vote, it will be the responsibility of the organisation to determine how the votes are to be used. The organisation may distribute their votes to individual staff or vote as a block.

It will be the responsibility of the organisation to confirm with Secretary the names of the people authorised to vote on their behalf ten (10) days before any vote is due.

In the event that the vote distribution is not confirmed ten days prior the Chair of the annual or special meeting may decline to accept the vote.

11.3.      Termination

(a) Any member of the Corporation shall be removed from membership if the member fails to pay the annual fee within sixty (60) days of its due date. This shall not prejudice the member’s right to re-apply for membership.

(b) Except as hereinafter set out, the Executive Council may by a resolution passed by a two-thirds (2/3) majority vote at any meeting of the Executive Council at which a quorum is present, terminate any membership for acts prejudicial to the Association or to the objects for which it was formed or for reasons of a change of occupation with resultant inconsistency with the qualifications for membership.

(c) Any member whose membership has been terminated or who has been requested to resign or whose membership category has been ordered changed shall be given the specific reasons and shall be allowed thirty (30) days to present evidence to the Executive Council why such action should be null and void. After presentation and hearing by the Executive Council, the decision of the Executive Council shall be final and binding.

(d) The membership of a Director may not be terminated unless the Director has first been removed as a Director pursuant to this by-law.

11.4.      Resignation

Any member may resign from the Corporation by notifying the Secretary in writing or by electronic means. Such resignation becomes effective on the expiration of one week from the date it is received or on such later date as may be specified in the notification.

11.5.      Membership Register

The Secretary of the Corporation shall cause the names and addresses of all members to be listed in the Corporation register of members.

11.6.      Transferability

A Membership in the Corporation is not transferable and automatically terminates if the Member resigns or such Membership is otherwise terminated in accordance with the Act.

12.         Directors

12.1.      Number of Directors

The affairs of the Corporation shall be managed by an Executive Council of twelve (12) Directors, each of whom at the time of election or appointment and throughout the term of office shall be a voting member of the Corporation. The Executive Council should reflect global representation and include Directors from both higher education institutions and industry.

12.2.      Election and Term

The Directors shall be elected by the Members for a three (3) year term extending from the conclusion of the Annual General Meeting immediately following their election until the conclusion of the third Annual General Meeting after that date.

12.3.      Executive Council Positions

The elected members of the Executive Council will choose two Co-Chairs, one of whom should represent Industry, (position description in section 17.1, a Secretary (position description in section 17.2) and a Treasurer (position description section 17.3) by majority vote of council members. The Co-Chairs, Secretary and Treasurer will have voting rights.

12.4.      Vacancies

The office of a Director shall be vacated immediately:

  1. if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
  2. if the Director becomes incapacitated due to illness or dies;
  3. if the Director becomes bankrupt;
  4. if the Director is found to be incapable of managing property by a court or under Ontario law; or
  5. if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast at a meeting of the Members removing the Director before the expiration of the Director’s term of office.

12.5.      Filling Vacancies

The Executive Council may fill a vacancy by a majority vote, and the appointee shall hold office for the remainder of the unexpired portion of the term of the vacating Director. After that, the appointee shall be eligible to be elected as a Director.

Total number of Directors so appointed shall not exceed 1/3 of the number of Directors elected at the previous AGM.

12.6.      Resignations

Any Director may resign from the Executive Council at any time by delivering a letter of resignation to the Chair, or to a meeting of the Executive Council. Such resignation shall be effective on the expiration of one week from the date it is received or on such later date as may be specified in the letter of resignation.

12.7.      Removal of Directors

The members of the Corporation may, by resolution passed by at least a majority of the votes cast at a meeting of the members, remove any Director for just cause before the expiration of the term of office. Just cause may include being absent for the majority of meetings held within a year.

12.8.      Appointed Directors

At any time the Executive Council, in its absolute discretion, may appoint a person to be a Director, who the Executive Council believes will provide skills and experience to enable it to advance the aims of the Corporation. These Directors may be representatives from higher educational institutions or industry to ensure regional balance and industry perspective.

The Executive Council may appoint two (2) such Directors.

Directors so appointed must be a member in good standing and shall serve until the next annual general meeting and may be eligible for further appointment.

12.9.      Committees

The Executive Council may establish any committee it determines necessary for the execution of the Council’s responsibilities. The Council shall determine the composition and terms of reference for any such committee. The Council may dissolve any committee by resolution at any time.

