SCARBOROUGH CAMPUS STUDENTS' UNION UNIVERSITY OF TORONTO BY-LAW NO.

SCARBOROUGH CAMPUS STUDENTS' UNION UNIVERSITY OF TORONTO BY-LAW NO.

SCARBOROUGH CAMPUS STUDENTS’ UNION UNIVERSITY OF TORONTO BY-LAW NO. 1

SCSU Bylaw 1 Page 2 of 25 TABLE OF CONTENTS 1. NAME, HEAD OFFICE AND SEAL 5 Name Head Office Seal 2. INTERPRETATION 5 – 7 Definitions Number and Gender Act to Govern 3. MEMBERSHIP AND FEES 7 – 8 Members Other Members Membership Non-Transferable Membership Fee Collection 4. MEETINGS OF THE MEMBERS 8 – 11 Annual Meeting General Meeting Requisition of Meeting Notices Meeting of Members in the Summer Absence of the Chair Persons Entitled to be Present Quorum Right to Vote Proxies Scrutineers Meeting Procedure Votes to Govern Show of Hands Polls Casting Vote Adjournment 5.

DIRECTORS 11 – 13 Duties of Directors Eligibility Academic Requirements Term of Office Attendance at Meetings Removal of Directors

SCSU Bylaw 1 Page 3 of 25 Vacancies Vacancies of the Office of the President Vacancies of the Office of an elected Vice-President Interest of Director in Contracts Variation of Duties Unimpaired Access 6. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 13 – 14 Indemnity of Directors, Officers and Employees Insurance 7. BOARD OF DIRECTORS 14 – 16 Powers and Duties Composition of the Board Meetings of the Board Joint Meeting Notice of Board Meetings Procedure Open to the Public Agents and Attorneys Minutes Rescission of Resolutions Notice of Resolution Attendance of the Auditor and Legal Representative of the Corporation Place of Meetings Votes to Govern Quorum Voting Secret Ballot Action by the Board Requisition of Referendum In Camera Final Authority 8.

EXECUTIVE COMMITTEE 17 Powers and Duties Executive Committee Composition Meetings Place of Meetings Quorum Voting Special Powers 9. OFFICERS 18 - 19 Positions Academic Restrictions

SCSU Bylaw 1 Page 4 of 25 Employment Related Restrictions Duties of the President Duties of the Vice-Presidents Duties of the Vice-President Operations Duties of the Chair Duties of the Vice-Chair Limit of Terms Execution of Instruments 10. STANDING COMMITTEES 19 Purpose Committee Membership 11. FINANCIAL MATTERS 19 – 21 Expenditure of Funds Preparation of the Budgets Annual Operating Budget Forecast Budget Approval of Budget Borrowing Additional Borrowing Banking Arrangements Execution of Instruments Fiscal Year Financial Statements 12. NOTICES 21 – 22 Method of Giving Computation of Time Omissions and Errors Waiver of Notice Publication of SCSU Operational Manual 13.

CONSTITUTION AND BY-LAWS 22– 23 Amendments Members’ Approval Alternative Approval by Members Referendum Procedure Approval by Governing Council Effective Date 14. POLICY OF THE STUDENTS’ UNION 23– 24

SCSU Bylaw 1 Page 5 of 25 BY-LAW No. 1 Enacted October 15, 1986 Last Amended November 26th, 2008 A by-law relating generally to the conduct of the affairs of the Scarborough Campus Students' Union, University of Toronto. BE IT ENACTED as a by-law of Scarborough Campus Students' Union, University of Toronto (hereinafter sometimes referred to as "the Corporation"), as follows: Article 1: NAME, HEAD OFFICE, SEAL 1.01 Name - The Corporation shall be named the "Scarborough Campus Students' Union, University of Toronto" and for ease of reference to herein elsewhere variously as "SCSU" or "Students' Union" or "Union".

1.02 Head Office - The Head Office of the Corporation shall be at 1265 Military Trail, Toronto, Ontario M1C 1A4, or at such other place or places within the Municipality of Toronto and Province of Ontario, as the Board of Directors may designate by special resolution.

1.03 Seal - The Seal, an impression of which is stamped in the margin hereof, shall be the seal of the Corporation. Article 2: INTERPRETATION 2.01 Definitions - In this By-law and all other By-laws of the Corporation, unless the context requires otherwise: 2.01.01 "the Act" means the Corporations Act of Ontario or any statute, which may be substituted therefore, as amended from time to time; 2.01.02 "Alumni Council" means those graduates of the University of Toronto who are members of the Alumni Association of the University of Toronto at Scarborough; 2.01.03 “APUS” means the Association of Part-time Undergraduate Students at the University of Toronto; 2.01.04 “Board” means the Board of Directors of the Corporation; 2.01.05 "Campus" or “College” means the college of the University of Toronto at Scarborough; 2.01.06 “Chair of the Board” means the Chair of the SCSU Board of Directors as referred to in Article 9.07, hereinafter referred to as the Chair; 2.01.07 "College Council” or “Council of the University of Toronto at Scarborough" means the governing body at the University of Toronto at Scarborough; 2.01.08 “Computer and Mathematical Sciences Representative” means an undergraduate student, duly enrolled in a program in the Department of Computer and Mathematical Sciences at the University of Toronto at

