Revised and adopted: February 2nd, 2008

1. INTERPRETATION

1.1 All previous By-Laws of the Federation of New Brunswick Faculty Associations Inc. are repealed as of the date of the adoption of these present By-Laws.

1.2 "Federation" and "FNBFA" mean the Federation of New Brunswick Faculty Associations Inc.

"Board" means the Board of Directors of the Federation as described in these By-Laws.
"Executive" means the executive committee of the Federation.
"CAUT" means the Canadian Association of University Teachers.
"Director" means a member of the Board of Directors who is appointed or elected in accordance with these By-Laws.
"Officer" means the President, the Vice-President, the Secretary-Treasurer and the Past President, or a Director acting in one of these capacities from time to time.
"Signing Officer" means a person authorized in accordance with these By-Laws to make disbursements from the funds of the Federation, or to execute contracts and other documents or instruments which are binding upon the Federation.
"Special Resolution" means a resolution passed by not less than three/fourths (3/4) of those members entitled to vote who are present in person at a Board meeting of which a notice containing the proposed resolution and specifying the intention to propose the resolution has been duly given in accordance with these By-Laws.

1.3 Both the French and the English versions of these By-Laws shall be considered to be an official text. In the event of a conflict, the French version shall prevail.

2. NAME

2.1 The name of the Federation is the Federation of New Brunswick Faculty Associations Inc. / Fédération des associations de professeures et professeurs d'université du Nouveau-Brunswick Inc.

3. OBJECTIVES

3.1 The objects of the Federation are to promote the interest of teachers and librarians in the universities of New Brunswick, to advance the standards of their profession, and to seek to improve the quality of higher education in the province.

4. AFFILIATION

4.1 The Federation is affiliated with the Canadian Association of University Teachers / Association Canadienne des professeures et professeurs d'université.

5. MEMBERSHIP

5.1 The members of the Federation shall be those faculty associations/unions of professors and librarians of the universities of New Brunswick, in good standing, and any other faculty association/union of professors and librarians of universities of New Brunswick admitted to membership by the Board in accordance with Article 5.2.

5.2 A university faculty association/union in New Brunswick may apply for membership in the Federation on written application to the Executive containing the following information:
a) the name of the association/union and its place of business;
b) an extract of the minutes of a meeting of the association containing the resolution by which its membership indicates its willingness to become members of the Federation;
c) two (2) copies of its constitution By-Laws;
d) the names of its Executive members;
e) the number of members in good standing and the number of fee paying members;
f) the payment of one dollar ($1.00), as an entry fee.

Following a study by the Executive, the Board may approve the application for membership by a simple majority vote of members of the Board present and entitled to vote at a duly constituted Board meeting on due notice to the members of the Board that such a vote will take place.

5.3 Membership in the Federation shall cease if the faculty association/union ceases to exist, or if, by notice in writing to the Federation, the faculty association/union resigns its membership.

5.4 Membership in the Federation may be suspended or withdrawn by a two-thirds (2/3) majority vote of members of the Board present and entitled to vote at a duly constituted Board meeting, on due notice to the members of the Board that such a vote will take place, where the actions of any association/union:
a) are considered contrary to the present By-Laws;
b) have caused prejudice to the Federation.
Before proceeding with the withdrawal or suspension of an association the Executive shall give two (2) notices to the association in question before presenting a recommendation to the Board. The second notice shall precede the recommendation to the Board by at least thirty (30) days. The association shall be invited to give its explanations to the Board which shall make a decision at a duly constituted Board meeting. Any association/union that has been withdrawn or suspended loses all the rights it held under the present By-Laws.

5.5 Membership in the Federation shall not be transferable.

5.6 Associate membership in the Federation may be granted by the Board, in accordance with Article 5.2, but faculty associations/unions so admitted shall not have voting rights in the Federation.

6. BOARD OF DIRECTORS

6.1 The governing body of the Federation shall be the Board of Directors.

6.2 Each member faculty association/union is entitled to appoint one voting member with permanent voting status to the Board of Directors, being the President of the member association/union or his/her delegate.

6.3 Board members may be replaced on appropriate notice from the Executive of the member faculty association/union.

6.4 On appropriate notice from the Executive of the member association/union to the President of the Federation, member faculty associations/unions may appoint deputies to replace Board members who will be temporarily absent.

6.5 In addition to the voting Board members appointed in accordance with Article 6.2, there shall be four (4) other voting members of the Board of Directors with permanent voting status: a President, a Vice-President, and a Secretary-treasurer, elected in accordance with Article 10.5; and the Past-President. The Past-President remains in office for the whole year following the end of her/his mandate as President.

