Canadian Federation of Engineering Students Constitution November 2017

Contents

Chapter 1 – General ...................................................................................................................................... 6 1.1

Name of the Corporation .............................................................................................................. 6

1.2

Head Office ................................................................................................................................... 6

1.3

The Seal ......................................................................................................................................... 6

1.4

Fiscal Year...................................................................................................................................... 6

1.5

Abbreviations and Logo ................................................................................................................ 6

1.5.1

Canadian Federation of Engineering Students ..................................................................... 6

1.5.2

Canadian Engineering Competition ...................................................................................... 6

1.5.3

CFES Publication .................................................................................................................... 6

1.5.4

Congress ................................................................................................................................ 7

1.5.5

Conference on Diversity in Engineering ................................................................................ 7

1.5.6

President’s Meeting .............................................................................................................. 7

Chapter 2 – Definitions ................................................................................................................................. 7 Chapter 3 – Dispositions ............................................................................................................................... 7 3.1

Guiding Principles ......................................................................................................................... 7

3.2

Mission .......................................................................................................................................... 7

3.3

Regions .......................................................................................................................................... 8

3.4

Official Languages ......................................................................................................................... 8

3.5

Invalidation ................................................................................................................................... 9

3.6

Titles .............................................................................................................................................. 9

3.7

Interpretation................................................................................................................................ 9

3.8

Policy Manual ................................................................................................................................ 9

3.9

Document of Stances .................................................................................................................... 9

Chapter 4 – Membership and Fees ............................................................................................................... 9 4.1

Qualifications for Membership ..................................................................................................... 9

4.1.1

Regular Member (Engineering Society) ................................................................................ 9

4.1.2

Application for Membership ............................................................................................... 10

4.2

Member Types ............................................................................................................................ 10

4.2.1

Member in Good Standing .................................................................................................. 10

4.2.2 4.3

Member Not in Good Standing ........................................................................................... 10

Member Status ........................................................................................................................... 10

4.3.1

Suspension of Members ..................................................................................................... 10

4.3.2

Expulsion of Members ........................................................................................................ 10

4.3.3

Withdrawal of Membership ................................................................................................ 10

4.3.4

Appeal of Suspension or Expulsion ..................................................................................... 11

4.4

Membership Fees........................................................................................................................ 11

Chapter 5 – Meetings.................................................................................................................................. 11 5.1

General Meetings........................................................................................................................ 11

5.1.1

Purpose ............................................................................................................................... 11

5.1.2

Annual Meetings ................................................................................................................. 11

5.1.3

Calling a Meeting ................................................................................................................ 11

5.1.4

Live Translation ................................................................................................................... 11

5.1.5

Meeting Agenda .................................................................................................................. 11

5.1.6

Notice of a meeting............................................................................................................. 11

5.1.7

Voting and Quorum ............................................................................................................ 12

5.1.8

Speaking Rights ................................................................................................................... 12

5.1.9

Order ................................................................................................................................... 12

5.1.9

Proxy ................................................................................................................................... 12

5.1.10

Minutes ............................................................................................................................... 12

5.2

Mail-In Ballot ............................................................................................................................... 12

5.2.1

Ineligible Items .................................................................................................................... 12

5.2.2

Procedure ............................................................................................................................ 13

Chapter 6 – Board of Directors ................................................................................................................... 13 6.1

Purpose ....................................................................................................................................... 13

6.2

Composition ................................................................................................................................ 13

6.3

Meetings ..................................................................................................................................... 14

6.3.1

Regular Meetings ................................................................................................................ 14

6.3.2

Emergency Meetings........................................................................................................... 14

6.3.3

Quorum ............................................................................................................................... 14

6.4

Written Resolution ...................................................................................................................... 14

6.5

Powers of Appointment .............................................................................................................. 14

6.5.1

Committees ......................................................................................................................... 14

6.5.2

Agents and Employees ........................................................................................................ 14

6.6

Powers of Administration ........................................................................................................... 14

6.7

Remuneration ............................................................................................................................. 15

6.8

Vacancy ....................................................................................................................................... 15

Chapter 7 – National Executive................................................................................................................... 15 7.1