SCSU Bylaw 1 Page 6 of 25 Scarborough, who serves as an undergraduate student representative on the Academic Committee of College Council; 2.01.09 “Constitution” means the document prescribing the fundamental principles of the Corporation; 2.01.10 “Director” means all member of the SCSU Board of Directors, including ex officio Directors officers and voting Directors; 2.01.11 “DSA” means Departmental Student Association as recognized by Student Affairs and each academic department; 2.01.12 "Executive" means, individually, any one member of the Executive Committee referred to in section 8.02, excluding the Chair and Vice Chair; 2.01.13 “Executive Committee” means, collectively, the Executive Committee referred to in Article 8; 2.01.14 “Ex officio Director” means a person who is a Director of the Board by virtue of an office or committee chairmanship held in the society or in the parent state or national society or federation or some allied group; or sometimes in boards outside of organized societies by virtue of a public office.

Ex officio Directors are without a vote at SCSU Board of Director meetings.

2.01.15 “First Year Representative” means an undergraduate student, duly enrolled in their first year of study designated as such by the University of Toronto at Scarborough, who serves as a voting Director on the Board; 2.01.16 “Full-time undergraduate student” means any student designated as such by the University of Toronto at Scarborough; 2.01.17 "Governing Council" means the Governing Council of the University of Toronto, or such other body as may succeed the Governing Council or be substituted therefore from time to time; 2.01.18 “GSA” means the Graduate Students’ Association of UTSC; 2.01.19 “GSU” means the Graduate Student Union at the University of Toronto; 2.01.20 "Humanities Representative" means an undergraduate student, duly enrolled in a program in the Department of Humanities at the University of Toronto at Scarborough, who serves as an undergraduate student representative on the Academic Committee of College Council; 2.01.21 "Letters Patent" means the letters patent of incorporation of the Corporation as may be amended or re-stated from time to time; 2.01.22 "Life Sciences Representative" means an undergraduate student, duly enrolled in a program in the Department of Life Sciences at the University of Toronto at Scarborough, who serves as an undergraduate student representative on the Academic Committee of College Council; 2.01.23 "Management Representative" means an undergraduate student, duly enrolled in a program in the Division of Management at the University of Toronto at Scarborough, who serves as an undergraduate student representative on the Academic Committee of College Council; 2.01.24 “Meeting of Members”, wherever it occurs in this By-law, shall mean and include an annual meeting of members, section 4.01, and a general meeting of members, section 4.02; 2.01.25 "Member" means a person who is defined as a member of the Corporation under Article 3; 2.01.26 “Minutes” are the written record of the business conducted at a meeting;

SCSU Bylaw 1 Page 7 of 25 2.01.27 “Officer” individually, any one member of the Executive Committee referred to in Article 9; 2.01.28 “Part Time Director” means a student, duly enrolled as a part-time undergraduate student at the University of Toronto Scarborough, who serves as a voting Director on the Board and has not been elected into an executive, first year representative or departmental constituency based director position. 2.01.29 “Part-time undergraduate student” means any student designated as such by the University of Toronto at Scarborough; 2.01.30 "Person" includes individuals, bodies corporate, partnerships, trusts and unincorporated associations; 2.01.31 "Physical and Environmental Sciences Representative” means an undergraduate student, duly enrolled in a program in the Department of Physical and Environmental Sciences at the University of Toronto at Scarborough, who serves as an undergraduate student representative on the Academic Committee of College Council; 2.01.32 “Plebiscite” shall refer to a vote by the membership for determining popular opinion on a question of significant importance; 2.01.33 “Referendum” shall refer to a vote by the membership for achieving final approval on a question of significant importance; 2.01.34 "SAC" means the Students' Administrative Council of the University of Toronto; 2.01.35 "SCAA" means the Scarborough Campus Athletic Association; 2.01.36 “SCSU Operational Manual” shall be collectively: the Constitution, ByLaws and Policies of the Students’ Union; 2.01.37 “Session” shall mean the Summer (May-August), Fall (SeptemberDecember), or Winter (January-April) session as defined by the University; 2.01.38 "Social Sciences Representative” means an undergraduate student, duly enrolled in a program in the Department of Social Sciences at the University of Toronto at Scarborough, who serves as an undergraduate student representative on the Academic Committee of College Council; 2.01.39 "SRC" means the Scarborough Residence Council; 2.01.40 "Student" means an individual enrolled in an academic program at UTSC; 2.01.41 “Term in Office” means the period in which a Director retains their position between May 15th to May 14th of the following year; 2.01.42 “Union" or "Students' Union" means the Corporation, including its entire Board of Directors from time to time; 2.01.43 "University" means the University of Toronto; 2.01.44 “UTSC” means the University of Toronto at Scarborough; 2.01.45 “Voting Director” means a Director of the SCSU Board of Directors who is able to vote; 2.01.46 “Operational Manual” means the policies and bylaws of the Corporation in their totality.

2.02 Number and Gender - Words importing only the singular number include, where the context permits or requires, the plural and vice versa; similarly, all words importing only a single gender include, where the context permits or requires, the female, male and neuter gender.

