CANADIAN ASSOCIATION OF UNIVERSITY TEACHERS OF GERMAN

ASSOCIATION DES PROFESSEURS D’ALLEMAND DES UNVERSITÉS CANADIENNES

NAME. The name of the organization shall be the Canadian Association of University Teachers of German (CAUTG) / Association des Professeurs d’Allemand des Universités Canadiennes (APAUC), hereinafter referred to as the Association.

CORPORATE SEAL

2. The corporate seal of the Association shall be in such form as shall be prescribed by the Board of Directors of the Association and shall have the words Canadian Association of University Teachers of German / Association des Professeurs d’Allemand des Universités Canadiennes.

HEAD OFFICE
3. The Head Office of the Association shall normally be located at the institutional address of the President of the Association.
OBJECTIVES
4. The objectives of the Association are: i. to promote Germanic studies in Canada through teaching and research,ii. to provide a forum for discussion for all matters relevant to 4.i,

iii. to collaborate with other bodies whose interests may be similar, in particular with the Humanities and Social Science Federation of Canada,

iv. to publicize and promote scholarships and the exchange of students and scholars,

v. to publish, either alone or in co-operation with others, a journal and such other publications as the Directors may approve,

vi. to organize an annual conference in furtherance of the above objectives.

The work of the Association shall be carried on without purpose of personal gain for its members, and any profits or other monies accruing to it shalr be used solely in promotion of the objectives set out above.

MEMBERSHIP5. There shall be three categories of membership: full membership, associate membership, and honorary membership.

i. FULL MEMBERSHIP including the right to speak in debate, to introduce motions, to vote on all matters, and to hold office, shall be open to: a) staff members and retired staff members of post-secondary institutions in Canada whose main professional concerns are the teaching of and research in Germanic studiesb) graduate students of Germanic studies who are registered at Canadian post-secondary institutions, or Canadian graduate students of the same who are registered at foreign institutions

c) any person who has qualified under a) or b) and who is not currently a full-time staff member of a post-secondary institution.

ii. ASSOCIATE MEMBERSHIP, carrying all privileges of membership except the right to introduce motions, to vote, or to hold office, shall be open to:

a) staff members or retired staff members of Canadian post-secondary institutions whose major professional concern lies outside the area of Germanic studies,b) staff members of foreign institutions whose main concerns are the teaching of and research in Germanic studies,

c) non-Canadian graduate students of Germanic studies who are registered at foreign post-secondary institutions,

d) any person or institution interested in furthering the objectives of the Association and whose application for membership has been approved by the Board of Directors.

iii. HONORARY MEMBERSHIP, carrying all the privileges of full membership in the Association, may be bestowed by a majority vote at any duly convened General Meeting on any person who is deemed to have made an outstanding contribution to Germanic studies.

iv. Any member of the Association may be required to resign from the Association on resolution passed by three-quarters of the votes cast at any duly convened General Meeting.

v. In any case of a dispute with regard to eligibility for membership or membership-classification of any individual or institution, the decision of the Board of Directors shall be final.

FEES
Fees in the various categories of membership shall be such as the members of the Association decide from time to time by a majority vote of those present at a duly convened Annual or Special General Meeting.
BOARD OF DIRECTORSThe property and business of the Association shall be managed by a Board, consisting of not less than ten and not more than fifteen Directors, comprising the President, the Vice-President, the Past President, the Secretary, the Treasurer, the Journal Editor, and of Regional Representatives for The Maritimes, Quebec, Ontario, Manitoba/Saskatchewan, and Alberta/British Columbia.

TERMS OF OFFICE
8. The term of office of all Directors shall commence on July 1 and shall normally be for a period of two years, except that normally the Journal Editor shall serve for five years. The terms of office of Regional Representatives shall be staggered so that two or three representatives are elected in any one year. All Directors shall be eligible for re-election.
POWERS
9. The Board of Directors shall have the power to decide on all matters of policy and practice concerned with the affairs of the Association except such matters as are reserved to the General Meeting, and to appoint such officers as are necessary to carry out the functions of the Association.10. The Board of Directors shall have the power to receive such funds as may be voted by the Association in the form of membership fees or dues, or as may accrue to the Association from other sources, and shall have the power to expend such funds on behalf of the Association.