Composition ................................................................................................................................ 15

7.2

Election........................................................................................................................................ 15

7.3

Term of Office ............................................................................................................................. 15

7.4

Meetings ..................................................................................................................................... 15

7.5

Dismissal...................................................................................................................................... 15

7.6

Vacancy ....................................................................................................................................... 16

7.7

Remuneration ............................................................................................................................. 16

Chapter 8 – Regional Ambassadors ............................................................................................................ 16 8.1

Responsibilities ........................................................................................................................... 16

8.2

Vacancy ....................................................................................................................................... 16

8.3

Term ............................................................................................................................................ 16

8.4

Dismissal...................................................................................................................................... 16

Chapter 9 – National Councillors ................................................................................................................ 17 9.1

Election........................................................................................................................................ 17

9.2

Term ............................................................................................................................................ 17

9.3

Dismissal...................................................................................................................................... 17

9.4

Vacancy ....................................................................................................................................... 17

Chapter 10 – Elections ................................................................................................................................ 17 10.1

General Policy ............................................................................................................................. 17

10.2

Eligibility ...................................................................................................................................... 17

Chapter 11 – Activities and Services ........................................................................................................... 17 11.1

Overview ................................................................................................................................. 17

11.2

Organization of Activities and Services ....................................................................................... 18

11.2.1

Activity Managers ............................................................................................................... 18

11.2.2

Service Managers ................................................................................................................ 18

11.3

Participation in Activities and Services ....................................................................................... 18

Chapter 12 – Commissioners ...................................................................................................................... 18 12.1

Nomination and Ratification ....................................................................................................... 18

12.2

Term of Office ............................................................................................................................. 18

12.3

Dismissal...................................................................................................................................... 19

12.4

Vacancy ................................................................................................................................... 19

12.5

Remuneration ............................................................................................................................. 19

Chapter 13 – Financial and Legal Dispositions ............................................................................................ 19 13.1

External Audit.............................................................................................................................. 19

13.2

Audit by Membership ................................................................................................................. 19

13.3

Reimbursements ......................................................................................................................... 19

13.3.1

Ordinary .............................................................................................................................. 19

13.3.2

Extraordinary....................................................................................................................... 20

13.4

Trust Company ............................................................................................................................ 20

13.5

Donations .................................................................................................................................... 20

13.6

Power of Attorney....................................................................................................................... 20

13.7

Signatures ................................................................................................................................... 20

13.7.1

Minimum Signing Requirements......................................................................................... 20

13.7.2

Special Signing Officer ......................................................................................................... 20

Chapter 14 – Dissolution of the Federation ................................................................................................ 21 Chapter 15 – Amendments ......................................................................................................................... 21 15.1

Constitution ................................................................................................................................ 21

15.1.1

Substantive Amendments ................................................................................................... 21

15.1.2

Grammatical Amendments ................................................................................................. 21

15.1.3

Temporary Amendments .................................................................................................... 21

Chapter 16 – Annulment ............................................................................................................................. 21

Chapter 1 – General 1.1

Name of the Corporation

The name of the Corporation shall be “The Canadian Federation of Engineering Students”, hereafter called “the CFES”.

1.2

Head Office

The Head Office of the CFES shall be located at the office of Engineers Canada, 55 Metcalfe Street – Suite 300, Ottawa, Ontario, K1P 6L9.

1.3

The Seal

The Seal, an impression whereof is stamped below, shall be the Seal of the Federation.

1.4

Fiscal Year

The fiscal year of the CFES shall conclude on 31 March each year.

1.5

Abbreviations and Logo 1.5.1 Canadian Federation of Engineering Students The abbreviations FCEG and CFES and the logo that appears below are employed to designate the Canadian Federation of Engineering Students. In this constitution, “Federation” designates the Canadian Federation of Engineering students.

1.5.2 Canadian Engineering Competition The abbreviations CCI and CEC are employed to designate the Canadian Engineering Competition. The Canadian Engineering Competition logo must incorporate, in part or in full, the CFES logo as established in article 1.5.1. 1.5.3 CFES Publication The abbreviation Pub is employed to designate the CFES Publication.

