Constitution and Bylaws
1. Name and Definitions
The Association of Professors Retired from the University of Ottawa / L'Association des Professeur.e.s Retraité.e.s de l’Université d'Ottawa is herein referred to as “the Association.” The Board of Directors is referred to as “The Board,” and the Annual General Meeting as “the AGM.”
2. Membership
Any person who, at the time of retirement, held a professorial rank or a position as librarian, counsellor, or language teacher and who is receiving a pension from the University of Ottawa Pension Plan may become a member of the Association by paying the annual membership fee.
3. Purpose
The Association is the official representative of all its members, as recognized by the University of Ottawa administration and by the Association of Professors of the University of Ottawa (APUO). It promotes the interests, well-being and objectives of its members, and maintains mutually beneficial relationships with the University of Ottawa, the APUO, and the Administrative Staff Retiree Association (ASRA). The Association has the power to act in all ways that may be necessary to achieve these ends.
4. Office
The office of the Association is located in the City of Ottawa.
5. Fiscal Year
The Association's fiscal year ends 30 April.
6. Dues
Annual dues are set each year by the Board and cover the calendar year (from January 1 to December 31). Dues will be paid within 60 days of notice.
7. Meetings of Members
(a) Annual General Meetings: A general meeting of the members of the Association (AGM) shall be convened each year by the Board, to be held within 13 months of the last AGM, save in exceptional circumstances. At the AGM, the Board shall present its annual report, including a financial statement, and vacancies on the Board shall be filled by election.
(b) Special Meetings: When deemed desirable or necessary, special meetings of the Association may be convened by the Board, and it shall in any case convene a special meeting of the Association within 14 days of receipt of a written request signed by at least 25 members, such meeting to be held within thirty days of such notice.
(c) Notice of Meetings: Notice of any annual or special meeting of the Association shall be provided by way of an agenda sent to members at least 14 days in advance, setting out the date, time and location of the meeting and listing the items to be discussed.
(d) Voting Procedure: Voting at meetings of the Association shall be by a show of hands, unless a majority of those present agree to hold a secret ballot in respect of any particular matter, a simple majority of those present and voting being sufficient to carry any resolution unrelated to the Constitution and Bylaws of the Association.
(e) Quorum: The quorum required for the AGM and special meetings of the Association shall consist of twenty-five members who have paid their dues for the year in which the meeting takes place.
8. Board of Directors
(a) Composition of the Board: The Board shall consist of the immediate Past-President and ten members elected by the AGM who shall serve for a renewable three-year mandate. The Board may appoint a member of the Association to fill any vacancy caused by the resignation of a member before the completion of their mandate; the new member’s mandate must be approved by the next AGM and will be for a three-year period beginning with that AGM.
The annual election of members to fill vacant positions on the Board shall be in accordance with the following procedures:
i) At least sixty days prior to the AGM, the Board shall appoint an elections committee to seek candidates to fill vacancies on the Board and to organize the elections; the Elections Committee shall consist of three persons, of which one shall be a sitting member of the Board; the Board will also appoint the Elections Chairperson who will preside over the elections at the AGM.
ii) A candidate for election to the Board, the mover and the seconder of the nomination must all be regular members of the Association, and their nomination papers must be received by the Elections Chairperson at least ten days before the AGM in order to assure the integrity of their candidacy and of the elections.
iii) If within eight days of the AGM the number of candidates does not exceed the number of vacant positions, then the Elections Chairperson shall declare such candidates elected and notify the President of the APRUO and the elected candidates accordingly
iv) If the number of candidates exceeds the number of vacant positions then, no later than eight days before the AGM, the Elections Chairperson shall notify the President of APRUO and the candidates. After that notice, if the number of candidates still exceeds the vacant positions, the Elections Chairperson shall affirm the need of an election and inform the President of the Association and the candidates accordingly.
v) When that item is reached on the agenda, the President of the Association will call upon the Elections Chairperson to preside over the AGM Elections in order either to name the persons elected pursuant to sub-paragraph iii), or to proceed with the election of candidates in the following manner:
(1) The Elections Chairperson shall call for the election of two scrutineers to distribute to qualified members of the Association, as identified by the responsible persons assigned to check the credentials of attendees, the ballots on which the names of the candidates are inscribed. Members attending the meeting online may submit their vote by chat addressed to the Elections Chairperson.
(2) The scrutineers will gather the ballots and assure that the returns are compatible with the number distributed and proceed to the counting of ballots in the presence of the Elections Chairperson who will then announce the winners without revealing the count.
(3) The candidate with the least votes is eliminated and a second vote will take place if necessary, using ballots of a different colour on which the name of the defeated candidate is crossed off by the Elections Chairperson with the assistance of the scrutineers. The same procedure as for the first balloting will be followed as often as necessary, depending on the number of candidates.
vi) After announcing the winners, the Elections Chairperson will ask for a resolution to destroy the ballots and, if so directed, will proceed to do so in the presence of at least one scrutineer.
vii) The Elections Chairperson will then congratulate the winners, thank the candidates and the scrutineers, and then turn the meeting over to the President of the Association.
(b) Officers of the Board: The members of the Board shall elect from amongst themselves the President, the Vice-president, the Secretary, and the Treasurer of the Association. The President and Secretary shall be the signing officers of the Association in respect of all matters save its banking affairs, regarding which the President and the Treasurer shall be the signing officers or another person designated by the Board. The Vice-President will replace the President in case of absence or incapacity and will assist the President in tasks delegated to them by the President. In case of death, resignation, or legal incapacity of an officer, the Board must elect, from their members, a person to replace them and complete their mandate.
(c) Quorum: A quorum of the Board shall consist of five of its members.
(d) Powers and Responsibilities: The Board shall have responsibility for all activities, projects and policies of the Association as well as its finances, and may establish a nominating committee and such other committees of the Association as it may deem necessary.
9. External Representation
The President or their delegate represents the Electoral Unit of Retired Members on the APUO Board of Directors. The Board appoints representatives to the University Pension Plan Committee, and organizations dealing with matters relevant to the interests of the Association, and where they have a right of representation.
10. Constitutional Amendments
Upon recommendation of the Board, the Constitution and Bylaws of the Association may be amended at the AGM or at a special meeting called for this purpose, the minimum notice to the membership of the convening of such meeting being two weeks. A two-thirds majority of those present and voting at such a meeting is required for a change of the Constitution and Bylaws.