UWRA Constituting Bylaw. (2025)

Bylaw of the University of Waterloo Retirees Association

Bylaw sections:

  1. General
  2. Members
  3. Meeting of Members
  4. Directors and Officers
  5. Board Meetings
  6. Financial
  7. Protection of Directors, Officers and Others
  8. Conflict of Interest
  9. Notices
  10. Dissolution
  11. Amendments to Bylaw

1.00 General

The members of the University of Waterloo Retirees Association hereby constitute a Not-For-Profit Association under the name of the University of Waterloo Retirees Association (UWRA), whose objects are

  1. to foster good fellowship among persons retired from their employment at the University of Waterloo;
  2. to represent all retirees of the University of Waterloo;
  3. to advance the interests and welfare of University of Waterloo retirees; and
  4. to promote social and educational opportunities for UWaterloo retirees and Association Members.

The Head Office of the Association is located in the City of Waterloo, Ontario.

1.01 Definitions

In this by-law of the University of Waterloo Retirees Association (UWRA), unless the context otherwise requires,

  1. “Association” means the University of Waterloo Retirees Association, also known as the UWRA, which is constituted by this by-law;
  2. "Board" means the board of directors of the Association;
  3. "By-law" means this by-law of the Association and all sections of this by-law as amended and which are, from time to time, in force and effect;
  4. "Director" means an individual occupying the position of director of the Association by whatever name they are called;
  5. "Officer" means an officer of the Association, occupying the position of President, Vice-President, Past-President, Secretary, or Treasurer;
  6. “Ordinary Resolution” is a resolution passed by a majority of the votes cast on that resolution;
  7. “Majority” means greater than half (50%) of the Members present, or votes cast;
  8. “Member” means a person associated with a paid UWRA membership fee;
  9.  “Retiree” means a person who retired from employment at the University of Waterloo;
  10. "Retirees" means the collective of all UW retirees and all Members;
  11. “Special Resolution” means a resolution that requires at least two-thirds (2/3) of the votes cast in favour of that resolution to pass; and
  12. “UWaterloo” or “UW” means the University of Waterloo.

1.02 Interpretation

Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

1.03 Severability and Precedence

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

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2.00 Members

2.01 Members

Eligibility for membership in the Association shall be determined by the Board. A membership in the Association is not transferable and automatically terminates if the Member resigns, dies, or the membership is otherwise terminated.

3.00 Meeting of Members

3.01 Annual General Meeting (AGM)

The Annual General Meeting shall be held on a day and at a place fixed by the Board.

The business transacted at the AGM shall include

  1. receipt of the agenda;
  2. receipt of the minutes of the previous AGM and subsequent special meetings of Members;
  3. presentation of the annual report and financial statements;
  4. election of Directors; and
  5. any other business, which shall be designated special business, and must be set out in the notice of meeting.
     

No other item of business shall be included on the agenda for the AGM unless a Member has given notice to the Association of any matter that the Member proposes to raise at the meeting, so that such item of new business can be included in the notice of the AGM.
 

3.02 Special Meetings

The President or any three (3) Directors may call a special Meeting of Members.


The Board shall call a Special Meeting of Members within 30 days of receiving a written request signed by 15 Members.

3.03 Notice of AGM or Special Meeting of Members

Not less than ten (10) days written notice of any AGM or Special Meeting of Members shall be given to each Member.  If any special business is to be transacted, the notice of meeting must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken and state the text of any resolution to be considered as part of the special business.

Notice shall include the option to designate a proxy.

Notice of a Meeting of Members to be held entirely by electronic means must include instructions for attending, participating and voting at the meeting.

3.04 Quorum

A quorum for the transaction of business at a Meeting of Members is ten (10).  If a quorum is present at the opening of a meeting, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

3.05 Chair of the Meeting of Members

The President shall act as chair of the Meeting of Members; in the President’s absence, the Vice-President shall be chair of the meeting.  The Board may delegate any other Director to act as chair of the meeting.