SCSU Bylaw 1 Page 8 of 25 2.03 Act to Govern - All words used in this By-law and defined in the Act shall have the meanings given to such words in the Act. 2.04 The definitions provided in By-Law 1, Section 2.01 shall apply to the policies of the Corporation unless the policies otherwise provide.

Article 3: MEMBERSHIP AND FEES 3.01 Members - All full-time undergraduate students and all part-time undergraduate students of the UTSC are deemed members of the Corporation upon payment of the prescribed annual membership fee pursuant to article 3.04 hereof. 3.02 Other Members - Any other person defined as a student of the UTSC pursuant to the University of Toronto Act, 1971, as amended from time to time, may become a member of the Corporation on payment to the Corporation of the prescribed annual membership fee pursuant to article 3.04 hereof.

3.03 Membership Non-Transferable - The interest of a member in the Corporation is not transferable and ceases to exist upon the member's death or upon the member's withdrawal, suspension or expulsion from the University or College; or upon the member ceasing to be qualified for membership pursuant to article 3.01 or 3.02 hereof; or upon the member's failure to pay the prescribed annual membership fee. 3.04 Membership Fee: 3.04.01 The per session full-time membership fee shall be TWENTY SEVEN and 36/100 DOLLARS ($27.36) in 2004-2005; 3.04.02 The per session part-time membership fee shall be ONE and 41/100 DOLLARS ($1.41) IN 2004-2005; 3.04.03 Upon a resolution of the Board, the membership fee for each subsequent year shall include an inflationary cost of living adjustment as determined by Governing Council.

3.05 Collection - The Corporation may enter into an agreement or arrangement with the University whereby the University shall collect the annual membership fees of the Corporation from members, together with student tuition payments, and remit such membership fees to the Corporation in a manner satisfactory to the Board; in satisfaction of the membership obligations of the members. 3.06 The membership year for the Corporation shall be from September 1st , to August 31st of each year. Article 4: MEETINGS OF THE MEMBERS 4.01 Annual Meeting - The annual meeting of members shall be held on such day in each year and at such time and at such place on or in the vicinity of the College as the Board or the Executive Committee may from time to time determine, to be held not later than November 30th, for the purposes of receiving the financial statements and the auditor's report thereon, appointing auditors for the ensuing year and authorizing the Board to fix the remuneration of the auditors.

At least fourteen days before the

SCSU Bylaw 1 Page 9 of 25 annual meeting, the Corporation shall cause a copy of the balance sheet and statement of income and expenses, extracted from the Corporation's financial statements, and the auditor's report thereon, to be published in a continuing student publication and/or a document circulated generally on Campus by the Board. Copies of the complete financial statements shall be made available for inspection at the head office of the Corporation. Notice of the date, time and place of the annual meeting of members shall be given to the auditors in writing at least fourteen (14) days before the meeting.

4.02 General Meeting - The Board or the Executive Committee shall have the power at any time to call a general meeting of the members of the Corporation to be held on such date and at such time and at such place on or in the vicinity of the Campus as may be determined by the Board, the Executive Committee or the persons calling the meeting. 4.03 Requisition of Meeting - Not less than five hundred (500) or ten per cent (10%) of the members of the Corporation, whichever is less, may requisition the Directors to hold a meeting of members for the purposes stated in the requisition. The requisition may consist of several documents of like form each signed by the requisitionists, shall state the purpose of the meeting and shall be deposited at the head office of the Corporation.

Upon deposit of the requisition, the Directors shall forthwith call a general meeting of the members for the purposes stated in the requisition. If the Directors do not, within thirty (30) days after deposit of the requisition, call a meeting, any of the requisitionists may call the meeting. A meeting called pursuant to this article 4.03 shall be held as nearly as possible in the same manner as meetings are held under the By-laws.

4.04 Notices - Notice of the date, time and place of every meeting of members shall be given to members by publication at least once a week for two consecutive weeks preceding the meeting in a continuing student publication and/or a document circulated generally on Campus by the Board. Notice of a meeting of members shall state the general nature of the business that is to be transacted thereat. 4.05 Meetings of Members in the Summer - Notwithstanding the foregoing provisions, no meeting of members shall be held during the period of the last day of classes in the Winter session to two (2) weeks after the first day of the Fall session.

4.06 Absence of the Chair: 4.06.01 In the absence of the Chair and Vice-Chair of the Board, any other Director of the Corporation may be the chair at any meeting of members and if none of the said Directors are present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose a chair from amongst themselves; 4.06.02 The Vice Chair of the Board shall act as the Secretariat at any meeting of members or, if the Vice Chair is absent, the chair of the meeting shall appoint some person, to act as Secretariat of the meeting. 4.07 Persons Entitled to be Present – Other than members, the only persons entitled to attend a meeting of members, although not entitled to vote, shall be the employees of the Corporation, the auditor of the Corporation, the legal representative of the Corporation and others who are required either for the business being discussed or

SCSU Bylaw 1 Page 10 of 25 under any provision of the Act, the Letters Patent or the By-Laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by a resolution at the meeting. 4.08 Quorum - A quorum for the transaction of business at any meeting of members shall be not less than five per cent (5%) of the members of the Corporation, of whom at least forty (40) shall be present in person. 4.09 Right to Vote - At a meeting of members, each member of the Corporation shall be entitled to one (1) vote. The status of a person as a member shall be established by presentation of a valid student identity card or by such other means as determined by the Board.

