SCM Constitution (1960)

The Student Christian Movement of Canada

BE IT ENACTED as a by-law of THE STUDENT CHRISTIAN MOVEMENT OF CANADA (hereinafter referred to as the “Corporation”) as follows:

HEAD OFFICE
1. The head office of the Corporation shall be in the City of Toronto, in the Municipality of Metropolitan Toronto, and Province of Ontario at the place therein where the affairs of the Corporation are from time to time carried on.

SEAL
2. The corporate seal of the Corporation shall be in the form impressed hereon.

AIMS
3. The aims of the Corporation shall be: to be a fellowship of students based on the conviction that in Jesus Christ is found the supreme revelation of God and the means to the realization of life’s fullness.
The Corporation seeks through study, prayer and practice to know and follow Jesus Christ and to unite in its fellowship all members of the colleges and universities in Canada who share the above conviction upon which the Corporation is founded.
The Corporation desires to share with others the value discovered in Jesus Christ and to join those of like mind in all lands and of every race and rank in the creation of a world-wide order of society in harmony with the mind and purpose of God as revealed in Jesus Christ.

FISCAL YEAR
4. The fiscal year end of the Corporation shall end on the 31st day of December of each year.

MEMBERSHIP
5. ASSOCIATE MEMBERS – All members and staff of “local units” are designated “Associate Members.”
A “local unit” in any university or place of higher education is one which endorses the aims and objectives of the Corporation and is approved as such by the Board of Directors or “The National Council.”
MEMBERS – “members” of the Corporation shall be elected yearly. The Associate Members of each local unit shall elect four persons from among its Associate Members and they shall be designated Members of the Corporation and such designated Members shall attend The National Council and hold voting privileges thereat. One of the four Members shall normally be the general secretary or some other senior Associate Member of the local unit. At least two of the elected Associate Members designated as Members of the Corporation from each local unit must be students. National Staff shall receive written notification of the names of the Associate Members elected Members of the Corporation immediately after their election and prior to the National Council.
The National Council may elect up to thirty additional Members of the Corporation. From amongst this number and the previous number of Members elected pursuant to Sub-section 3 will come directors of the Corporation.
Members are elected for a period of one year with such one year term beginning as of the date of the National Council most immediately held after their election in their own local unit, if they are elected pursuant to paragraph 5 Sub-section 3 and with such one year term beginning as of the date of The National Council at which they are elected pursuant to paragraph 5 Sub-section 4 and in both cases such one year term ending at the next National Council.
The following officers must be elected from amongst the Member of the Corporation: President, Vice-President, General Secretary, Administrative Secretary, Treasurer, Regional Staff and all other National Staff or officers of the Corporation.
HONORARY MEMBERS: – “Honorary Members” of the Corporation may be elected for a three year term by the unanimous vote of Members of the Corporation at The National Council. No more than 50 persons may be Honorary Members at one time.
REMOVAL OF MEMBERS: – The Members of the Corporation may, by a resolution passed by at least two thirds of the votes cast at a meeting, remove a Member of any class from membership in the Corporation. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation.

MEETING OF MEMBERS
6. ANNUAL MEETING – The annual meeting shall be called “The National Council” and shall meet at a palce and time designated by the Board of Directors. The National Council has power to retain or revoke any action taken or matter concerning the operation of the Corporation.
SPECIAL MEETINGS – Other meetings of the Members of the Corporation may be called by the President or the Board of Directors at the request in writing of at least 10 Members of the Corporation.
NOTICE OF MEETINGS – Notice of meetings shall be sent by regular mail to each Member no later than one month (30 days) before the convening of the meeting, station place, time, date, and a brief indication of business to be transacted thereat. Notice mailed to the business address of a local unit shall be sufficient notice to each Associate Member of such unit who has been designated a Member of the Corporation.
VOTING – If a Member cannot be present at a meeting of the Corporation, the Member may give a proxy to any other person who has been active in a local unit to attend and act at the meeting in the same manner, power, and extent as if the absent Member were present. The President shall be notified of such proxy at least 24 hours in advance of the meeting. Written notice of the proxy shall be given to the President at the beginning of the meeting, signed by the Member who is absent.
If, during a meeting, a Member is called away, he/she may appoint a proxy on the approval of the Chair.
QUORUM – A quorum shall consist of one third of the Members of the Corporation elected pursuant to paragraph 5 Sub-section 3.