12.10.  Global Strategy Council

The Global Strategy Council is comprised of representatives of geographical regions and industry appointed by the Executive Council to advise on strategic matters pertaining to the Association. The composition of the Global Strategy Council should include all regions of the world and industry representation. The number and scope of the regions and industry representation is determined from time to time by the Executive Council.

The Executive Council will appoint, from its number, a chair of the Global Strategy Council who will be responsible for calling and running meetings of the Council including establishing relevant agendas for strategic discussions.

12.11.  Remuneration of Directors

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties.

12.12.  Conduct of Elections

(a) Directors shall be elected by a simple majority of votes cast by voting members.

(b) Elections shall be held by electronic ballot and shall be conducted by the Secretary, or a Member appointed by the Executive Council.

(c) Request for nominations shall be mailed electronically by the Secretary to all members of the Corporation at least forty-five (45) days prior to the Annual General Meeting of members. Included with the request will be nomination guidelines, nomination forms, a list of incumbent Directors, the nomination status of each incumbent Director (whether or not each intends to stand for re-election) and an outline of the responsibilities of each office.

(d) Nominations by email or other electronic means indicating

  1. the willingness of the candidate to stand for election
  2. confirmation they understand the nature of the role of a Director
  3. confirmation that their organization approves their nomination
  4. nomination by another Member

must be received not less than thirty (30) days prior to the Annual General Meeting of members.

(e) The Secretary or member appointed by the Executive Council shall confirm the eligibility of all nominees. A list of candidates shall be prepared and sent to all members at least twenty-one (21) days prior to the Annual General Meeting of members. The message will include biographies of each candidate, if provided, and a voting link. A ballot will be conducted electronically and will conclude no less than seven (7) days prior to the Annual General Meeting.

(f) Election results will be announced by the Chair at the Annual General Meeting of members.

12.13.  Provision for when full number of Directors not elected

Whenever the full number of Directors is not elected, the Directors elected may exercise all the powers of the Executive Council so long as the number of Directors elected is a majority of the full Executive Council.

12.14.  Validity of Acts

No act of a Director is invalid by reason only of any defect that is thereafter discovered in the election or appointment of the Director.

12.15.  Executive Council Functions

The functions of the Executive Council shall include but not be limited to:

(a) Furthering the established objects of the Corporation;

(b) Representing the membership according to the established objects of the Corporation;

(c) Administering the business of the Corporation between meetings of the members;

(d) Formulating policies, regulations and practices to govern the activities of the Corporation; such policies, regulations and practices shall be consistent with the established objects and by-laws of the Corporation; and,

(e) Directing the execution of the policies, regulations and practices so formulated.

12.16.  Executive Council Meetings

See Section 7.

13.         MEMBer meetings

13.1.      Annual General Meeting

The Annual General Meeting of the members shall be held at such time and on such day in each year as the Executive Council may from time to time determine, for the purpose of:

  1. receiving the reports and
  2. audited financial statements required by the Act,
  3. appointing auditors,
  4. announcing the elected Directors and
  5. for the transactions of such other matters as may properly be brought before the meeting.

13.2.      Special Meetings

Other meetings of the members of the association may be convened by order of the Co-Chairs or by the Executive Council or upon written request of not less than twenty-five percent (25%) of the members. The Executive Council shall determine the time and place of such special meetings.

13.3.      Persons entitled to attend

Persons entitled to attend an Annual General Meeting members are:

(a) all members: institutional, employer and community partner, honorary and associate.

(b) any other person on the invitation of the Chair of the meeting or with the consent of the meeting.

13.4.      Notice

Notice of annual or special meetings of the members shall be given to each member not less than twenty-one (21) days before the day fixed for the holding of such meeting.

13.5.      Voting

Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:

  1. each Member shall be entitled to their allotted votes at any meeting;
  2. Organisations and institutions must convey the allocation of the right to vote ten (10) days prior to the meeting
  3. votes shall be taken orally among all Members present and the chair of the meeting, if a Member, shall have a vote;
  4. an abstention shall not be considered a vote cast;
  5. before or after an oral vote has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;

13.6.      Proxy Voting

(a) Votes may be given either personally or by proxy. An instrument appointing a proxy shall be in writing, shall be signed by the appointer, and shall cease to be valid after the expiration of the meeting for which the proxy is given or any adjournment thereof. The instrument shall be deposited with the Secretary prior to the meeting for which the proxy is given or at such earlier time and in such manner as the Executive Council may prescribe. A member may revoke a proxy by depositing an instrument in writing with the Secretary on the day of the meeting or any adjournment thereof or by appearing personally at the meeting or any adjournment thereof.