4.10 Proxies - Every member entitled to vote at a meeting of members may by means of a proxy appoint a person, who is a member, as her or his nominee to attend and act at the meeting in such manner and to the extent and with the power conferred by the proxy. No one person shall be able to hold more than twenty-five (25) proxies. The proxy shall: 4.10.01 be in writing executed by the member of her or his attorney authorized in writing and shall confirm with the requirements of the Act.; 4.10.02 be valid only for the meeting specified therein, as such meeting may be adjourned from time to time, but in any case shall cease to be valid after the expiration of fourteen (14) days from the date thereof.; 4.10.03 be deposited with the Vice Chair of the Board forty-eight (48) hours (Two business days) before the meeting of members; 4.10.04 specify what motion(s) to which it pertains.

4.11 Scrutineers - At each meeting of members one or more scrutineers who need not be members of the Corporation may be appointed by a resolution at the meeting or by the chair of the meeting to serve at the meeting.

4.12 Meeting Procedure - Subject to the Letters Patent, the Bylaws and the Act, the procedure at meetings of members shall be governed by Robert's Rules of Order, Newly Revised. 4.13 Votes to Govern - Unless otherwise required by the Letters Patent or the By-laws of the Corporation or by law, all questions proposed for the consideration of members at a meeting of members shall be determined by a majority of the votes cast. 4.14 Show of Hands - Subject to the provisions of the Act, any question at a meeting of members shall be decided by a show of hands unless a poll thereon is required or demanded as hereinafter provided.

Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a poll is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or the proportion of the votes recorded in favour or against any resolution or other proceeding in respect of the said question and the result of the vote so taken shall be the decision of the members upon the said question.

SCSU Bylaw 1 Page 11 of 25 4.15 Polls - On any question proposed for consideration at a meeting of members and whether or not a show of hands has been taken thereon, the chair of the meeting may require or any person entitled to vote on a question may demand a poll thereon. A poll so required or demanded shall be taken in such manner, as the chair shall direct. The requirement or demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll each person present shall be entitled to that number of votes provided by the By-laws and the result of the polls so taken shall be the decision of the members upon the said question.

4.16 Casting Vote - In case of an equality of votes at any meeting of members, either upon a show of hands or upon a poll, the chair of the meeting shall cast a single deciding vote. 4.17 Adjournment - The chair presiding at a meeting of members may, with the consent of the meeting and subject to such conditions as the majority of members at the meeting may decide, adjourn the meeting from time to time. Article 5: DIRECTORS 5.01 Duties of Directors - Directors shall act with diligence, honesty and good faith in the best interests of the Corporation.

5.01.01 All Directors shall be required to sign a document declaring their agreement to abide by the SCSU Operational Manual as administered by the Chair of the Board.

5.02 Eligibility - Each voting Director shall at the time of her or his nomination and election to office be a member of the Corporation. A voting Director of the Corporation shall not be eligible to be elected to, or remain in such office: 5.02.01 if at any time she or he shall become of unsound mind or are found by any court of competent jurisdiction to be mentally incompetent; 5.02.02 if at any time she or he shall become bankrupt; 5.02.03 upon the submission of her or his written resignation from such office; 5.02.04 upon her or his removal from such office pursuant to articles 5.05 and 5.06; 5.02.05 while she or he is, or upon her or his becoming a member of the board of directors of any student media within the University of Toronto, including but not limited to Scarborough College Students Press (SCSP), the Varsity and/or Scarborough Campus Community Radio (SCCR) or an employee thereof; 5.02.06 unless she or he will be at least eighteen (18) years of age before the established ratification date for the election results; 5.02.07 if she or he does not meet the academic requirements pursuant to section 5.03.

5.03 Academic Requirements - All voting Directors and Officers shall take no less than (0.5) credits during their term of office and have been registered in such credit no later than the beginning of the Fall Session, regardless of whether the credit course begins in May, September or January. If for academic or personal reasons the voting Director or Officer must drop the course, then she or he may do so, only after seven (7) weeks into the term when the course is being taken.

SCSU Bylaw 1 Page 12 of 25 5.04 Term of Office - The Directors of the Board elected in the Spring Election shall take office as of May 15th and in accordance with the provisions of Section 7.02 hereof and shall hold office until May 14th of the following year or until removed from office pursuant to sections 5.05 and 5.06 of this By-law.

The Directors elected in the Fall Election shall take office upon resolution of the Board to accept the election results and shall hold office until May 14th of the following year or until removed from office pursuant to sections 5.05 and 5.06 of this By-law. 5.05 Attendance at Meetings: Officers and voting Directors of the Board shall: 5.05.01 Be in attendance of every meeting of the Board; 5.05.02 Be permitted to take leave of absence of upto two months, where their absence would not count towards quorum and would not be counted towards their non-attendance, provided that all the following apply: 5.05.02.01 A letter is given to the Chair indicating the start date and end date of the leave of absence; 5.05.02.02 Does not apply to Officers 5.05.02.03 The Chair should give notice of said Director’s leave of absence to Board members.