BOARD OF DIRECTORS
7. DUTIES – The Board of Directors shall consist of 18 persons each of whom shall be a Member of the Corporation in good standing.
The Board of Directors shall be elected at The National Council and the following officers elected at The National Council are designated Members of the Board of Directors: a) President b) Vice-President c) Chair person of the Personnel and Finance Committee.
The remaining 15 seats of the Board of Directors shall be filled by Members elected to the positions consisting of four students and one non-student from each of the Western, Central and Atlantic Regions. Should there not be sufficient Members present at The National Council from any one of the above mentioned Regions the Members present at National Council may elect to the Board of Directors Members of other Regions who are present in person or represented in proxy.
QUORUM – A quorum of the proper constitution of any meeting of the Board of Directors shall consist of 9 directors.
TERM OF OFFICE – The term of office for the directors of the Corporation shall be one year until the meeting at which the succeeding directors are elected.
VACANCIES – Vacancies in the Board of Directors and its committees shall be filled by persons chosen by the Executive Committee and approved at the following meeting of the Board of Directors. The person chosen shall complete a term of the Member who has vacated the position.
The office of a director shall be deemed to be vacated if any of the following occurs:
1. The person does not acknowledge his/her membership in the Board of Directors within 30 days of his/her notification of election;
2. The person ceases to be a Member of the Corporation;
3. The person resigns by notice in writing from the Corporation.
MEETINGS – Meetings of the Board of Directors shall take place at least twice yearly and are called by the General Secretary at the request of the President or any five directors.
NOTICE OF MEETING – Notice of Meetings shall be sent by regular mail to each Member of the Board of Directors no later than two weeks (14 days) prior to such meeting.
VOTING – At all meetings each Member of the Board shall have one vote and shall have the right to place motions on the floor for discussion. Any meeting of the Board any Associate Member or Honorary Member requested to be present may speak with leave of the majority of the Board of Directors present.
VOTING BY PROXY – If a Director is not able to be present at a meeting of the Board of Directors, the Director may give a proxy to another person who has been active in a local unit to attend and act at the meeting in the same manner, power, and extent as if the absent Director was present. The President shall be notified of such proxy in advance of the meeting. Written notice of the proxy shall be given to the President at the beginning of the meeting signed by the Director who is absent.
If, during the meeting, a Director is called away, he/she may appoint a proxy on the approval of the Chair.
COMMITTEES – Committees may be struck by the Board of Directors for the purpose of carrying out special tasks. All committees shall be chaired by a Member of the Corporation.
The Personal and Finance Committee and the S.C.M. Book Room Committee shall be standing committees.
The S.C.M. Book Room shall submit its audited statement and a written report of the National Council each year. The Board of Directors shall annually appoint representatives to the S.C.M. Book Room Committee for liaison with the S.C.M. Book Room.
REMOVAL OF DIRECTORS – The Members of the Corporation may by resolution passed by at least two thirds of the votes cast at a meeting remove any Director of the Corporation. Any Director may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation.
INDEMNIFICTION OF DIRECTORS – The Directors of the Corporation are hereby authorized from time to time to indemnify and save harmless out of the funds of the Corporation any Director or other person who has undertaken or is about to undertake any liability on behalf of the Corporation from and against: a) all costs charges and expenses whatever that such Director or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matted, or thing whatever, made, done, or permitted by him, in or about the execution of the duties of his office, and b) all other costs, charges and expenses that he sustains, or incurs, in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