1.5.4 Congress The abbreviations CFCEEG and CFESC are employed to designate the Canadian Federation of Engineering Students Congress. The Canadian Federation of Engineering Students Congress logo must incorporate, in part or in full, the CFES logo as established in article 1.5.1. 1.5.5 Conference on Diversity in Engineering The abbreviation CDE is employed to designate the Canadian Federation of Engineering Students Conference on Diversity in Engineering. The Canadian Federation of Engineering Students Conference on Diversity in Engineering logo must incorporate, in part or in full, the CFES logo as established in article 1.5.1. 1.5.6 President’s Meeting The abbreviation CFES PM is employed to designate the Canadian Federation of Engineering Students President’s Meeting. The Canadian Federation of Engineering Students President’s Meeting logo must incorporate, in part or in full, the CFES logo as established in article 1.5.1.

Chapter 2 – Definitions Board Members:

Members of the Board of Directors, as specified in Chapter 6.

Members:

Member societies, as specified in Chapter 4.

National Executive:

President and Vice-Presidents as specified in Chapter 7.

Resolution:

Motion presented as “Proposal” and approved by a majority vote.

Special Resolution:

Motion presented as “Special Proposal” and approved by a supermajority vote.

Signing Officer:

Person who has the right to authorize financial transactions on behalf of the CFES, as specified in Chapter 13.

General Assembly:

Meeting of the Members.

Chapter 3 – Dispositions 3.1

Guiding Principles

The CFES supports growth and communication within its members to ensure their moral, intellectual, cultural, academic, social and economic well-being. The Federation represents and promotes Canadian undergraduate engineering students on a national and international level. The CFES will not align itself with any political partisan movement.

3.2

Mission

The goal of the CFES is to solicit, represent, organize and exchange views, information and activities pertinent to the goals of the members at a national level as to ensure their moral, intellectual, cultural,

academic, social and economic well-being, and to improve the quality and scope of Canadian engineering education. The means by which this will be done are: 1) Organize and host conferences, meetings, assemblies, exhibitions and competitions related to this end, 2) Print, edit and distribute all publications related to this end and in conformity with Canadian law, 3) To affiliate itself with any organization pursuing the same goals as those of the said corporation, 4) To acquire via purchase, renting or otherwise, to possess and operate the assets, movables and real estate necessary for the accomplishment of the above mentioned goals, 5) To provide to its members services of all kinds related to the above mentioned goals, 6) To create, support, participate in every movement, opinion campaign or other organizations relating to these goals, 7) To arouse and sensitize its member associations and the Canadian population on the scientific policies and the social and economic implications of community and industrial projects in engineering, 8) To encourage member and associate societies to promote the creation and exchange of pertinent information to all members and other interested parties, 9) To promote the interaction of Canadian engineering students with specific interest groups (societies, associations, government and other agencies) on national and international issues of social, economic, political, legal and human concern relevant to engineering, 10) To present information of relevance to appropriate government and other agencies, 11) To cooperate with all engineering associations recognized by the corporation in matters of common interest, 12) To promote the public image of engineering students in Canada., 13) To facilitate and develop activities and services, including but not limited to CFES Congress, the Canadian Engineering Competition, the CFES Publication, the CFES Conference on Diversity in Engineering, and the CFES President’s Meeting.

3.3

Regions

CFES comprises of 4 regions. They are: 1) Atlantic – Provinces of Prince Edward Island, of New Brunswick, of Nova Scotia, and of Newfoundland and Labrador; 2) Quebec – Province of Quebec; 3) Ontario – Province of Ontario; and 4) West – Provinces of British Columbia, of Alberta, of Saskatchewan, of Manitoba, and The Territory of Yukon, Territory of Nunavut and North-West Territories.

3.4

Official Languages

All communications to the members shall be done in either official language, or both, at the member’s discretion. Requests for translation from one official language to the other may be made by any member

organization. Furthermore, all publications of the Federation shall be available simultaneously in both official languages of Canada. In the case of a divergence between the English and French versions of this constitution, the English version takes precedence. In the case of a divergence between the English and French versions of the rules and regulations or resolutions, the original document takes precedence over the translation as official document of the Federation.

