CONSTITUTION OF THE WATERLOO SCIENCE ENDOWMENT FUND
March 2009
1. NAME AND FUNCTION
The name of the organization is the Waterloo Science Endowment Fund, hereinafter referred to as the "Endowment Fund". It is to function as a semi-autonomous, non-profit organization with the University of Waterloo, hereinafter referred to as the "University".
2. PURPOSE
The objects of the Endowment Fund are subject to Section 3 of the University of Waterloo Act, 1972, to raise funds to be used for an On-going Commitment to Improving Undergraduate Science Education at the University of Waterloo, and to make recommendations with respect to the investment and administration of such funds, and the application of such funds, in furtherance of such improvement. Only funds generated through the investment of donations, hereinafter referred to as "Income" shall be spent. The term "Funds" when used in this constitution shall mean the funds raised by the Endowment Fund and held by the University on separate account in accordance with this constitution and all income accrued thereto.
The Endowment Fund is always to act in the best interests of undergraduate science education and to make recommendations only with respect to expenditure of Income in a fair and equitable manner keeping in mind the needs of undergraduate science education at the University of Waterloo.
The Endowment Fund shall recommend the use of the Funds for such science needs as teaching resources, laboratory equipment and student projects of an educational nature and such other purposes as the Endowment Fund shall consider appropriate.
3. POWERS
To achieve the purposes and objects aforesaid, the Endowment Fund 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:
a. To solicit funds in ways approved by the University of Waterloo;
b. To guide the University of Waterloo by making recommendations to the administration of the University with respect to the use of the Funds held by the University on behalf of the Endowment Fund;
c. To receive a monthly and yearly report from the University with respect to the income and 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;
d. No Power to Sign on Behalf of the University
The Endowment Fund 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 shall be directed by the Board of Governors of the University;
e. Faculty of Science not to be Affected
And provided further that the powers of the Directors of the Endowment Fund 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 Science in the exercise of its powers, authorities, duties, or regular conduct of its affairs. The funds raised for the Endowment Fund and the interest earned shall not have an adverse effect on the funding of the Faculty of Science and shall be held by the University in a separate account separate from all general funds of the University;
f. University to be Reimbursed for Expenses
And provided further that all direct expenses of the Endowment Fund shall be paid by the Endowment Fund from its earnings, and that the general accounts of the University shall be fully reimbursed from the particular accounts of the Endowment Fund, unless otherwise stipulated in a written agreement with the University, for all or any services provided to the Endowment Fund or expenditures made by the University in connection with management or operation of the Endowment Fund including the cost of hiring a separate money manager to administer the Funds;
g. Periodic Review by the University
And provided further that the Endowment Funds 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 or Endowment Funds or similar groups which may be established under the authority of the Board of Governors or the Senate of the University.
4. DIRECTORS
The affairs of the Endowment Fund 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 the Endowment Fund.
All by-laws of the Endowment Fund and amendments thereto must be approved by a majority of the Board of Directors at a meeting duly called for that purpose. Two thirds (2/3) of the members of the Board of Directors present in person shall constitute a quorum for approval of such by-laws and amendments.
a. Members of the Board of Directors
There shall be a minimum of twelve (12) and a maximum of twenty (20) provided that there shall always be a minimum of two-thirds (2/3) majority of Student and Alumni directors on the Board of Directors.
The Board of Directors shall consist of the following voting members, who must be a minimum of 18 years of age:
i. The Dean of Science (ex-officio);
ii. The President of the Science Society (ex-officio) or delegate;
iii. The President of the Optometry Student Society (ex-officio) or delegate;
iv. The president of the Pharmacy Student Society (ex-officio) or delegate:
v. The Executive Director of the Faculty of Science Foundation (ex-officio) or delegate;
vi. At least one (1) Science Alumni representative as appointed by the Dean of Science;
vii. At least Ten (10) student representatives from a variety of different programs representative of enrolment. One department shall not represent more than 50% of the student representatives.
b. 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 twenty-four (24) months from the date of appointment or election. Directors shall be eligible for re-election.
The office of director shall be automatically vacated:
i. If a director resigns an office by delivering a written resignation to the secretary of the Endowment Fund;
ii. If the director is found by a court to be of unsound mind;
iii. If the director becomes bankrupt;
iv. If in a general meeting of the Board of Director members, duly called for that purpose, a resolution is passed by three quarters (3/4) of the members present at the meeting that the director be removed from office;
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 the Endowment Fund.
5. MEMBERSHIP OF THE ENDOWMENT FUND
Membership shall include but not be limited to, all Full Time University of Waterloo Undergraduate Science Students, and members of the Board of Directors and Funding Council. There shall be no membership fees or dues.