EXECUTIVE COMMITTEE
8. The Executive Committee shall consist of President, Vice-President and three student Members of the Board of Directors elected by the Board of Directors ensuring regional representation where possible. Any Member of the Executive Committee may be removed or replaced at any time by the Board of Directors and shall be deemed to cease to be a Member of the Executive Committee upon ceasing to be a Director. A quorum of the Executive Committee shall consist of any three Members of the Executive Committee.
The Executive Committee is delegated, during the intervals between meetings of the Board of Directors with the management and direction of the affairs of the Corporation, (save and except only such acts as must by law be performed by the Board of Directors itself) in all cases in which specific directions shall not have been given by the Board of Directors. All expenditures authorized by the Executive Committee shall be reported to the Board of Directors at its next meeting.
The Executive Committee may invite such officers, directors and employees of the Corporation as it may see fit from time to time to attend meetings of the Executive Committee and assist threat in the discussion and consideration of the affairs and business of the Corporation.
The Executive Committee may be called by the President of the Corporation or by any Members of the Executive Committee and the procedure in all things at such meetings shall be determined by the Executive Committee.
The Executive Committee shall keep minutes of its meetings and these minutes shall be distributed to the Members of the Board of Directors as soon as possible after the meeting.

OFFICERS
9. The Officers of the Corporation shall be an Honorary President, President, Vice-President, General Secretary, Treasurer, Administrative Secretary, and such other Members of the National Staff as may from time to time be appointed and as the Board of Directors may decide.
ELECTION OF OFFICERS – The National Council shall appoint the Honorary President, Vice-President, General Secretary and any other national staff deemed required. The Board of Directors at its first regularly constituted meeting subsequent to the National Council shall appoint the Treasurer and any other officer deemed necessary and may further appoint such other officers and agents as it deems necessary from time to time.
LIMITATION OF AUTHORITY – No Officer or Member of the Corporation shall obligate the Corporation to commit it to any policy, programme, purchase, sale or responsibility without the express authority of the Board of Directors in each case; but the President and General Secretary in an emergency, may accept property on behalf of the Corporation on condition that such acceptance shall be withdrawn and canceled if confirmation be not formally given at the first meeting of the Board following such conditional acceptance.
DELEGATION OF POWERS – In the case of the absence of the President, Vice President, or any other officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers of such officer to any other officer or to any Director for the time being provided that a simple majority of the Board concurs.
REMOVAL OF OFFICERS – The Board of Directors, the National Council, or a special meeting of Members may in the absence of any written agreement to the contrary remove any officer or his/her office at any time with or without cause provided a resolution to such effect is passed by a majority of those entitled to vote thereon.
HONORARY PRESIDENT – The Honorary President shall be a distinguished and eminent person who is elected as such by the National Council.
PRESIDENT – The President shall be the chief officer of the Corporation and may preside at all meetings of the Corporation and of its Directors. He/she shall report regularly to the National Council of the corporation, be an ex-officio member of all committees of the Corp, and perform all duties incidental to his/her office and such other duties as from time to time may be assigned him/her by the Board of Directors. He/she shall be a student at the time of his/her election or have been a student one year prior to his/her election.
VICE-PRESIDENT – The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the event of the absence of the President or his/her disability or refusal to act. His/her duties shall be those assigned to him/her by the Board of Directors. He/she shall be a corresponding member of all standing committees of the Board of Directors. The Vice-President shall normally be appointed as President in the year following his/her election as Vice-President. He/she shall be a student at the time of his/her election as Vice-President.
GENERAL SECRETARY – the General Secretary shall have custody of all records of the Corporation and its seal and he/she shall perform such duties as are assigned by the Board of Directors.
The General Secretary shall keep records of the following:
(i) A copy of the Letters Patent and of any Supplementary Letters Patent of the Corporation and of the By-Laws of the Corporation duly authenticated;
(ii) The names, of all persons who are or have been Members of the Corporation;
(iii) The post office address and calling of all persons who are or have been Directors of the corporation with the date at which each person became and ceased to be Director;
(iv) The post office address and calling of every such person, while a member;
(v) The names of all local units which have been approved at The National Council.
TREASURER – The Treasurer shall receive and have custody of all funds, securities and evidence of ownership of the Corporation, and shall deposit the same in the name of the Corporation in such bank or banks or with such depository or depositories as the Board of Directors may direct. Unless otherwise provided by resolution of the Directors, he/she shall, with another officer, sign all cheques, drafts, notes and orders for the payment of money, and shall pay out and dispose of the same under the direction of the Board of Directors. He/she shall pay all proper bills and claims made on the Corporation upon vouchers duly certified by the President, the Administrative Secretary, the General Secretary, or other persons authorized by the Board of Directors. He/she shall at all reasonable times exhibit the books and accounts to any Member or Associate Member of the Corporation during business hours. He/she shall sign or countersign such instruments as require his/her signature and shall perform all duties incidental to his/her office, or which are properly required of him/her by the Board of Directors.
ADMINISTRATIVE SECRETARY – Administrative Secretary shall be the chief administrative officer of the Corporation and shall work in the close consultation with the President and other officers and shall be responsible to the Board of Directors for the direction and management of the administrative affairs of the Corporation. The Administrative Secretary shall conduct the correspondence of the Corporation and shall issue notices for all meetings of the Corporation and the Board of Directors when directed to do so.
OTHER NATIONAL STAFF – Other Staff may be appointed by The National Council and shall perform all duties incidental to their office or which are properly required of them by the Board of Directors.
SIGNING POWERS
10. All deeds, conveyances or mortgages of real property, all contracts (except made in the ordinary course of business of the Corporation), and any other documents and instruments in writing requiring the signature of the Corporation shall be signed by the President or Vice-President together with either the Treasurer, General Secretary or Administrative Secretary or in the alternative, the Treasurer together with any one of the President, Vice-President, General Secretary or Administrative Secretary. All contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board of Directors shall have power from time to time by resolution to appoint any other officer or officers on behalf of the Corporation either to sign contracts documents and instruments in writing.
All cheques, drafts or orders for the payment of money, and all rates, acceptance and bills of exchange shall be signed by such officers and in such manner as the Board of Directors may from time to time designate.