5.05.03 Be permitted to miss meetings of the Board, without it counting towards their non-attendance, provided that all the following apply: 5.05.03.01 Meeting was missed in the carrying out of Board business 5.05.03.02 Chair is provided sufficient notice ahead of the meeting 5.05.03.03 Chair accepts Director’s explanation that it is Board business keeping the Director from attending the meeting 5.05.03.04 Chair of the meeting is required to announce at the beginning of said Board meeting reason for Director missing meeting, and makes ruling that said Director’s absence will not count towards said Director’s non-attendance count.

5.05.03.05 Board does not successfully challenge the Chair’s ruling. 5.05.04 Be deemed to have resigned following non-attendance of three (3) meetings. Her or his position shall be considered vacant unless, at the next meeting of the Board, the said Director provides justification to the Board acceptable to two-thirds majority of Directors present. Any reinstated Director who is absent from two (2) further meetings shall be deemed permanently resigned, and her or his position shall be considered vacant.

5.05.05 Notwithstanding the forgoing, Officers and voting Directors of the Board shall be permitted to miss two (2) emergency meetings of the Board without it counting towards their non-attendance, provided that all the following apply: 5.05.05.01 Chair is provided sufficient notice ahead of the meeting; 5.05.05.02 Chair of the meeting is required to announce at the beginning of said Board meeting reason for Director missing meeting, and makes ruling that said Director’s absence will not count towards said Director’s non-attendance count.

5.05.05.03 Board does not successfully appeal the Chair’s ruling. 5.06 Removal of Voting Directors: 5.06.01 Upon requisition of at least ten per cent (10%) of the members who are students in a constituency which elected a Director, the Board shall cause

SCSU Bylaw 1 Page 13 of 25 a referendum to be held to determine whether the Director named in the requisition should be removed from office, no later than twenty (20) days following deposit of the requisition at the head office of the Corporation. A requisition shall be signed by the requisitionists and shall be deposited at the head office of the Corporation and may consist of several documents in like form, each signed by one or more requisitionists.

The referendum shall be conducted in accordance with the provisions of section 5 of By-law No. 2. The voting Director named in the requisition shall be removed from office upon a majority of the votes in such referendum being cast in favour of her or his removal. A voting Director who has been removed from office pursuant to article 5.06.01 may stand for re-election or stand for appointment pursuant to 5.07. 5.07 Vacancies - If a vacancy should occur in the Board, a By-election shall be held in the constituency which elected the Director whose office has been vacated pursuant to the provisions of section 2.04 of By-Law No.

2 and shall not be filled by the Directors remaining in office with the exception of the following provisions: 5.07.01 if a vacancy in an elected Executive position occurs following the Spring Elections, the Board may appoint any person, who is otherwise eligible for such position, to fill the position until the Fall Elections, through a process analogous to the VP Hiring process, in which hired Officers shall not participate as members of the hiring committee; 5.07.02 if a vacancy in an elected Executive position occurs following the Fall Elections, the Board may appoint any person, who is otherwise eligible for such position, to fill the position for the balance of the term, through a process analogous to the VP Hiring process, in which hired Officers shall not participate as members of the hiring committee; 5.07.03 not withstanding the forgoing, any vacancy in the voting Board may be filled through a By-Election, or the discretion of the Board.

5.08 Vacancies of the Office of the President - Upon the office of President becoming vacant, the Board shall act pursuant to section 5.07. Until the vacancy is filled, the Vice President Academics, or the Vice President External, or the Vice President Students and Equity (in that order) shall serve as acting President, or if none are able to act, the Board shall designate another member of the Union to serve as acting President.

5.09 Vacancies of the Office of an elected Vice-President - Upon an office of a VicePresident becoming vacant, the Board shall act pursuant to article 5.07. During the vacancy the President shall fulfill the duties of such office unless and until the Board shall appoint another individual to do so. 5.10 Interest of Directors in Contracts - Subject to the provisions of the Act, every Director of the Corporation who has, directly or indirectly, any material interest in any material contract or transaction to which the Corporation or a subsidiary thereof is or is to be a party, other than a contract or remuneration as a Director, officer or employee, shall disclose her or his interest in such contract or transaction in accordance with the requirements of the Act and shall refrain from voting in respect thereof at any meeting of the Board, and any Director so disclosing her or his interest will not be counted as being present at the meeting for the purpose of determining whether a quorum is present at the time a vote is taken in respect of the contract or

SCSU Bylaw 1 Page 14 of 25 transaction in which she or he has disclosed her or his interest. Notwithstanding the foregoing, a Director shall not be deemed to have a material interest in any matter by mere reason that the matter involves or affects the constituency to which elected such Director. A Director shall be free to vote on any question affecting the constituency to which elected her or him, including grants or other financial assistance to such constituency. 5.11 Variation of Duties - From time to time the Board may vary, add to or limit the powers and duties of any Director, agent or attorney of the Corporation.