3.06 Voting at Meetings of Members

Business arising at any Meeting of Members shall be decided by Members and Directors, provided that

  1. each Member, including the chair, shall be entitled to one vote at any meeting;
  2. votes shall be taken by a show of hands among Members present;
  3. an abstention shall not be considered a vote cast;
  4. before a show of hands has been taken on any question, the chair may require, or any Member may demand, a written ballot. The chair shall direct the which a written ballot will be taken;
  5. whenever a vote by show of hands is taken on a question, a declaration by the chair that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion;
  6. any resolution resulting in a tie will be lost; and
  7. Use of a proxy:
    1. Members not able to be present at the meeting may designate a proxy by submitting the proxy form electronically or by mail to the Secretary.
    2. Proxies must be received no later than 4:00 p.m. on the day before the date of the meeting.
    3. There is no limit to the number of proxies that a Member may hold. 
    4. Members may designate the Secretary as their proxy.

3.07 Adjournments

The Chair, with the majority consent, may adjourn the Meeting of Members.

3.08 Persons Entitled to be Present

A Retiree and any other interested person may attend the meeting if invited by the Chair or with the majority consent of the Members present at the meeting, but are not entitled to move motions, second motions, or vote.

3.09 Meeting by electronic means

A Meeting of Members may be held entirely by electronic means or by any combination of in-person attendance and electronic means, and it must enable all persons entitled to attend the meeting to reasonably participate. A person who, through electronic means, votes at or attends a Meeting of Members is deemed for the purposes of this by-law to be present at the meeting.

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4.00 Directors and Officers

4.01 Board of Directors

The affairs of the Association will be managed by elected Directors who will be collectively called the “Board of Directors” (Board). Each elected Director must be a member.

The Board consists of a minimum of eleven (11) Directors. Quorum of the Board is a majority of Directors in office. Directors may be added as needed by an ordinary resolution at a Board meeting and will serve in office until the next Meeting of Members.

The duties of Directors, found in the Policies & Procedures Manual, will be set andmay be amended by the Board. 

4.02 Authority of the Board of Directors

The Board will hold authority during its term of office

  1. to exercise all rights and powers under the authority of the Association’s By-law;
  2. to present reports to Members on the activities of the Board;
  3. to fill vacancies that may occur among Directors, or Officers, by appointment or election;
  4. to appoint and delegate power to a Board committee;
  5. to invite any advisor, consultant or representative to participate in board meetings;
  6. to remove any Officer, or Director, of the Association including the President, by a Special Resolution;
  7. to suspend or expel any Member of the Association, by a Special Resolution;
  8. to review and approve financial statements and reports;
  9. to borrow money from lending institutions as the Board deems proper and appropriate;
  10. to review, amend, or delete policies in the Policies & Procedures Manual; and
  11. to develop policies for inclusion in the Policies & Procedures Manual.

Any Director or Officer may certify a copy of any resolution, by-law or other document of the Association to be a true copy thereof.

4.03 Election and Term of Directors

The Directors shall be elected by the Members at the Annual General Meeting in accordance with the Association’s Election Procedures. The term of service of a Director shall be three (3) years from the date of the meeting at which they are elected. A Director may serve for more than one term with Board approval.

4.04 Officers

At the first meeting of the Board after the Annual General Meeting, the Board shall appoint from among the Directors the following Officers:

  • the President,
  • the Vice-President,
  • the Past-President,
  • the Treasurer, and
  • the Secretary   

The Board may appoint other Officers who shall have authority and perform duties as the Board may prescribe from time to time.

4.05 Duties of Officers

Officers are responsible for the duties prescribed to them as described in the Policy & Procedures Manual and such other duties as the Board may determine from time to time.

4.06 Vacancies

The office of a Director shall be vacated

  1. if the Director resigns by submitting written notice to the Board, such resignation shall be effective at the time it is received by the Board or at the time specified in the notice, whichever is later;
  2. if the Director is absent from three (3) consecutive monthly meetings, without cause or notice;
  3. if, at a Meeting of Members, the Members by ordinary resolution, remove the Director before the expiration of the Director’s term of office; or
  4. if the Director dies.

4.07 Filling Vacancies

A vacancy on the Board shall be filled as follows:

  1. A quorum of Directors may fill a vacancy by appointment, for a term lasting until the next Annual General Meeting;
  2. If there is not a quorum of Directors or there has been a failure to elect the minimum number of Directors set out in the By-law, the Directors in office shall call a Special Meeting of Members to fill the vacancy. If there are no Directors in office, the meeting may be called by any Member.

4.08 Committees

The Board may establish any committee it determines is necessary for the execution of the Board’s responsibilities. The Board shall appoint a committee chair or co-chairs and approve the committee’s terms of reference. The Board may dissolve any committee by ordinary resolution at any time.

