Constitution

1. NAME AND FUNCTION

1. The name of the organization is the Mathematics Endowment Fund, hereinafter referred to as "MEF". It is to function as a semi-autonomous non-profit organization within the University of Waterloo, hereinafter referred to as “the University".

2. PURPOSE

1. The objects of MEF, subject to Section 3 of the University of Waterloo Act, 1972, are
   1. To raise funds to be used for an ongoing commitment to improve the undergraduate mathematics student education and experience at the University
   2. To make recommendations with respect to the investment and administration of such funds
   3. To make recommendations with respect to the application of such funds in furtherance of improvement
2. Only funds generated through the investment of donations, hereafter referred to as "income", shall be spent. The term "Funds" when used in this Constitution, shall mean the funds raised by MEF and held by the University on separate account in accordance with this Constitution and all income accrued thereto.
3. MEF is to always act in the best interest of undergraduate mathematic students' education and to make recommendation only with respect to expenditure of Income in a fair and equitable manner keeping in mind the needs of undergraduate mathematics students at the University of Waterloo.
4. MEF shall recommend the use of the Funds for mathematics projects needs such as teaching resources, laboratory equipment and student projects of an educational nature and such other purposes as MEF shall consider appropriate.

3. POWERS

1. To achieve the purposes and objects aforesaid, MEF shall have the following powers subject to the provisions of the University of Waterloo Act, 1972, and the control and authority of the University's Board of Governors, the University Senate, and the Office of the President, and Vice-Chancellor:
   1. To solicit funds in ways approved by the University of Waterloo;
   2. To guide the University of Waterloo in making recommendations to the University with respect to use of the Funds held by the University on behalf of MEF
   3. To receive a monthly and yearly report from the University with respect to the income and the capital of the Funds and to require the University to hire a separate "money manager" to administer the funds. The cost of the money manager shall be paid out of the Funds;
   4. No power to Sign on Behalf of the University
      
      MEF shall have no power to make any financial commitments or undertakings of any kind that might be contractually binding on the University and all formal documents making any commitments or contracts shall be signed in the name of the University in a manner and by such persons as directed by the Board of Governors of the University;
   5. Faculty of Mathematics not to be Affected
      
      And provided further that the powers of the MEF Directors as provided herein, or as they may be executed, shall in no way interfere with or otherwise adversely affect the autonomy of the Faculty of Mathematics in the adverse effect on the funding of the Faculty of Mathematics and shall be held by the University in a separate account separate from all general funds of the University;
   6. University to be Reimbursed for Expenses
      
      Provided further that all direct and indirect expenses of MEF shall be paid by MEF from its earnings, and that the general accounts of the University shall be fully reimbursed from the particular accounts of MEF, unless otherwise stipulated in a written agreement with the University, for any services provided to MEF or expenditures made by the University in connection with management or operation of MEF including the cost of hiring a separate money manager to administer the Funds;
   7. Periodic Review by the University
      
      Provided further that MEF and its Constitution shall be subject to periodic review by the Board of Governors of the University, such review to be carried out in the light of any new or revised policies established by the Board of Governors or the Senate of the University for the purpose of defining or controlling the affairs of earnings of Institutes of similar groups which may be established under the authority of the Board of Governors or the Senate of the University.

4. DIRECTORS

1. The affairs of MEF shall be managed by its Directors, who shall receive no remuneration for acting as such, in accordance with this Constitution and the by-laws of MEF.
2. The Board of Directors shall have no authority to initiate expenditures, save for those that may be necessary for the administration of MEF. The Funding Council shall have sole authority to propose non-administrative expenditures, subject to approval by the Board of Directors.
3. Members of the Board of Directors
   
   There shall be a a minimum of five (5) directors and a maximum of fifteen (15) directors provided that there shall always be a minimum two-thirds (2/3) majority of student directors on the Board of Directors.
   
   The Board of Directors shall consist of the following voting members who must be members of MEF and must be a minimum of eighteen (18) years of age:
   1. Three (3) student-Executive directors, appointed by a process determined by the Board of Directors, one for each of the Spring, Winter and Fall terms;
   2. The Dean of Mathematics (or Designate), ex officio;  
   3. One (1) Math Alumni Representative (as recommended by the Dean of Mathematics);
   4. Four (4) University of Waterloo undergraduate Mathematics students and one (1) faculty member as appointed by the Funding Council; and
   5. Such additional directors (up to a maximum of five (5) additional directors) as may be determined by resolution of the then existing Board of Directors.
4. Term of Office
   
   Excluding the ex-officio members, the term of office for a director shall be determined by the Board of Directors and shall not exceed sixteen (16) months from the date of appointment or election.
   
   Directors shall be eligible for re-election.
   
5. The office of director shall be automatically vacated:
   1. If a student director ceases to be a University of Waterloo undergraduate Mathematics Student
   2. if a director resigns from office by delivering a written resignation to the Secretary of MEF;
   3. if the director is found by a court to be of unsound mind;
   4. if the director becomes bankrupt;  
   5. If in a meeting of directors , duly called for that purpose, a vote is passed by at least three quarters (3/4) of the members present at the meeting that the director be removed from office;
6. Provided that if any vacancy shall occur for any reason in this paragraph contained, the remaining members of the Board of Directors by majority vote, may fill the vacancy with a member of MEF.