3.5

Invalidation

Invalid or illegal dispositions of this constitution or any other rules or regulations that the Federation should henceforth adopt will not invalidate the whole of this constitution, those rules or those regulations and they shall stay valid as if those invalid or illegal dispositions had never been included.

3.6

Titles

Titles inserted in this constitution and in all other documents of the Federation hereafter passed are included only to facilitate reading and should not affect the interpretation of these constitution and documents.

3.7

Interpretation

In this constitution and in all other documents of the Federation hereafter passed, unless the context otherwise requires, words importing the singular number shall include the plural number, and vice versa, and references to persons shall include firms and corporations.

3.8

Policy Manual

Further to this constitution and the regulations contained herein, additional policies and best practices can be found in the CFES Policy Manual.

3.9

Document of Stances

Official positions taken by the CFES can be found in the Document of Stances as outlined in the Policy Manual.

Chapter 4 – Membership and Fees 4.1

Qualifications for Membership 4.1.1 Regular Member (Engineering Society) A regular member of the Federation is a society representing undergraduate engineering students at a Canadian higher education institution having an engineering program accredited by the Canadian Engineering Accreditation Board, and that represents the students' concerns to their faculty and higher education institution administration and which received the support of the General Assembly as specified in Article 4.1.2.

4.1.2 Application for Membership To become a regular member an organization must submit a written application to the VicePresident Finance and Administration, who must immediately inform the members of such an application. The members’ assembly must then make a decision regarding the organization admission, and this no later than the annual meeting following the organisation’s submission of the application.

4.2

Member Types 4.2.1 Member in Good Standing A Member in Good Standing of the Federation is defined as having paid its annual membership fees as outlined in section 4.4. Only Members in Good Standing have voting rights in the Federation. 4.2.2 Member Not in Good Standing Members Not in Good Standing do not have voting rights in the Federation. Students who are represented by Members Not in Good Standing may qualify to attend CFES Activities or utilize CFES Services, provided the member has contacted the Board of Directors with intent to pay their membership fees, and the appropriate governing body for the Activity or Service approves their participation.

4.3

Member Status 4.3.1 Suspension of Members The Board of Directors may, by resolution adopted by two thirds (2/3) of directors present at a meeting convened to this end, suspend any member which infringes upon a resolution or by-law of the Federation or whose conduct or activities are deemed detrimental to the wellbeing or functioning of the Federation, or who has not paid their membership fees for the current year. Such a suspended member will be deemed “Member Not in Good Standing”. Within two business days after the suspension of a member, the President shall inform all members of the suspension, with reasoning provided. 4.3.2 Expulsion of Members A General Assembly may, by resolution adopted by 2/3 of members present at a member’s assemble, expel any member which infringes upon the CFES constitution, or whose conduct or activities are deemed detrimental to the wellbeing or functioning of the CFES. 4.3.3 Withdrawal of Membership Any member may withdraw from the Federation by delivering a written resignation to the VicePresident Finance and Administration of the Federation. The withdrawal shall take effect the first day of the month immediately following reception of the notice.

4.3.4 Appeal of Suspension or Expulsion Any member facing suspension or expulsion will be given an opportunity to defend themselves at the Annual General Meeting, after which, Active Members will be asked to vote on the suspension or expulsion of the member in question. This motion will be moved by the National Executive.

4.4

Membership Fees The Annual General Assembly fixes the annual membership fee that must be paid by regular members of the Federation to be considered active members.