(b) A proxy holder must be a Member in good standing of GACWIE.

(c) An individual can serve as a proxy holder for no more than one (1) member.

(c) Schedule D Section 17.4 provides a Proxy form for voting

13.7.      Chair of the Meeting

The Co-Chairs shall determine the chair of the Members’ meeting; in the Co-Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.

13.8.      Quorum

The number of Directors at the time of the meeting plus one more voting member of the association represented in person, electronically or by proxy, shall constitute a quorum at a meeting of members. In the absence of a quorum, the members present shall have the power to adjourn the meeting without notice other than announcement at the meeting until a quorum shall be present. Only such business as may have been transacted at the meeting originally called may be transacted at any adjournment thereof.

13.9.      Adjournment

The Chair at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.

14.         Notices

14.1.      Services

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be provided by telephone, delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

14.2.      Computation of Time

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.

14.3.      Error or Omission in Giving Notice

No error or accidental omission in giving notice of any Executive Council meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.

15.         ADOPTION AND AMENDMENT OF BYLAWS

The Members may from time to time at an annual or special meeting amend this By-law if a majority of those members presented or represented by proxy approve the amendment. The Executive Council may not amend these By-laws.

16.         Review of By Laws

The Executive Council may choose to review the by-laws every five years and bring suggested amendments to the membership for vote.

17.         DISSOLUTION

In the event of the dissolution of the Corporation, any assets remaining after the just debts, obligations and liabilities are paid shall be distributed to one or more Canadian public benefit corporations with similar goals and objectives as the Global Association for Co-operative and Work-Integrated Education (GACWIE).

18.             Schedules

18.1.      Schedule A Position Description Co-Chair

The Co-Chair shall preside at all meetings of the Executive Council and of the members and sign such contracts, documents or instruments in writing as require the signature of a Chair. The Co-Chairs shall have overall responsibility for the general and active management of the business of the Corporation and shall ensure that all orders and resolutions of the Executive Council are carried into effect. The Co-Chairs shall be a member Ex-Officio of all committees/councils. It shall be the duty of the Co-Chairs to enforce and abide by the provisions of all by-laws of the Corporation.

18.2.      Schedule B Position Description Secretary

The Secretary shall attend all meetings of the Executive Council and the members and cause to be recorded the facts and minutes of all proceedings in the records kept for that purpose. The Secretary shall cause to be given all notices required. The Secretary shall ensure the security of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation, which the Secretary shall deliver only when authorized by a resolution of the Executive Council and only to such person or persons as may be named in the resolution or to a successor. The Secretary shall perform such other duties as may from time to time be determined by the Executive Council.

18.3.      Schedule C Position Description Treasurer

The Treasurer shall cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation in proper records of account and shall cause to be deposited all monies or other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Executive Council. The Treasurer shall cause to be disbursed the funds of the Corporation under the direction of the Executive Council, taking proper vouchers therefore and shall render to the Executive Council at the regular meetings thereof or whenever required, an account of all financial transactions and of the financial position of the Corporation. The Treasurer shall prepare an annual budget for the approval of the Executive Council and shall also perform such other duties as may from time to time be determined by the Executive Council.

18.4.      Schedule D SPECIMEN PROXY FORM

(please print)

 

Secretary, Global Association for Co-operative and Work-Integrated Education (GACWIE)

I, (NAME)

Of (ADDRESS)

being a Voting Member of Global Association for Co-operative and Work-Integrated Education (GACWIE) appoint:

(NAME)

Of (ADDRESS)

or, in his/her absence:

(NAME)

Of (ADDRESS)

or, if I have not nominated a proxy or if the nominee is absent from the meeting, the Chairperson of the meeting as my proxy to vote on my behalf at the …………………………….. meeting of Global Association for Co-operative and Work-Integrated Education (GACWIE) to be held on:

the day of , 2______ and at any adjournment of that meeting.

Note

A Member who is entitled to vote at the meeting may appoint a proxy. A proxy holder must be a Member in good standing of Global Association for Co-operative and Work-Integrated Education (GACWIE)

 

Directing your Proxy

To instruct your proxy how to vote, insert ‘X’ in the appropriate column against each item of business set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I instruct my proxy to vote as follows according to the Resolutions numbered in the Notice of Meeting:

Resolution No ….….                    …. For                        …. Against                 …. Abstain

This proxy must be signed by the appointing Member.

Signed             Dated

The proxy form must be received by the Corporation, at least 48 hours before the time for holding the meeting, at the Corporation registered office.