SEAL
11. The seal of the Corporation, an impression whereof is stamped on the margin of page 1 of this By-Law, may when required be affixed to any By-Law of the Corporation by the Chair person of the meeting at which such a By-Law was passed and to any certificate that any document is a true copy of any By-Law or other record of the Corporation, by the President, General Secretary or another Director of the Corporation. The seal shall be affixed to any deeds, contracts, documents and instruments requiring the same by the persons signing them.

Laura Kate Pelton, Executive; and Vincent Ingham Goring and Roy Grant Demarsh, Clergymen; all of the City of Toronto, in the County of York and Province of Ontario; constituting them and any others who become members of the Corporation hereby created a corporation without share capital under the name of

The Student Christian Movement of Canada

for the following objects, that is to say:

(a) TO encourage inquiry and decision concerning the Christian faith among undergraduates and graduate students and faculty members in Canadian Universities and other institutes of higher learning, and, without limiting the generality of the foregoing, to engage in the following activities to further these objects: 1. TO establish groups in Canadian Universities and other institutes of higher learning which groups will be the local organization to carry out the said objects; 2. TO organize and conduct camps, summer work projects, discussion groups, lectures, conferences and meetings within local university groups and other institutes of higher learning and among the membership at large or any portion thereof; 3. TO develop relationships with churches, associations, societies and organizations which have objects in common with the Corporation; and 4. TO print, publish, buy, sell and otherwise deal in religious and educational books, magazines, periodicals, printed matter generally and stationary;
(b) TO solicit, accept and receive by way or transfer, gift, subscription, bequest, legacy, devise or otherwise any money, property, or any thing of value whatsoever either on endowment or to meet the general expenses of the Corporation; and
© For the objects aforesaid, to take over the undertaking now known as The Student Christian Movement of Canada;

THE HEAD OFFICE of the Corporation to be situate at the said City of Toronto and;

THE FIRST DIRECTORS of the Corporation to be Laura Kate Pelton, Vince Ingham Goring and Roy Grant DeMarsh, herein before mentioned;

AND IT IS HEREBY ORDAINED AND DECLARED that the Corporation shall be carried on without the purpose or gain for its members and any profits or other accretions to the Corporation shall be used in promoting its objects;

AND IT IS HEREBY FURTHER ORDAINED AND DECLARED that upon the dissolution of the Corporation and after the payment of all debts and liabilities, the remaining property of the Corporation shall be distributed or disposed of to the World’s Student Christian Federation.

GIVEN under my hand and Seal of office at the City of Toronto in the said Province of Ontario this eigth day of January in the year of Our Lord one thousand nine hundred and sixty.

(signature)
Provincial Secretary

(seal)