RESIDUAL POWERS
11. The Board of Directors may exercise all such powers of the Association as are not by the Canada Corporations Act or by this Constitution exercised by the General Meeting.
POWERS TO DELEGATE
12. The Board of Directors shall have the power to delegate authority to an Executive Committee comprising the President, the Vice-President, the Past President, the Secretary, the Treasurer, and the Journal Editor, or to such other committees, officer, or officers as may be appointed by the Board.
MEETINGS
13. The Board of Directors shall be convened in one way or another (e.g. through electronic media), at least twice each year. One such meeting shall be held at the time and place of the annual conference. Special meetings shall be called if requested by at least five members of the Board of Directors.14. The quorum for meetings of the Board of Directors shall be five voting members.

VOTING
15. Every Director shall be entitled to one vote at meetings of the Board of Directors and decisions shall be taken by a majority of votes of those present; proxy votes shall not be permitted.
VACANCIES
16. The office of Director shall be vacated i. if the officeholder resign by delivering a written resignation to the President of the Association,ii. if the officeholder be unable through illness or other reasons to fulfil the functions of office for a period of one year,

iii. if at a General Meeting a resolution be passed by a three-quarters majority of votes cast that an officeholder be removed from office,

iv. on death.

FILLING OF VACANCIES
Vacancies on the Board of Directors occurring between General Meetings shall be filled by the Board of Directors for the balance of the term of the Director.
REMUNERATIONDirectors shall receive no remuneration for the carrying out of their duties as Directors, but may be reimbursed for reasonable expenses incurred in the conduct of the business of the Association.

INDEMNITY
19. All Directors or employees of the Association and their heirs, executors and administrators and estate and effects, shall be indenmified and saved harmless out of the funds of the Association from and against i. all costs, charges and expenses whatever that such Directors or Officers sustains or incurs in or about any action, suit or proceedings that is brought, commenced or prosecuted against them, for or in respect of any act, deed, matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of their offices, andii. all other costs, charges and expenses that they sustain, or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.

ELECTED OFFICERS
20. The elected officers of the Corporation shall be a president, past president, vice-president, secretary, treasurer, journal editor, and five regional representatives. All officers shall be ex officio members of the Board of Directors. No person shall normally hold more than two offices.
ELECTION OF OFFICERSAll officers shall be elected by the Annual General Meeting.

TERM OF OFFICE

All elected officers shall serve in office from July 1 for a period of two years, except that the journal editor shall serve for five years. All Directors are eligible for re-election. The terms of office of regional representatives, one to represent British Columbia and Alberta, one to represent Saskatchewan and Manitoba, one to represent Ontario, one to represent Quebec, and one to represent New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland] shall be staggered so that two or three representatives are elected in any one year.

DUTIES OF ELECTED OFFICERS
23. All elected officers shall be Directors of the Corporation and they shall cease to be officers if they cease to be Directors, if they have completed their terms, or if they are removed by a majority of the Board of Directors.24. The President shall

i. be the chief executive officer of the Corporation,ii. preside at all meetings of the Corporation, of the Board of Directors, and of the Executive Committee,

iii. have the general and active management of the affairs of the Corporation,

vi. ensure that all directives and resolutions of the Board of Directors are carried into effect.

25. The Vice-president, in the absence or disability of the president, shall

i. perform all duties and exercise all powers of the presidentii. perform such other duties as shall from time to time be required by the Board of Directors.

26. The Treasurer shall

i. have the custody of the fund and securities of the Corporation,ii. keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of the Corporation in the books belonging to the Corporation,

iii. deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time,

iv. disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements,

v. render to the president and directors at the regnlar meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the corporation.

vi. perform such other duties as may from time to time be directed by the Board of Directors.

27. The Secretary may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry on the affairs of the Corporation generally under the supervision of the officers thereof. The Secretary shall

i. attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose,ii. give or cause to be given notice of all meetings of the members, of the Board of Directors, and of the Executive Committee,

iii. be custodian of the seal of the Corporation, delivering it only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.

iv. perform such other duties, under supervision of the President, as may from time to time be directed by the Board of Directors or president.

