Charter and Bylaws

CHARTER

NAME

The name of this corporation shall be the Waterloo Chinese Canadian Scholars Association, hereafter referred to as WCCSA. The Chinese name is 滑铁卢华人学者协会.

CORPORATION STATUS

The WCCSA is a non-profit, non-religious, and non-political organization.

MISSIONS

The missions of the WCCSA are:

• To serve as a platform for Chinese Canadian faculty members in the Region of Waterloo to express their interests and concerns, and to represent their needs and perspectives to the wider community.

• To facilitate professional development among Chinese Canadian faculty members, by providing networking opportunities, mentoring, and resources that will help them advance their careers and achieve their goals.

• To promote the contribution of Chinese Canadian scholars to society and the community, by recognizing their achievements, supporting their research, and encouraging their participation in public discourse and civic engagement.

• To advocate for equality, diversity and inclusion among all Canadians, by promoting awareness of issues related to race, ethnicity, and culture, and by working towards creating a more equitable and just society for all.

MEMBERSHIP

Membership in WCCSA is open to anyone who shares our mission and values and applies for membership in one of the categories outlined in our Bylaws.   

BYLAWS

Bylaws shall be established to govern the WCCSA. The Bylaws shall not conflict with the Charter and shall require the approval of the voting members.

AMENDMENTS

This Charter and the Bylaws may be amended by a 2/3-majority vote of the voting members who participate in the voting. A quorum of 2/3 of voting members is required. Amendments may be proposed by at least 10 members, and must be signed and presented to the governing body of the WCCSA according to the Bylaws.

BYLAWS

ARTICLE I – MEMBERSHIP

A. Membership Categories

Regular members include voting members and members-at-large.

•    Voting members: Individuals who are Canadian citizens or permanent residents of Canada, hold a full-time faculty position (current or retired) in one of the post-secondary institutions in the Region of Waterloo, paid the one-time membership application fee, and have a valid email address with updated membership information for the voting year.

•    Members-at-large: Individuals who are interested in the missions of the WCCSA and paid the reduced amount of the one-time membership application fee. Members-at-large do not have voting power.

B. Membership Application and Cancellation

Membership applications shall be submitted to the Membership Committee for approval. Cancellation of membership shall be submitted by email to the Membership Committee.  

C. Rights

All regular members can participate in the discussions of WCCSA related issues and activities organized by the WCCSA, and are eligible for reduced fees for activities organized by the WCCSA.

Voting members are eligible to vote in an election or on other WCCSA matters and are eligible to serve as WCCSA officers (defined below).

ARTICLE II – BOARD OF DIRECTORS

A. Structure and Functionality

The Board is responsible for the overall policy and directions of the WCCSA, and delegates the responsibility of routine operations of the WCCSA to the Executive Committee.

The Board shall consist of at least 3 members under normal circumstances. The Board shall have two officers: a Chair and a Vice Chair. The President of the WCCSA is a member of the Board and serves as the Vice Chair of the Board. The Chair of the Board is elected by the Board of Directors.

The Board shall meet at least twice a year to discuss matters of general importance to the WCCSA, to approve results of elections for President and appointments for the Executive Committee during the election year, and to examine rules and regulations set by the Executive Committee.

Special meetings of the Board may be called by the Chair or by two or more members of the Board under special circumstances.

The Board also serves as the Nominating Committee for the President of the WCCSA during the election year.

B. Terms, Eligibility and Election

All Board members shall serve a three-year term starting from January 1 and ending by December 31 and are eligible for re-election. Voting members of the WCCSA with at least one year of service on the current or past Executive Committee or two years of volunteer work for the WCCSA are eligible to serve on the Board of Directors.

The inaugural Board of Directors consists of the three individuals who were listed on the WCCSA corporate registration application form, with the primary applicant as the Chair of the inaugural Board. The first election for the board of directors shall take place in the fourth year of the launching of WCCSA, with regular elections every three years thereafter.

For each regular election, the current Chair of the Board and the current President of the WCCSA remain as directors for a new three-year term. Three other directors are elected or re-elected. A majority YES vote among participating voting members is required for the candidate to be elected.

The election committee shall be chaired by the current Chair of the Board with two additional members appointed by the Executive Committee. Call for nominations shall be issued in the first week of November and the final pool of up to five candidates shall be chosen by the election committee by the end of November. The election shall be conducted in the first week of December through an online voting system or by returning confidential emails to the election committee. Results of the election shall be announced in mid-December.

ARTICLE III – OFFICERS

A. Executive Committee

The day-to-day business of the WCCSA is operated by the Executive Committee (EC), which may consist of President, one or more Vice Presidents, Secretary, Treasurer, and several sub-committee chairs. The President and Vice Presidents shall come from different institutions. The positions of Treasurer and Vice President may be held by the same individual.