6. ANNUAL GENERAL MEETING
The directors of the Endowment Fund 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 announced at the annual Funding Allocation meeting. The general meeting shall be hosted by the directors and shall be used to wrap up the activities each term, and to allow opinions, comments, or concerns from the University of Waterloo body to be heard.
7. FUNDING ALLOCATION MEETING
The directors of the Endowment Fund shall call an annual Funding Allocation Meeting on a day and at a time as determined by the directors. The Funding Allocation Meeting shall be called to review and approve requests for the use of allocated Endowment Funds.
Approval of a Funding request shall be carried out by the Funding Council members, and shall constitute one-half majority vote of the voting members present at the meeting. Quorum at the Funding Allocation Meeting shall be defined as a minimum of twenty (20) voting members.
8. FUNDING COUNCIL
The review and approval of Endowment Funds shall be managed by Funding Council. Members of the Funding Council shall act as a body representing each undergraduate Science discipline in a fair manner. At least half of all present voting Council members must be students and each undergraduate Science discipline shall be represented in a fair manner.
The following persons shall constitute voting members of the Funding Council:
a. A minimum of twenty (20) voting student member's from the student body at large representing all Science disciplines;
b. Six (6) faculty members as appointed by the Director of the School of Optometry, Director of the School of Pharmacy, and the departmental Chairs;
c. The Assistant Dean of Science, Special Projects (ex-officio), or an alternate representative of the Dean of Science;
d. Any actively contributing UW Science alumni;
e. The Endowment Executive Director will serve as the Chair and shall only vote in the event of a tie.
f. The Board of Directors shall not constitute voting members but can be in attendance of the Funding council meeting.
9. AUDITORS
The accounts of the Endowment Fund shall be audited by the Auditors of the University, who are appointed by the Board of Governors. In the event that the Endowment Fund requests an additional audit, any expenses for fees or services for such audits shall be charged to the particular accounts of the Endowment Fund.
10. AMENDMENT TO CONSTITUTION
Any constitutional amendment can only be enacted by a referendum of Endowment Fund members with a simple majority.
11. APPROVAL OF THE CONSTITUTION
Before becoming effective, the Constitution of the Endowment Fund and any amendments thereto shall be approved by the Board of Governors of the University.
12. ESTABLISHMENT OF A SEPARATE FOUNDATION
In the event that the members, through a majority vote to the effect at a membership referendum, determine that it is desirable to set up a new endowment fund with similar objects to the Endowment Fund but wholly separate from the University, a separate Endowment Fund may be set up (hereinafter referred to as the "New Endowment Fund") and this Constitution shall continue to apply to the Funds held by the University of Waterloo.
Provided, however, that if the Board of Governors of the University after consideration of the objects and powers of the New Endowment Fund, determine that is in the best interest of the University to transfer the Funds, and Revenue Canada and the Public Trustee for the Province of Ontario approve such transfer, the University shall transfer the Funds to the New Endowment Fund upon such terms and conditions as the Board of Governors of the University may direct. After such transfer is finalized, the Endowment Fund shall be dissolved.
13. DISSOLUTION
If for any reason the Endowment Fund is dissolved and Funds are not transferred to a New Endowment Fund, then the following restrictions to dissolution apply:
a. 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 Science, for the purposes of benefitting Undergraduate Programs in the Faculty of Science at the University;
b. If the Faculty of Science 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 direct;
c. Voluntary dissolution shall take place only after a majority vote to that effect at a membership referendum. The majority vote shall be based on the number of votes cast.
14. DRAFTING BY-LAWS
The directors of the Endowment Fund, at their earliest convenience and subsequently as may be required, shall draft by-laws in concert with the general aims and objectives of the Endowment Fund relevant to the management of the affairs of the Endowment Fund and the procedures of the meetings of members, the meetings of directors and the meetings of the Funding Council and without limiting the generality of the foregoing; these shall include at least the following:
a. Definition of quorum, frequency of regular meetings, notice of meetings, minutes, and records, etc.;
b. Formality of making and passing resolutions, and voting procedures;
c. Establishment of officers of the Endowment Fund, and their duties and responsibilities;
d. Establishment of any standing committees, such as an executive committee, and their powers, duties, or responsibilities;
e. 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's Treasurer, and the University's Auditors.
AUTHENTICATION OF ACTS OF DIRECTORS
All acts of the directors of the Endowment Fund shall be taken or confirmed by way of resolution of the directors passed at a duly constituted meeting and duly recorded by written minutes. Within a period of not more than ten days following the date of any duly constituted meeting of the directors, a copy of the minutes of the said meetings shall be forwarded or delivered, as indicated above, to the University offices of the President, the Vice-President Academic and Provost, and the Treasurer.
NO GAIN TO DIRECTORS
The Endowment Fund shall be carried on without the purpose of gain for its directors and any profits or other accretions to the Endowment Fund shall be used in promoting its objects