5.12 Unimpaired Access - Each individual Director of a not-for-profit corporation is also responsible for his or her own acts and omissions while in office. Every Officer and voting Director must have unimpaired access to all the resources of the Corporation as necessary in order to effectively perform their management duties. Article 6: PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 6.01 Indemnity of Directors, Officers and Employees - Every Director, officer and employee of the Corporation and her or his heirs, executors, administrators and other legal personal representatives shall from time to time be indemnified and saved harmless by the Corporation from and against: 6.01.01 any liability and all costs, charges and expenses that she or he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against her or him for or in respect of anything done or permitted by her or him in respect of the execution of her or his duties, and; 6.01.02 all other costs, charges and expenses that she or he sustains or incurs in respect of the affairs of the Corporation, provided that no Director or officer of the Corporation shall be indemnified by the Corporation in respect of any liability, costs, charges or expenses that she or he sustains or incurs in or about any action brought against her or him in her or his capacity as Director or officer, unless she or he has achieved complete or substantial success as a defendant.

6.02 Insurance - Subject to the provisions of the Act, the Corporation may purchase and maintain such insurance for the benefit of its Directors, officers or employees, in their respective capacities as such, as the Board may from time to time determine. Article 7: BOARD OF DIRECTORS 7.01 Powers and Duties - The Board administers the affairs of the Corporation in every respect and has full powers to manage the affairs of the Corporation, conclude or cause to be concluded, in its name, any contract that it may legally conclude and, subject to the By-laws, exercise in general all powers and take measures allowed by the Letters Patent and applicable laws.

7.02 Composition of the Board – The voting Directors of the Board shall be elected pursuant to By-Law No. 2. Ex officio directors shall be able to speak at meetings of Board, however an ex officio Director shall not have a vote. The Chair and Vice-

SCSU Bylaw 1 Page 15 of 25 Chair shall be appointed by the Board pursuant to Article 9. The Board is composed of: 7.02.01 Fifteen (15) Directors; 7.02.02 the First Year Representatives (two); 7.02.03 Part Time Director; 7.02.04 the President; 7.02.05 the Vice-President Academics; 7.02.06 the Vice-President External; 7.02.07 the Vice-President Students and Equity; 7.02.08 the Vice-President Campus Life, ex officio; 7.02.09 the Vice-President Human Resources, ex officio; 7.02.10 the Vice-President Operations, ex officio; 7.02.11 APUS President or designate, ex officio; 7.02.12 GSA President or designate, ex officio; 7.02.13 GSU President or designate , ex officio; 7.02.14 SAC President or designate, ex officio; 7.02.15 SCAA President or designate, ex officio; 7.02.16 SRC President or designate, ex officio; 7.02.17 All Undergraduate Student Representatives on the Council on Student Services, ex officio; 7.02.18 All Undergraduate Student Representatives on the Governing Council and its Boards and Committees, ex officio; 7.02.19 All Undergraduate Student Representatives on the UTSC College Council and its Committees, ex officio; 7.02.20 UTSC Women’s Centre External Coordinating Chair or designate, ex officio; 7.02.21 Students for Literacy Moderator/Coordinating Chair or designate, ex officio; 7.02.22 President (or equivalent) or designate of each DSA, ex officio.

7.03 Meetings of the Board - The Board shall meet at least six (6) times per session during its term of office. There shall be at least one meeting per month. 7.04 Joint Meeting - The outgoing Board shall call a joint meeting of the incumbent and the newly-elected Directors to be held no later than May 14th on notice to both incumbent and newly-elected Directors. The incumbent Directors shall hold a meeting at which only the incumbent Directors shall be entitled to vote for the purpose of considering the year end reports of the members of the Board, considering and adopting the minutes and reports of all committees that may properly be brought before the Board.

The newly-elected Directors shall take office on May 15th and thereafter shall hold a meeting of the Board at which only the newly-elected Directors shall be entitled to vote. There shall be no regular meetings of the Board between the Joint Meeting and May 15th when the newly-elected Directors take office.

7.05 Notice of Board Meetings - The Chair shall, no later than September 30, give notice of the time, place and date of regular meetings of the Directors for the academic year, and shall forthwith publish such notice in a continuing student publication. Written notice of meetings of Directors shall be given no less than forty-eight (48) hours before the time when the meeting is to be held. Notice is not necessary if all Directors are present or if those absent waive notice or otherwise specify their consent to the

SCSU Bylaw 1 Page 16 of 25 holding of such meeting.

The Chair, the Executive Committee, or collectively, any four voting Directors have the power to call emergency meetings of the Board. 7.06 Procedure - Subject to the Letters Patent and By-laws, Robert's Rules of Order, Newly Revised, shall be the rules of procedure of the Board. 7.07 Open to the Public - All meetings of the Board shall be open to the public unless the Board shall move in-camera pursuant to article 7.19. 7.08 Agents and Attorneys - The Board shall have the power from time to time to appoint agents or attorneys for the Corporation in or out of Ontario, with such powers of management or otherwise (including the power to sub-delegate) as the Board may determine.

7.09 Minutes - The Board shall keep a written record of all business conducted at all meetings of the Board. 7.10 Rescission of Resolutions - All resolutions passed by the Board shall remain in force until rescinded. Resolutions of the Board may be rescinded by a two-thirds vote of the Directors present and voting or by a majority vote of Directors present and voting if notice of resolution to rescind has been given at least one meeting prior to the meeting at which the resolution is rescinded. 7.11 Notice of Resolution - Notices of resolutions shall include the reading or written submission of the resolution to the Board, the moving and the seconding of the resolution by two voting members of the Board, and the deposit of a copy of the resolution with the Chair for inclusion in the minutes.