The affairs of the WCCSA shall be charged to the Executive Committee chaired by the President. The Executive Committee is entrusted with all affairs of the WCCSA.

The Executive Committee shall be entrusted with the power to develop rules and regulations for events and activities pertinent to specific sub-committees, such as membership, sponsorship, external affair and public relations, and communications.

The Executive Committee shall also be entrusted with the power to appoint special committees and working groups to deal with urgent needs and special issues that may arise. The Executive Committee shall be entrusted with the power to appoint the Election Committee for the Board of Directors.

The President is in charge of the day-to-day operations of the WCCSA, represents the WCCSA in external affairs, and works with members of the Executive Committee and special events’ coordinators in carrying out all the functions of the WCCSA.

The Vice Presidents shall assist the President in day-to-day operations of the WCCSA, represents the WCCSA in external affairs when requested by the President. The Vice Presidents shall also work with members of the Executive Committee on various important tasks, such as membership affairs and activity initiatives.       

The Secretary shall assist the President to maintain a record of all committee motions and resolutions, minutes of all committee meetings, and shall periodically report to members of the WCCSA on all new committee resolutions. The Secretary, together with the President, Vice Presidents and the Treasurer, shall produce an annual report. During election year, the Secretary shall be the Chair of the Election Committee and, together with two other members of the Election Committee appointed by the EC, responsible for publicizing the candidate information, organizing the voting process and summarizing and reporting the election results to the members of the WCCSA. The Secretary shall also be responsible for the content updating of the WCCSA’s website.  

The Treasurer shall handle the financial operation of the WCCSA and, together with the President and Vice Presidents, make budget plans. The Treasurer, with the President of the WCCSA, shall submit an annual financial report to the Executive Committee at the end of each fiscal year (December 31). In the case of special events, the Treasurer, with the Chairperson who is responsible for that event, shall submit a financial report to the Executive Committee at the conclusion of that event. The Treasurer, in consultation and working with a professional chartered accountant, shall handle tax and audit related matters of the WCCSA. The Treasurer shall also manage the assets of the WCCSA.

B. Terms, Eligibility, Election and Appointment of Officers

The position of President shall be filled through an election by voting members of the WCCSA. All other members of the Executive Committee are appointed by the President and approved by the Board of Directors.

The terms of the President and other members on the Executive Committee are all for three years starting January 1 and ending December 31. The President is eligible for re-election but is limited to two consecutive terms. Other members of the Executive Committee can be re-appointed to multiple terms. The inaugural Executive Committee shall be formed by the inaugural Board of Directors and shall serve for a three-year term. Regular elections of President and the forming of Executive Committee shall take place in the third year of each term.

Voting members of the WCCSA with at least one year of service on the current or past Executive Committee or two years of volunteer work for the WCCSA are eligible to serve as President. During the election year, the Board of Directors shall call for nominations for the position of President in the first week of November and shall put forward no more than two final candidates for the election in the first week of December. The election shall be organized by the election committee which consists of three members appointed by the Board of Directors and is chaired by the Secretary of the WCCSA. A majority YES vote among participating voting members is required for the candidate to be elected. All other officers on the Executive Committee shall be appointed by the elected President and approved by the Board of Directors.

ARTICLE IV – WCCSA FINANCIAL OPERATIONS 

The WCCSA operation fund shall be held in a bank’s checking account under the corporate name WCCSA, with the Treasurer as the primary signatory and the President as the secondary signatory.

Any financial transactions up to the amount of $1,000 require signatures or email confirmations from both the Treasurer and the President. Expense items exceeding $1,000 shall be reported to and approved by the Executive Committee.

ARTICLE V – MEMBERSHIP FEES

Membership fee schedules shall be determined by the Executive Committee and shall be reviewed every three years.

ARTICLE VI – AMENDMENTS OF CHARTER AND BYLAWS

The Charter and the Bylaws may be amended by the affirmative votes of at least 2/3 of the participating voting members. A quorum of 2/3 of voting members is required. There shall normally be no more than one ballot each year on charter and bylaw amendments.

The proposed amendments shall be announced through the WCCSA’s email lists and on the WCCSA’s website at least 60 days prior to the vote.

Amendments may be proposed by at least 10 voting members to the President, who shall refer the proposed amendment to the Board of Directors for evaluation. The Board of Directors shall present the supporting statement for the amendment provided by the petitioners in the WCCSA electronic news mail prior to the vote. At the same time, the Board of Directors shall present the result of its evaluation and its reasons for or against the proposed amendment.

ARTICLE VII – DISSOLUTION

The WCCSA will be automatically dissolved if a president has not been elected 24 (twenty-four) months after such election is due by Article III of the Bylaws so that the normal functions of the WCCSA are ceased. Upon dissolution, the balance of the financial account of the WCCSA shall be denoted to a charity organization.