Chapter 5 – Meetings 5.1

General Meetings 5.1.1 Purpose The regularly scheduled Annual General Assembly and second General Assembly serve the purpose of allowing members to examine the activities and the accountability of the Federation. An extraordinary General Assembly will be convened to address serious issues, such as the expulsion of a member or the dissolution of the Federation. 5.1.2 Annual Meetings The Annual General Assembly shall be held at CFES Congress each January. A second General Assembly will be held annually at the CFES President’s Meeting in early autumn. 5.1.3 Calling a Meeting A General Assembly shall be called on resolution of the Board of Directors or on a written requisition of no less than one quarter (1/4) of the active members. 5.1.4 Live Translation At every general assembly, simultaneous translation services must be available, whether they be professionally outsourced or member-led. If outsourced, these will be provided at a cost to the organizing committee at which the general assembly takes place. 5.1.5 Meeting Agenda At every annual general assembly, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented. 5.1.6 Notice of a meeting A thirty (30) day written notice shall be given to each member of any General Assembly. Notice of any meeting where special business will be dealt with should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. No error or

omission in giving notice of any members assembly or any adjourned members assembly of the Federation shall invalidate such meeting or make void any proceedings taken thereat, and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be that persons last address recorded on the books of the Federation. 5.1.7 Voting and Quorum All active members shall have only one (1) vote. All questions before the General Assembly shall be determined by a majority of votes of members present and voting unless otherwise specifically provided by resolutions or mentioned in this constitution. Two thirds (2/3) of the active members shall constitute quorum at a General Meeting. 5.1.8 Speaking Rights Active members, regional ambassadors, national councillors, and national executive representatives, have speaking rights during the assembly. 5.1.9 Order At all assemblies of the Federation, the chair must apply the rules of deliberating assemblies as outlined in the Robert’s Rules of Order, except where contrary dispositions are adopted by the Federation. The Chair of the Board of Directors shall preside over the meetings of the General Assembly. At a General Assembly the National Executive has the right to propose motions with no need of a seconder. 5.1.9 Proxy A member may, by means of verifiable communication by its President, either original, facsimile, or electronic, appoint a proxy holder to attend and act at a specific meeting of the General Assembly. Notice of each meeting of the General Assembly must remind the members of their ability to appoint a proxy holder. All proxy votes must be deferred to a member of the active member deferring or to another active member of the CFES. 5.1.10 Minutes Minutes shall be taken in both English and French at all meetings of the General Assembly. The full and proper text of the minutes shall be distributed to all members in both English and French within thirty days of the adjournment of the meeting.

5.2

Mail-In Ballot

5.2.1 Ineligible Items The following items may not be passed using a mail-in ballot; 1. Constitutional Amendments 2. Rescinding of motions

5.2.2 Procedure Ballots submission by mail or any official communication (assuming confidentiality requirements are met as set forward by the National Executive), hereby referred to as a “mail-in ballot”, is valid for the General Assembly or the Board of Directors except in the case where Canadian non-profit law prohibits such action. The Board of Directors shall call a mail-in ballot on written requisition of no less than one quarter (1/4) of the active members. A mail-in ballot shall be subject to the same guidelines and regulations as an Annual General Meeting, whether it be to clarify quorum or the outcome of the proposition. The Board of Directors will determine any additional rules. To be valid, mail-in ballots must be returned to the Federation within thirty (30) days following the mailing of the voting notice to all the active members. The Board of Directors have, between the thirty-fifth (35th) and the fiftieth (50th) day following the mailing of the voting notice, to send to all the members and directors the results of the mail-in ballot. Any error or omission in mailing the voting notice of the mail-in ballot will not annul the ballot. The active members will receive the voting notice at their last known address in the books of the Federation. All motions passed through a mail in ballot are subject to ratification at the next meeting of the General Assembly.

Chapter 6 – Board of Directors 6.1

Purpose

A Board of Directors shall manage the property and business of the CFES.

6.2

Composition

The Board of Directors of the Federation is composed of eight (8) voting members, who serve as Directors: -

The President; The four (4) Regional Ambassadors; and The two (2) National Councillors; and One (1) additional member, who shall serve as Chair, in accordance with the provisions below.

The Board of Directors must elect an additional Director, who shall serve as its Chair for the whole term of the National Executive, to preside over its meetings. The Chair shall only vote when there is a tie. There will also be three (3) non-voting members: -

The Vice President Academic; The Vice President Finance and Administration; and The Vice President Services.