7.12 Attendance of the Auditor and Legal Representative of the Corporation - The Auditor and Legal Representative of the Corporation shall be entitled to attend and be heard at meetings of the Board in their respective capacity as such. 7.13 Place of Meetings - Meetings of the Board shall be held on Campus. 7.14 Votes to Govern - Except as otherwise expressly provided in these By-law or Robert's Rules of Order, Newly Revised, at all meetings of the Board, all questions shall be decided by a majority vote of the voting Directors present and voting and, in the case of an equality of votes, the resolution shall be decided by the chair of the meeting by the casting of one vote.

7.15 Quorum - A majority of the voting Directors shall constitute quorum for the transaction of business. 7.16 Voting - A voting Director shall be entitled to cast one vote on any question under consideration at each meeting of Directors. 7.17 Secret Ballot – A motion to vote by secret ballot requires one-third (1/3) support from the Board. 7.17.01 Any motion of reprimand, censure or a vote to reinstate a Director shall be conducted by secret ballot.

SCSU Bylaw 1 Page 17 of 25 7.18 Action by the Board - The Board shall make all determinations and take all action to exercise its powers pursuant to a resolution passed at a meeting of Directors.

7.19 Requisition of Referendum - The Board may by resolution decide to present any question to members for determination by referendum according to article 6 of ByLaw No. 2. Directors shall be free to adopt public positions and make recommendations to the members with respect to such questions. Not less than five hundred (500) or ten per cent (10%) of the members of the Corporation, whichever is less, may requisition the Board to hold a referendum with respect to passing any resolution that may properly be passed at a meeting of the Board. The provisions of articles 4.03 hereof shall apply mutatis mutandis to such requisitions and referendum.

7.20 In Camera – If, at any meeting of the Board matters of a confidential or personal nature are being discussed, the Board, following a two-thirds (2/3) majority vote, may go in-camera. The following rules shall apply to all in-camera sessions: 7.20.01 A motion designating an in-camera session, with as much explanation as possible, must be passed by a two-thirds (2/3) majority vote of the Directors present; 7.20.02 If a person who is not a Director of the Board, wishes to be allowed to be present at an in-camera session, the Board must pass a motion, with a two-thirds (2/3) majority of the Directors supporting said motion.

7.20.03 Once in-camera, no person shall be permitted to leave the session except in cases of ill health, an emergency of some kind (e.g. fire), or following a motion supported by a two-thirds (2/3) majority of the Directors present.

7.20.04 To go ex-camera, a motion with respect to going ex-camera must be passed by a two-thirds (2/3) majority vote of the Directors present 7.21 Final Authority - Authority of the Board shall remain with the Board, irrespective of the delegation of such by the Board to committees, Directors and employees, from time to time. 7.22 The Chair and Vice Chair must be Voting Directors. Article 8: EXECUTIVE COMMITTEE 8.01 Powers and Duties – The Executive Committee shall execute all resolutions of the Board and shall have such specific powers and duties as are provided in this By-Law or as may be delegated to it from time to time by the Board.

Without limiting the foregoing the Executive Committee shall be responsible for: 8.01.01 Making decisions relating to the management of the Corporation and methods of executing resolutions of the Board; 8.01.02 Proposing motions, projects, or suggestions which it thinks useful or necessary, to the Board; 8.01.03 Reporting to the Board at every meeting on: the progress made on executing the resolutions of Board, the decisions made within the jurisdiction of the Executive Committee, and on issues that may concern the Board; 8.01.04 Advising the President in the execution of his or her functions;

SCSU Bylaw 1 Page 18 of 25 8.02 Executive Committee Composition - Collectively, the Officers of the Corporation, pursuant to article 9, shall constitute the Executive Committee membership. 8.03 Meetings - The Executive Committee shall use the same rules of procedure as the Board and shall meet when, where and as provided by such rules or by resolution of the Board. The President shall act as the chair at meetings of the Executive Committee and in her or his absence the Executive Committee shall choose one of its members to act as chair.

8.04 Place of Meetings - Meetings of the Executive Committee shall be held on Campus.

8.05 Quorum - A majority of the Officers shall constitute quorum for the transaction of business. 8.06 Voting – All Officers shall be entitled to cast one vote on any question under consideration at each meeting of the Executive Committee. Every question considered by the Executive Committee shall be determined by a majority of the votes cast on the question and in the case of an equality of votes, the resolution shall be deemed to be defeated.

8.06.01 Appointed Executives shall not have a vote if the meeting is being conducted under section 8.07, and they shall not be counted for quorum purposes either. 8.07 Special Powers - Should it become temporarily impossible for the Board to meet, and should it become urgent to make certain decisions falling within the jurisdiction of the Board, the Executive Committee may assume the powers of the Board until such time as the Board again finds it possible to meet. This special power shall only be used in case of absolute necessity, and decisions made shall be subject to a ratification vote at the next Board meeting.

Article 9: OFFICERS 9.01 Positions - The Officers of the Corporation shall be the: 9.01.01 President; 9.01.02 Vice-President Academics; 9.01.03 Vice-President Campus Life; 9.01.04 Vice-President External; 9.01.05 Vice-President Human Resources; 9.01.06 Vice-President Operations; 9.01.07 Vice-President Students and Equity; 9.01.08 Chair; 9.01.09 Vice-Chair. 9.02 Academic Restrictions – With the exception of the Chair and the Vice-Chair, Officers of the Corporation shall not take more than (1.5) credits during any one session. Should one of these Officers enroll in more than (1.5) credits per session, they shall be deemed to have resigned.