5. MEMBERSHIP OF MEF

1. Membership shall include all University of Waterloo Undergraduate Mathematics students, and members of the Board of Directors. There shall be no membership fees or dues.

6. ANNUAL GENERAL MEETING

1. The directors of MEF shall call an annual meeting of the members at the University of Waterloo on a day and at a time as shall be determined by the directors and fixed by a by-law of MEF. At this meeting, a report shall be given by the On-Term director. This report shall include:
   1. any expenditures made by MEF in the preceding year;
   2. the financial position of MEF;
   3. any changes in the by-laws of MEF; and
   4. any other business arising from the meeting.

7. FUNDING COUNCIL

1. The Funding Council is responsible for reviewing and recommending funding grants before passing them to the Board of Directors for approval. It shall act as a seperate body representing each undergraduate Mathematics program in a fair manner. All by-laws of MEF and amendments thereto must be approved by a majority of the Funding Council at a meeting duly called for that purpose. A minimum of two-thirds (2/3) of the members of the Funding Council shall constitute a quorum for approval of such by-laws and amendments.
2. The following persons shall constitute voting members of the Funding Council:
   1. Two (2) student representatives from each undergraduate program of the Faculty of Mathematics, all of whom will serve for the duration of their current academic term;
   2. Three (3) student representatives elected from each year of an undergraduate mathematics program, who will serve for the duration of their current school term;
   3. One (1) faculty member from the Faculty of Mathematics appointed at-large
   4. Two (2) alumni representatives 
   5. The on-stream Endowment Director, who will serve as the Funding Council chair and shall vote only in the event of a tie.
3. No voting student representative of the Funding council shall concurrently be a voting member of the Board of Directors

8. AUDITORS

1. The accounts of MEF shall be audited by the Auditors of the University, who are appointed by the Board of Governors. In the event that MEF requests an additional audit, any expenses or fees or services for such audits shall be charged to the particular accounts of MEF.

9. AMENDMENT TO THE CONSTITUTION

1. Any constitutional amendment can only be enacted by a referendum of the Membership of MEF with a simple majority of those who vote.

10. APPROVAL OF THE CONSTITUTION

1. Before becoming effective, the Constitution of MEF and any amendments thereto shall be approved by the Board of Governors of the University.

11. ESTABLISHMENT OF A SEPARATE FOUNDATION

1. In the event that the members of MEF, through a majority vote at a membership referendum; wherein the majority vote shall be based on the number of votes cast, determine that it is desirable to set up a new fund, with similar objects to MEF, a separate fund may be set up (hereinafter referred to as the "New Fund") and this Constitution shall continue to apply to the funds held by the University of Waterloo.
2. Provided, however, that the Board of Governors of the University after consideration of the objects and powers of the New Fund, approve such a transfer, and subsequently Canada Revenue Agency and the Public Trustee for the Province of Ontario approve said such transfer, the University shall transfer the Funds to the New Fund upon such terms and conditions that the Board of Governors of the University may direct. After such transfer is finalized, MEF shall be dissolved.

12. DISSOLUTION

1. If for any reason MEF is dissolved and funds are not transferred to a New Fund, the following restrictions to dissolution apply:
   1. Upon dissolution, the Funds, after payment of all debts and liabilities, shall remain the property of the University of Waterloo, a registered charity, to be used as recommended by the Dean of Mathematics, for the purposes of benefitting undergraduate students in the Faculty of Mathematics at the University;
   2. If the Faculty of Mathematics at the University of Waterloo no longer exists, the Funds shall be used for such other educational purposes as the Board of Governors of the University of Waterloo may decide;
   3. Voluntary dissolution shall take place only after a majority vote to that effect at a membership referendum; wherein the majority vote shall be based on the number of votes cast.

13. DRAFTING BY-LAWS

1. The directors of MEF, as may be required, shall draft by-laws in concert with the general aims and objectives of MEF relevant to the management of the affairs of MEF and the procedures of the meetings of members, the meetings of directors and the meetings of the Funding Council. Bylaws shall include at minimum the following:
   1. Definition of quorum, frequency of regular meetings, notice of meetings, minutes and records, etc.;
   2. Formality of making and passing resolution, and voting procedures;
   3. Establishment of officers of MEF, and their duties and responsibilities;
   4. Establishment of any standing committees, such as an executive committee, and their powers, duties or responsibilities;
   5. Establishment of a fiscal year, which shall coincide with the University's fiscal year, and accounting procedures which shall be satisfactory to and approved by the University'
   The by-laws as passed by the directors shall not be effective until ratified by the Funding Council persuant to Section 7 hereof.

14. AUTHENTICATION OF ACTS OF DIRECTORS

1. All acts of the directors of MEF shall only be taken or confirmed by way of majority vote of the directors passed at a duly constituted meeting and duly recorded by written minutes; Wherein the majority vote shall be based on the number of votes cast. Within a period of not more than ten days following the date of any duly constituted meeting of the directors, where the minutes were approved, a copy of the minutes of the said meetings shall be made publicly available

15. NO GAIN TO DIRECTORS

1. MEF’s longevity shall be ensured without the purpose of gain for its directors. Any profits or other accretions to and from MEF shall only be used in promoting its objective and further its mission to provide value to undergraduate students in the Faculty of Mathematics at the University of Waterloo