6.6 The President of the Canadian Association of University Teachers, or his/her delegate, and the Chair of each permanent Committee of the Board created under Article 6.9 (a) hereof, ex officio, shall be non-voting members of the Board of Directors; however, no member of the Board of Directors appointed or elected in accordance with Articles 6.2 and 6.5 herein shall be prohibited from exercising his/her regular voting privileges because of a concurrent entitlement under this present Article 6.6 to non-voting membership by reason of such ex-officio status. Notwithstanding the foregoing, the Chair of any permanent Committee of the Board, or her/his delegate, shall be permitted to vote at a Board meeting at which, at the invitation of the President, that Committee presents a formal report; provided that the exercise of such voting privilege shall not be interpreted in such a manner as to grant more than one (1) vote to any Board member at any one (1) Board meeting.

6.7 All matters shall be decided by a simple majority of the votes cast at a meeting of the Board of Directors, except as provided in Articles 5.4, 10.10, 14.1 and 18.1 of these present By-Laws. Each member of the Board, other than those members identified in Article 6.6 hereof, shall have one vote. The President shall vote only in the case of a tie.

6.8 The quorum of the Board of Directors is any five (5) directors with permanent voting status who represent at least three (3) member associations/unions. In the absence of the President, the Vice-President will take the Chair; in the absence of the Vice-President, another member appointed by the Board will take the Chair. The Chair shall vote only in the case of a tie.

6.9 The Board of Directors is the supreme authority of the Federation. It shall specify, by resolution, the policies and the direction of the Federation. It shall report annually to the Plenary Session on the activities of the past year and on policies planned for the coming year. It shall consider all recommendations brought to it by the Plenary Session. In addition, the Board of Directors
a) may create permanent committees and ad hoc committees, as necessary;
b) shall approve the budget and the financial report;
c) shall establish and collect the membership dues;
d) shall receive and ratify applications for membership;
e) shall decide on suspension or withdrawal of a member association/union in accordance with Article 5.4;
f) shall take any action deemed necessary for the good functioning of the Federation and the promotion of its goals;
g) shall decide whether or not to dissolve the Federation and join any other organization; and
h) shall adopt new By-Laws as necessary to conduct the affairs of the Federation.

7. EXECUTIVE COMMITTEE

7.1 The Executive Committee shall consist of the four (4) officers of the Federation designated in Article 8.1 hereunder.

7.2 Subject to Article 6.1, the Executive shall assure the good functioning of the FNBFA by executing the decisions of the Board and by attending to current business between Board meetings.

7.3 The quorum of the Executive Committee is three (3) members.

8. DUTIES OF OFFICERS

8.1 The officers of the Federation shall be: The President, the Vice-President, the Secretary-Treasurer, and the Past President.

8.2 The President shall:
a) preside at all meetings of the Board, the Executive Committee, and the Annual Plenary Session and the Annual General Meeting of the Federation;
b) ensure that the policies set by the Board are implemented;
c) ensure, as much as possible, that all officers, committees, and employees perform their respective duties;
d) take actions of an emergency nature for the benefit of the Federation only if a meeting of the Board or the Executive Committee cannot be called in time to approve such actions and only after contacting as many members of the Executive Committee as possible to discuss the actions;
e) represent the Federation at meetings of the CAUT Council as the official delegate of the Federation.
If the President does take actions of an emergency nature, he/she shall call a meeting of the Board or of the Executive Committee (depending on the seriousness of the actions) as soon as possible after the actions were taken to seek approval for them.

8.3 The Vice-President shall carry out the duties assigned by the President and shall fulfill the duties of the President in the case of his/her absence or incapacity.

8.4 The Secretary-Treasurer in his/her capacity as Secretary shall:
a) ensure that notices and agenda for all meetings of the Federation are issued in accordance with these By-Laws;
b) ensure that minute books for such meetings are maintained;
c) maintain a register of member faculty associations/unions;
d) maintain custody of the seal of the Federation;
e) carry out any other duties assigned by the President.

8.5 The Secretary-Treasurer in his/her capacity as Treasurer shall:
a) be responsible for the care and custody of the funds, assets, and property of the Federation;
b) keep records of dues paid by member faculty associations/unions;
c) maintain books of account which shall be open for inspection, on reasonable request, by any member faculty association/union of the Federation;
d) present an account of the Federation's finances at the Annual General Meeting;
e) file with the appropriate authorities, the annual statement as required by law;
f) make other financial reports required by law;
g) carry out any other duties as assigned by the President.

8.6 The Past President shall carry out the duties assigned by the President and shall fulfill the duties of the President in the case of the absence or incapacity of the President and the Vice-President. The Past President shall also represent the Federation at meetings of the CAUT Council as the official alternate delegate of the Federation.

8.7 The signing officers of the Federation shall be the President and/or the Secretary-Treasurer, and/or other persons so designated from time to time by the Executive Committee.

9. EXECUTIVE DIRECTOR

9.1 There shall be an Executive Director appointed by and responsible to the Board. The Executive Director shall report to the President, and shall seek direction from the President, when necessary. on the day-to-day administrative operations of the Federation and in matters concerning the interpretation and/or implementation of Board policies.