9.03 Employment Related Restrictions – Officers of the Corporation shall not be on a co-op work term or hold a full-time job (24 or more hours a week) during their term

SCSU Bylaw 1 Page 19 of 25 in office. Should an Officer be on a co-op work term or hold a full-time job, they shall be deemed to have resigned. 9.03.01 If the position as Officer is defined as the co-op placement this restriction shall not apply. 9.04 Duties of the President – The President of the Corporation shall: 9.04.01 Serve as the Chief Executive Officer of the Corporation; 9.04.02 Be responsible for the general management and supervision of the affairs and operations of SCSU; 9.04.03 See to the smooth running of the Corporation; 9.04.04 Be the official representative and chief communications officer of the Corporation; 9.04.05 Ensures that the Officers carry out their assigned duties as directed by the Board, the Executive Committee, the SCSU Operational Manual, and their respective job descriptions; 9.04.06 Call regular meetings of the Executive Committee; 9.04.07 Carry out assigned duties as directed by the Board, the Executive Committee, the SCSU Operational Manual and their job description.

9.05 Duties of the Vice-Presidents – The Vice-Presidents of the Corporation shall carry out their assigned duties as directed by the Board, the Executive Committee, the SCSU Operational Manual, and their respective job descriptions. 9.06 Duties of the Vice-President Operations – Notwithstanding article 9.05, the VicePresident Operations of the Corporation shall: 9.06.01 Serve as Chief Financial Officer of the Corporation; 9.06.02 Ensure that the financial records of the Corporation are maintained in proper order and are available for inspection as required by the Act; 9.06.03 Ensure that the financial activities of the Corporation are consistent with the policies of the Corporation and the Act; 9.06.04 Carry out assigned duties as directed by the Board, the Executive Committee, the SCSU Operational Manual and their job description.

9.07 Duties of the Chair – The Chair of the Corporation shall: 9.07.01 Preside at meetings of the Board and of Members; 9.07.02 Provide official interpretation on the resolutions of the Board; 9.07.03 Ensure follow through on all resolutions of the Board; 9.07.04 Carry out assigned duties as directed by the Board, the SCSU Operational Manual and their job description; 9.07.05 Serve as a representative of the Board on the Executive Committee. 9.08 Duties of the Vice-Chair – The Vice-Chair of the Corporation shall: 9.08.01 Serve as the Secretariat of the Board; 9.08.02 Provide official interpretation on the constitution, By-laws and policies of the Corporation; 9.08.03 Ensure the constitution, By-laws and policies of the Corporation are complied with; 9.08.04 Carry out assigned duties as directed by the Board, the SCSU Operational Manual and their job description; 9.08.05 Shall serve as the Chair in his or her absence 9.08.06 Serve as a representative of the Board on the Executive Committee.

SCSU Bylaw 1 Page 20 of 25 9.09 Execution of Instruments - Any Officer may certify under the Corporate seal copies of any By-law, resolution, minutes or other document relating to the Corporation. Any Officer may sign a certificate under the seal of the Corporation as to matters of fact in connection with the Corporation within the purview of the authority of such Officer. Execution of financial instruments pursuant to section 11.09 of this By-law. 9.10 Limit of Terms - No person shall serve as President for more than two consecutive terms.

Article 10: STANDING COMMITTEES 10.01 Purpose - There shall be standing committees of the SCSU, constituted to consider items of business relevant to the SCSU and to make recommendations to the Board.

10.02 Committee Membership - The Board, in accordance with the policies of the Corporation, will appoint new chairs and members to the standing committees at the beginning of each term of office. Article 11: FINANCIAL MATTERS 11.01 Expenditure of Funds - The funds of the Corporation shall be expended pursuant to the Operating Budget approved by the Directors and the SCSU Operational Manual. Withstanding the foregoing, the Executive Committee may not approve any unbudgeted expenditure of the Corporation's funds pursuant to article 8.06 hereof. 11.02 Preparation of the Budgets – All Budgets shall be prepared by the Vice-President Operations,in accordance with the SCSU Operational Manual, based on the Corporation's priorities as determined by the Board.

11.03 Annual Operating Budget - The Vice-President Operations shall present a proposed Operating Budget for the upcoming fiscal year to the Board for its consideration no later than February 28th each year. The Operating Budget shall be the major budget for the fiscal year and provide for all expenditures of the Corporation for the fiscal year.

11.04 Forecast Budget - The Vice President Operations shall present a Forecast Budget to the Board for their consideration no later than August 31st each year. 11.05 Approval of Budgets - The Annual Operating Budget shall be approved by a majority vote of the Directors present and voting at a meeting of the Board. The Forecast Budget, to the extent that it revises or amends the expenditures or provides for new expenditures, shall be approved by a two-thirds majority vote of the Directors present and voting at a meeting of the Board.

11.06 Borrowing - The Board may from time to time: 11.06.01 Borrow money on the credit of the Corporation; 11.06.02 Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation including book debts, rights,

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