28. The Journal Editor shall

i. have sole responsibility for the contents and management of the Association’s journal,ii. report on the previous year’s activities and render a financial statement at each Annual General Meeting.

29. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

MEETINGS
30. A General Meeting shall be held at least once each year, normally at the time and place of the annual conference.31. The Board of Directors or any 20 full members of the Association may call a General Meeting for any purpose, and at least 21 days notice stating the business of such a meeting shall be given by the President in writing to every member of the Association.

32. The quorum at any General Meeting shall be 30.

33. The powers and duties of the General Meeting shall be

i. to receive the annual reports of the officers and committees of the Association,ii. to elect members of the Board of Directors,

iii. to decide on changes in the Constitution,

iv. to decide on any matter referred to it for decision by the Board of Directors,

v. to discuss any matter of concern to the Association pursuant to its stated purposes,

vi. to receive financial statements,

vii. to appoint auditors,

viii. to act as the final authority of the Association.

COMMITTEES
34. The Board of Directors shall set up such standing and at hoc committees of the Association as it sees fit. Members of committees shall not receive any remuneration for carrying out their duties, but may be reimbursed as funds permit for expenses incurred in carrying out the duties of committee. The quorum of any committee shall be a majority of its members. The members of any committee may be removed by simple resolution of the Board of Directors. DISSOLUTION
35. It is the unalterable provision of this constitution that members of the Association shall have no interest in the property and assets of the Association, and that upon dissolution or winding up of the Association any funds or assets of the Association remaining after satisfaction of its debts and liabilities, shall be distributed to the recognized charitable organization in the area whose objects most closely accord with those of this Association, as determined by its members at dissolution.
FISCAL YEAR6. The fiscal year of the Association shall terminate on December 31.

SIGNING AUTHORITY

Unless otherwise designated under paragraph 38, contracts, documents, cheques or any other instruments in writing requiring the signature of the Association shall be signed by any two members of the Board of Directors, and all contracts, documents, cheques and other instruments in writing so signed shall be binding upon the Association without any further authorization or formality.The Board of Directors shall have the power by resolution to appoint an officer, a member of the Board of Directors, or a member of the Association, on behalf of the Association either to sign contracts, cheques and other documents in writing generally or to sign specific contracts, other documents, cheques and other instruments in writing.

AUDITOR
39. At each Annual General Meeting an auditor shall be appointed to audit the accounts of the Association and to hold office until the next Annual General Meeting provided that the Board of Directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
RULES AND REGULATIONS
40. The General Meeting and the Board of Directors may establish such rules, regulations, procedures and amendments thereto, not inconsistent with this Constitution, relating to the management and operation of the Association, as they deem expedient. The Board of Directors’ rules, regnlations, procedures and amendments thereto shall have force and effect only until the next General Meeting when they shall be confirmed, and in default of confirmation shall at and from that time cease to have force and effect.41. The rules, regulations, procedures and amendments thereto of the Board of Directors and the General Assembly require a two-thirds majority of votes cast at any meeting. Any motion for enactment, repeal and amendment must be circulated as part of the agenda at least 21 days prior to the meeting at which it is to be discussed.

42. Enactments, repeals and amendments to any article of this Constitution must first be approved by a two-thirds majority of the votes cast at a meeting of the Board of Directors, and thereafter by a two-thirds majority of the votes cast at a General Meeting provided that any repeal or amendment to this Constitution shall not be enforced or acted upon until approval has been obtained from the Mimster of Consumer and Corporate affairs.

NOTICE OF AMENDMENT3. Written notice of any proposed amendment shall be presented to members of the Association at least 21 days prior to the meeting at which it is to be considered.

BORROWING OF MONEY BY THE ASSOCIATION4. The Directors may from time to time borrow money from the Bank of __________ (hereinafter called the Bank) upon the credit of the Association on cheques, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable AND may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of the Bank any property of the Association, real or personal, moveable or immoveable, present or future, including book debts, unpaid calls, rights, powers, undertakings, franchises and the Association’s own debentures as security for the fulfilment of any liabilities or obligations, present or future, of the Association to the Bank, and may empower any person to sell by public or private sale, assign, transfer or convey from time to time any such property; AND may sign, make, draw, accept, endorse, execute and deliver on behalf of and in the name of the Association all such cheques, promissory notes, bills of exchange, drafts, acceptances, orders for the payment of money, warehouse receipts, bills of lading, agreements to give security, assignments, transfers, conveyances, hypothecs, mortgages, pledges, securities and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money by any other banking business of the Association.