The following standing committees will be constituted at the discretion of the Board and their terms of reference are described in the Policy & Procedures Manual.

  1. Nominations Committee
  2. Finance Committee
  3. Social Committee
  4. Presentations and Events Committee
     

4.09 Remuneration of Directors

No Director shall directly or indirectly receive any pecuniary compensation from occupying the position of Director; subject to the following:

  1. Directors may be reimbursed for reasonable expenses they incur in the performance of their director duties.
  2. Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Association in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is
    1. considered reasonable by the Board;
    2. approved by the Board for payment before such payment is made; and
    3. in compliance with the conflict-of-interest provisions in this by-law.

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5.00 Board Meetings

5.01 Calling of Meetings

Board meetings may be called by the President or any two Directors at any time and any place on notice as required in this By-law.

5.02 Notice of Board Meeting

The Secretary will send notice to the Directors at least seven (7) days prior to the Board meeting, noting the date, time, and place of the meeting along with the tentative agenda and supporting documents.

An emergency meeting may be called within twenty-four (24) hours to deal with specific limited matters.

5.03 Chair

The President shall chair Board meetings. In the absence of the President, the Vice-President will act as the chair; in the absence of the President and Vice-President the Directors present shall choose one of their number to act as the chair.

5.04 Voting

Each Director, including the President, has one vote.  Questions arising at any Board meeting having quorum, shall be decided by an ordinary resolution of the Directors present, unless this By-law specifies that an action must be taken by special resolution.

Any resolution resulting in a tie will be lost.

5.05 Participation by Electronic Means 

A Board meeting may be held entirely by electronic means or by any combination of in-person attendance and electronic means, provided that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. A person who, through electronic means, attends a meeting of Directors is deemed to be present at the meeting.

5.06 Proxy

Proxies may not be designated for Board meetings.

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6.00 Financial

6.01 Banking

The Board shall, by ordinary resolution, designate the bank in which the money, bonds, or other securities of the Association shall be placed for safekeeping.

6.02 Financial Year

The financial year of the Association is January 1st to December 31st.

6.03 Signing Authority

The President, Past-President, Vice-President, and Treasurer have signing authority for the Association. Two signatures are required for financial transactions.

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7.00 Protection of Directors, Officers, and Others

7.01 Protection of Directors and Officers

No Director, Officer, or committee member of the Association is liable for the acts, neglects or defaults of any other Director, Officer, committee member or agent of the Association or for any loss, damage or misfortune whatever which may happen in the execution of the duties of their respective office if they have

  1. acted lawfully and in good faith; and
  2. exercised their powers and discharged their duties in accordance with the Association’s By-law.

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8.00 Conflict of Interest

8.01 Conflict of Interest

A Director or Officer shall declare that they have a conflict of interest whenever they or one of their family members is directly or indirectly involved in a contract, transaction, material transaction, or proposed contract, transaction, or material transaction with the Association. The Board will determine how the conflict of interest will be handled.

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9.00 Notices

9.01 Service

Any notice required to be sent to any Retiree, Member, or Director shall be delivered by email and/or other electronic means to the latest address as shown in the records of the Association.

9.02 Error or Omission in Giving Notice

The accidental omission to give notice or the non-receipt of notice by any person where the Association has provided notice in accordance with the By-law or any error in notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained.

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10.00 Dissolution

In the event of the dissolution of the Association, any or all the remaining assets after payment of any liabilities shall be distributed equally to the Waterloo Retirees Scholarship Fund (start date 5/23/2001) and Retirees Bursary Fund (start date 7/3/1992).

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11.00 Adoption and Amendment of Bylaw 

11.01 Amendments to Bylaw

The Board may enact, amend, repeal, or replace this bylaw, to be in effect until the next Meeting of Members. The enacted, amended, repealed, or replaced by-law shall be accepted or denied by special resolution at the next Meeting of Members.

11.02 Notice of Amendments

Notice and a copy of the amended by-law shall be made available to the Members at least four weeks prior to the date of the Meeting of Members.

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Adopted on May 14, 2025: Constituting Bylaw (2025) 
Repealed on May 14, 2025: Constitution and Bylaws (2016)

President: Ron Champion
Secretary: Joseph Allen