6.3

Meetings 6.3.1 Regular Meetings Meetings of the Board of Directors shall be held at any time and place to be determined by the directors, provided that five (5) days verbal or written notice of such meeting shall be given to each member. There shall be at least six (6) board meetings per year. Each director present at the meeting is authorized to exercise one (1) vote. If all the directors of the Federation consent, one or more directors may participate in a board meeting by means of a technological communication method, such as the telephone, allowing all persons participating in the meeting to hear each other. Directors participating in such a meeting by such means are deemed to be present at the meeting. Voting by proxy is prohibited for directors. 6.3.2 Emergency Meetings Emergency meetings of the Board of Directors may be called for urgent or special purposes requiring immediate action, provided two thirds of the members of the Board of Directors agree to call the meeting. 6.3.3 Quorum For there to be quorum at a meeting of the Board of Directors, two-thirds (2/3) of directors must be present.

6.4

Written Resolution

A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors, is as valid as if it has been passed at a meeting of the Board of Directors.

6.5

Powers of Appointment 6.5.1 Committees The Board of Directors may appoint committees whose members will hold their offices at the will of the Board of Directors. 6.5.2 Agents and Employees The Board of Directors may appoint agents and engage employees as it seems necessary from time to time and such persons shall have the authority and shall perform duties as prescribed by the Board of Directors at the time of appointment. A reasonable remuneration for all employees of the Federation shall be fixed by resolution of the Board of Directors as allowed by the budget.

6.6

Powers of Administration

The Directors of the Federation may administer the affairs of the Federation in all things and make or cause to be made for the Federation, in its name, any kind of contract which the Federation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and matters of the Federation is by its by-laws or otherwise authorized to exercise and do.

6.7

Remuneration

The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from holding the position, provided that reasonable expenses incurred in the exercise of the director’s duties are reimbursed.

6.8

Vacancy

The office of a director shall be automatically vacated upon the occurrence of a resignation, invalidity or death. An outgoing Director, officer or Commissioner shall remain in office until its vacancy is presented to the Board of Directors.

Chapter 7 – National Executive 7.1

Composition

The officers and members of the National Executive of the Federation shall consist of the President, the Vice President Academic, the Vice President Finance and Administration and the Vice President Services. Powers and duties of members of the National Executive shall be found in the Policy Manual of the Federation.

7.2

Election

The members of the National Executive are elected at the Annual General Assembly.

7.3

Term of Office

The term of office of the members of the National Executive is the same as the fiscal year of the Federation.

7.4

Meetings

Meetings of the National Executive shall be held at any time and place to be determined by the members of such committee provided that two (2) days verbal notice of said meeting shall be given to each member of said committee. For there to be quorum, all four (4) members of the National Executive shall be present. Each member of the National Executive present at the meeting is authorized to exercise one (1) vote. If all National Executive members consent, one or more officers may participate in a National Executive meeting by means of a technological communication method, such as the telephone, which allows all persons participating in the meeting to hear each other. National Executive participating in such a meeting by such means are deemed to be present at the meeting.

7.5

Dismissal

A member of the National Executive may be dismissed by resolution of the Board of Directors adopted by two-thirds (2/3) of the directors present at such meeting convened to this end or by a resolution adopted by two-thirds (2/3) of the members of the General Assembly present at a meeting convened to this end.

7.6

Vacancy

Provided a vacancy occurs for any executive position, this vacancy shall be communicated to the membership within five (5) days. The Board of Directors may, by appointment, fill the vacancy using procedures consistent with this constitution, and a nomination period must be announced to the membership and remain open for a minimum of two (2) weeks.

7.7

Remuneration

Members of the National Executive shall serve without remuneration and shall not, directly or indirectly, receive any profit from holding the position, provided that reasonable expenses incurred in the exercise of their duties are reimbursed.

Chapter 8 – Regional Ambassadors The regional ambassadors are chosen by their respective region to represent on the board of directors. There is one regional ambassador per region, and they have tasks to accomplish at both the national and regional levels.

8.1

Responsibilities

The regional ambassadors shall be responsible for representing their respective region’s views to the Federation and facilitating the communication between their respective regional associations and the federation and fill any other mandate which is entrusted to them by the general assembly or the Board of Directors.