45. The Directors may authorize any one or more Directors, officers, employees or agents of the Association to exercise any of the rights, powers and authorities conferred by this By-law upon the Directors.

46. The borrowing of money from the Bank from time to time heretofore under the authority of the Directors of the Association and the giving of security therefore are hereby ratified and confirmed.

47. This By-law shall continue in force as between the Association and the Bank until a By-law repealing this By-law shall have been validly passed and confirmed and a copy thereof, duly certified under the seal of the Association, shall have been delivered to the Bank and receipt thereof acknowledged by the Bank.

LANGUAGES

The official languages of the Association shall be English and French, except that oral and written communication may be in German.
INTERPRETATION
49. Unless the context otherwise requires, in this Constitution, the singular shall include the plural and the plural the singular. The words German/Germanic shall be understood as including all Germanic languages other than English. German/Germanic Studies shall be understood as professional research in and teaching of Germanic languages, literatures, linguistics, and cultures. The term post-secondary institution shall include institution whose courses are accepted as equivalent at degree-granting universities or requiring a high-school leaving certificate or its equivalent as an entrance requirement.50. In this context Constitution means the By-laws, the letters patent of the Association and such rules and regulations as may be enacted by a General Meeting.

RULES AND REGULATIONS OF THE ASSOCIATIONFEES

1. a) The fees for full members in category 5, i,a shall be on the following scale: for an annual income of 0-$20,000 dues of $25; for an annual income of $20,001-$40,000 dues of $40; for an annual income of $40,001-$60,000 dues of $60; for an annual income of $60,001- $80,000 dues of $75; for an annual income of $80,001-$100,000 dues of $90; for an annual income of more than $100,000 dues of $100. Of the dues paid by each member $15.00 shall be used for support of the Association’s journal.b) The fee for Associate members shall be $25.00 of which $15.00 shall be used for the support of the Association’s journal.

c) Honorary members shall not be assessed a fee, but the Association shall pay $15.00 for each honorary member towards the cost of the Association’s journal.

COMMITTEES. There shall be the following standing committees of the Association I. Nominating Committee,

ii. Editorial Committee of the Association’s journal.

CONSTITUTION OF COMMITTEES. The membership of standing committees shall be constituted as follows: i. The Nominating Committee shall be formed of those Regional Representatives of the Association who have retired from office in the preceding two years. Their chair shall be appointed by the Board of Directors.

ii. The Editorial Committee of the Association’s journal shall be appointed by the Board of Directors upon recommendation of the Editor. The term of office shall normally be for five years.

TERMS OF REFERENCE
4. The terms of reference and rules and regulations of standing committees other than the Nominating Committee and of the Editorial Committee of the Association’s journal shall be at the discretion of the Board of Directors.5. All standing committees shall report to every meeting of the Board of Directors and to the annual General Meeting.

6. The duties of the Nominating Committee shall be to prepare a slate of nominations for officers and members of the Board of Directors in place of those due to retire. The slate shall fairly reflect, wherever possible, the diversity of Association membership. The Nominating Committee shall report to the Annual General Meeting, at which meeting the presiding officer shall call for further nominations from the floor.

AD HOC COMMITTEES
7. The Board of Directors may at any time set up ad hoc committees and determine their terms of reference. The chair and members of ad hoc committees shall be appointed by the Board of Directors and shall serve for such terms as the Board of Directors may decide. APPOINTED OFFICERS
8. The Board of Directors shall appoint a General Editor of the CAUTG Publications Series, a Director of the Workstudent Programme, an Editor of the Bulletin, an Editor of the CAUTG Directory, an Enrollment Officer, a Programme Chair for the annual conference, a Coordinator for local arrangements for the annual conference, an Archivist, and such other officers as it deems necessary, for such terms as the Board of Directors may decide.

DUTIES
9. The General Editor of the CAUTG Publications Series shall i) supervise and be responsible for publications in the CAUTG Publications Series,ii) maintain a stock of publications in the CAUTG Publications Series and sell these at prices to be approved by the Board of Directors,

iii) maintain adequate records of all financial transactions connected with the publications in the CAUTG Publications Series

iv) report annually to the Association on activities associated with this, and include a full financial statement,

v) represent the Association where appropriate, e.g., vis-a-vis agencies concerned with the support of scholarly publication.

vi) perform other duties related to the CAUTG Publication Series as determined by the Board of Directors.

10. The Director of the Workstudent Programme shall

i. be responsible for planning and carrying out the workstudent programme as directed by the Board of Directors;ii. maintain full records of all correspondence and financial transactions, and report annually to the Board of Directors.

11. The Editor of the Bulletin shall make arrangements for the publication of the Bulletin and for the payment of all expenses incurred, these expenses to be recovered by the Editor from the Association.

12. The Editor of the CAUTG Directory shall make arrangements for the publication of the Directory and for the payment of all expenses incurred, these expenses to be recovered by the Editor from the Association

13. The Programme Chair for the annual conference shall, in consultation with the Board of Directors, issue a call for papers, determine a schedule for their submission, a procedure for their evaluation, and a framework for their presentation.

14. The Coordinator for Local Arrangements for the annual conference shall, in consultation with the Board of Directors and the Programme Chair, coordinate such arrangements as will facilitate the successful meeting of the CAUTG.

15. The Archivist shall collect all records which originate from the business of the organization, including but not limited to the business transacted by the Board of Directors and Appointed Officers.

16. All of the Appointed Officers named above, and such other officers as may be appointed from time to time may, upon the request of either party, [del shall] attend meetings of the Board of Directors but may not vote at such meetings. They shall, upon the request of the Board of Directors, report to the Board of Directors and the Annual General Meeting
CONDUCT OF MEETINGS
CONDUCT OF THE ANNUAL GENERAL MEETING17. The agenda of the Annual General Meeting shall be as follows:

i. adoption of the agenda,ii. approval of the minutes of the previous Annual General Meeting and of any special General Meeting held in the interim,

ii. i. matters arising from the minutes,iii. reports from Elected Officers

ii.i report of the President of the Association, iii.ii report of the Vice-President of the Association iii. iii report of the Secretary of the Association, iii.iv report of the Treasurer of the Association, ii.v report of the Editor of the Journaliv. reports from Appointed Officers as requested by the Board of Directors.

v. reports from standing and Ad Hoc committees except the Nominating Committee,

vi. motions from the Board of Directors for decision by the General Meeting,

vii. motions of which notice has been given by members,

viii. motions accepted on the adoption of the agenda,

ix. report of the Nominating Committee and election of officers,

x. other business.

18. All motions to amend the Constitution must be submitted in writing to the President of the Association in time for presentation to the Annual General Meeting. Such motions, if they receive the required two-thirds majority of votes cast by the Board of Directors shall then be circulated to all members of the Association at least 21 days prior to the Annual General Meeting.

19. Recommendations on matters affecting the financial obligations of members of the Association may be brought to the Annual General Meeting on motion of the Board of Directors. Motions from members on this subject must be referred to the Board of Directors for preliminary study before being brought to the Annual General Meeting.

20. All other motions by members of the Association for consideration by the Annual General Meeting shall be submitted in writing to the President of the Association in time to be circulated as part of the agenda to be received by members at least 21 days prior to the date of the Annual General Meeting.

21. In case of urgency a motion of which notice has not been given may be brought forward as an amendment to the agenda at the time that the motion for approval of the agenda is made. A two-thirds majority of votes cast is required to approve any motion to add to the agenda a motion of which prior notice has not been given.

22. Any matter of concern to the Association may be brought up for information or discussion under other business without notice, but no motion concerning such business shall be acceptable except a motion requesting the Board of Directors to consider the matter further at its discretion.

23. At special General Meetings the agenda shall be confined to those matters for the consideration of which the meeting was called, except for informal discussion and information as under 22 above.