8.2

Vacancy

In case of a vacancy, this vacancy shall be communicated to the relevant regional membership and the relevant regional organization within five (5) days. An Ambassador position shall be filled by a mail-in ballot of the members of the relevant region. This shall be facilitated by the relevant regional organization, and ratified by the Board of Directors. A nomination period must be announced to the relevant members and remain open for a minimum of two (2) weeks, unless otherwise specified by the relevant regional organization.

8.3

Term

The term of office for an Ambassador shall be determined to be the same as the CFES fiscal year, unless the relevant regional organization deems otherwise.

8.4

Dismissal

The Ambassadors may be dismissed by a special resolution of the members of the relevant region. This shall be facilitated by the relevant regional organization.

Chapter 9 – National Councillors The National Councillors shall be responsible for providing a breadth of experience to the Board of Directors, the Federation, and the members, and advising where desired.

9.1

Election

The two (2) Councillors are elected at the Annual General Assembly.

9.2

Term

The term of office for the National Councillors shall be the same as the CFES fiscal year.

9.3

Dismissal

The Councillors may be dismissed by resolution of the Board of Directors adopted by two-thirds (2/3) of the directors present at such meeting convened to this end or by a resolution adopted by two-thirds (2/3) of the members present at a meeting of the General Assembly convened to this end.

9.4

Vacancy

Provided a vacancy occurs, this vacancy shall be communicated to the membership within five (5) days. The Board of Directors may appoint a Councillor by interim until the end of the term of office. A nomination period must be announced to the membership and remain open for a minimum of two (2) weeks.

Chapter 10 – Elections 10.1 General Policy The election procedures outlined in the CFES Policy Manual are valid for the election in General Assembly or by the Board of Directors for the Councillors, the members of the National Executive and the Ambassadors. The election procedures must include a stipulation that, to be elected, a candidate must receive the absolute majority of the vote, abstentions excluded.

10.2 Eligibility To be eligible, the candidate for a position on the National Executive must be a member of an active member at the time of its candidature. There is no specific eligibility condition for the candidate for a Councillor position.

Chapter 11 – Activities and Services 11.1 Overview The activities of the Federation are the Canadian Engineering Competition (CEC), the CFES Congress (Congress), the CFES Conference on Diversity in Engineering (CDE), and the CFES President’s Meeting (PM). The current existing service of the Federation is the CFES Publication (The Pub). The specifications

of responsibilities between the CFES and the activities are outlined in the CFES Activity Partnership Agreements.

11.2 Organization of Activities and Services Only active members, as outlined in article 4.1 of this constitution, and the Board of Directors, can organize the activities or services of the Federation. Organizing Members are appointed in General Assembly. 11.2.1 Activity Managers The Activity Managers are appointed by the active member appointed in General Assembly. Their term of office spans from the time of appointment until the resolution of any accounts receivable or payable at the conclusion of the activity in question. They have the exclusive responsibility of all that is related to their activity, including, but without limitation to, the financial accountability and their audition by an external auditor, the appointment of an organising committee, the signature of official documents, etc. They answer directly to their Advisory Board, the organizing member and to the Board of Directors of the Federation. 11.2.2 Service Managers Service Managers are appointed by the Board and ratified by a General Assembly. Their term of office matches the fiscal year of the CFES. The Service Managers include, but are not limited to, the Pub Editor. The Pub Editor is an Officer position, comparable to a Commissioner, who is appointed by the Board and ratified by a General Assembly, and is responsible for managing the CFES online Publication, soliciting articles from members, and advertising the Publication through any form the Pub Editor or Board of Directors deems appropriate.

11.3 Participation in Activities and Services Generally, only members of active members can attend and take part at the organized activities offered by the Federation and gain from the services it offers. The Board of Directors has the right to invite any other person to any activity or to gain from any service offered by the Federation.

Chapter 12 – Commissioners 12.1 Nomination and Ratification The Board of Directors, on recommendation of the incoming National Executive, shall appoint the Commissioners, their title and responsibilities, with a nomination period being communicated to the membership and remaining open for a minimum of two (2) weeks.

12.2 Term of Office The term of office of the commissioners is the same as the CFES fiscal year.

12.3 Dismissal A Commissioner of the Federation may be dismissed by resolution of the Board of Directors adopted by two-thirds (2/3) of the directors present at such meeting convened to this end or by resolution adopted by two-thirds (2/3) of the members present at a meeting of the General Assembly convened to this end.

12.4 Vacancy Provided a vacancy occurs, this vacancy shall be communicated to the membership within five (5) days. The Board of Directors, on recommendation of the National Executive, may appoint a Commissioner by interim until the end of the term of office. A nomination period must be announced to the membership and remain open for a minimum of two (2) weeks.

12.5 Remuneration The Commissioners shall serve without remuneration and no commissioner shall directly or indirectly receive any profit from holding the position, provided that reasonable expenses incurred in the exercise of the Commissioner’s duties are reimbursed.

Chapter 13 – Financial and Legal Dispositions 13.1 External Audit The Federation must have its finances reviewed annually. The general assembly can require this financial review to be an audit. In addition to the assembly mandating an audit of the Federation’s finance, an audit must be conducted every five years. An additional financial review is not needed for years that an audit is performed. By a unanimous vote, the membership may choose to forego a financial review, and instead perform only a compilation of financial statements. The financial review from a professional accounting firm must be appointed by the members at the Annual General Assembly. The financial reviewer must put together a report that will be presented to the members at the Annual General Meeting following their appointment. The financial reviewer salary will be determined by the Board of Directors.

13.2 Audit by Membership At the President’s Meeting, an active member may request to audit the books of the Federation for the current year. The member must report to the next Annual General Assembly. If more than one member makes a request, the General Assembly, or the Board of Directors, appoint the member responsible for the audit.

13.3 Reimbursements 13.3.1 Ordinary Directors and Commissioners will be reimbursed of all costs, charges and expenses they sustain or incur in or about any action, suit or proceedings which is brought, commenced or prosecuted

against them, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of this office or in respect of any such liability. 13.3.2 Extraordinary The Board of Directors may authorize the reimbursement of Directors, members of the National Executive and Commissioners of all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.

13.4 Trust Company The Directors shall have power to authorize expenditures on behalf of the Federation from time to time and may delegate by resolution to an officer or officers of the Federation the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Federation in accordance with such terms as the Board of Directors or members may prescribe.

13.5 Donations The Board of Directors shall take such steps as they may deem requisite to enable the Federation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Federation.

13.6 Power of Attorney The Board of Directors may give the Federation power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Federation.

13.7 Signatures 13.7.1 Minimum Signing Requirements Contracts, documents or any instruments in writing requiring the signature of the Federation, shall be signed by any two members of the National Executive. All contracts, documents and instruments in writing so signed shall be binding upon the Federation without any further authorization or formality. However, any contracts, documents or any instruments in writing requiring the signature of the Federation for an activity or a service shall be signed by its Activity Manager, or their delegate. 13.7.2 Special Signing Officer The Board of Directors shall have power from time to time by resolution to appoint a commissioner of the Federation to sign specific contracts, documents and instruments in writing.

Chapter 14 – Dissolution of the Federation The Federation will be dissolved upon resolution of an annual general assembly where no less than two thirds (2/3) of the active members must agree. All liabilities will be honoured and the remaining assets will be distributed to one or more organizations with goals similar to the Federation.

Chapter 15 – Amendments 15.1 Constitution 15.1.1 Substantive Amendments The constitution of the Federation may be repealed or amended by resolution of the Annual General Assembly where no less than two thirds (2/3) active members present must agree. 15.1.2 Grammatical Amendments Amendments to this constitution that are simply corrective measures to ensure accurate translation and grammatical structure may be passed by the Board of Directors with a two thirds (2/3) majority, provided these amendments do not change the concept or spirit of the point being amended. 15.1.3 Temporary Amendments The Board of Directors may prescribe such rules and regulations consistent with this constitution relating to the management and operation of the Federation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Federation when they shall be confirmed, and failing such confirmation at such annual meeting of members shall at and from that time cease to have any force and effect. Any amendments passed by the Board of Directors in this way shall be communicated to all members within 2 business days.

Chapter 16 – Annulment The present constitution repeals and annuls all previous constitutions to date.