9.2 The general duties, remuneration, and term of service of the Executive Director shall be stated in a contract between the Federation and the Executive Director. The Board may, in its discretion, make suitable contractual arrangements with any individual or firm to carry out the duties of the Executive Director if it appears that such arrangements would be more advantageous to the Federation than the entering of a contract of employment.

9.3 The specific duties of the Executive Director shall be further defined in a Job Description, drawn up by the Executive Committee in consultation with the Executive Director and approved by the Board. This job description may be revised from time to time by mutual agreement.

10. MEETINGS AND ELECTIONS

10.1 An ordinary general meeting of the Board normally shall be held five (5) times in each fiscal year; and in any event, the Board shall meet in ordinary session at least three (3) times in each fiscal year. The dates for as many Board meetings in the immediately – forthcoming fiscal year as is possible at that time shall be fixed by that year's incoming Board of Directors at the Annual General Meeting in May; and the dates of all remaining Board meetings shall be fixed not later than last day of October in the then-current fiscal year.

10.2 The President, the Vice-President or the Secretary-Treasurer shall call an ordinary general meeting of the Board at the times stated in Article 10.1 herein by giving at least two (2) weeks' notice of the place and time of the meeting and by sending the agenda to the members of the Board at least seven (7) days in advance of the meeting. the President, the Vice-President or the Secretary-Treasurer may, however, call any such ordinary meeting, observing the proper notice requirements, for the nearest alternative date if it appears that a majority of Board members would be unable to attend any meeting scheduled in accordance with Article 10.1 herein.

10.3 In addition to the ordinary general meetings of the Board contemplated in Paragraphs 10.1 and 10.2 herein, there shall be an Annual General Meeting of the Board in each fiscal year.

10.4 The Annual General Meeting of the Board, and the Annual Plenary Session of the Federation will be held between April 1st and May 15th. At least thirty (30) notice of the place and the time of the Annual General Meeting, and the agenda, shall be given to Board Members. Notice of the time and place of the Annual General Meeting, and the agenda, shall also be published in the official newsletter of the Federation at least thirty (30) days in advance of the meeting.

10.5 The President, Vice-President and the Secretary-Treasurer shall be elected for a period of one (1) year by the Plenary Session.

10.6 A nominating committee comprised of up to three members from different member associations shall be appointed annually by the Board to propose a slate of nominees of members in good standing with their constituent faculty associations/unions for election to the offices of President, Vice-President and Secretary-Treasurer of the Federation.

10.7 The report of the nominating committee with the names of the nominees for officers of the Federation shall be published with the agenda for the Annual Plenary Session and shall be circulated to the members of the Board at least thirty (30) days in advance of that meeting. The names of the nominees shall also be published to the general membership of the Federation at least thirty (30) days in advance of the Annual Plenary Session. Additional nominations may be given to the President or the Secretary-Treasurer up to the close of nominations at the Annual Plenary Session as long as these nominations are signed by at least five (5) members from the constituent faculty associations/unions in good standing and by the person nominated to indicate a willingness to stand for election.

10.8 Officers shall retire at the end of the Annual General Meeting, at which time those newly elected shall assume office. In the event of the re-election of an incumbent President, the incumbent Past-President shall remain in office for an additional term.

10.9 In the event of the resignation of an officer before the expiry of his/her term or in the event of the inability of an officer to serve his/her term, the vacancy thereby created may be filled for the unexpired period of the term by the members of the Board.

10.10 The Board may, by special resolution, remove any officer before the expiry of his/her term and appoint a replacement for the unexpired period of the term.

10.11 The Secretary-Treasurer shall convene an Extraordinary General meeting of the Board within two (2) weeks of receipt of a petition asking for such a meeting, stating its purpose and signed by members of the Board representing at least two (2) member faculty associations/unions.

10.12 With the exception of an Extraordinary General Meeting, the minutes of the previous general meeting, including the Annual General Meeting, shall be distributed at the next general meeting for consideration and approval by the Board.

10.13 The President shall report to the Board on the actions taken and decisions made on behalf of the Federation by the officers and the Executive Committee since the previous meeting of the Board.

10.14 All meetings shall be conducted in accordance with Bourinot's Rules of Order.

11. PLENARY SESSIONS

11.1 Every year the Federation shall call a plenary session to which delegations of not more than ten (10) persons from each member association/union shall be invited. At this meeting activities of the past year shall be reviewed and policies shall be put forward for the coming year. The meeting, chaired by the current or Past President, shall be of an advisory nature and shall make its recommendations to the Board based on a plurality of votes cast. It shall also elect the President, the Vice President and the Secretary-Treasurer.

11.2 The Annual Plenary Session shall be held immediately prior to, and in the same location as, the Annual General Meeting. Notice of the Annual Plenary Session shall be given, and the agenda circulated, by publication in the official newsletter of the Federation at least thirty (30) days in advance of the Annual Plenary Session.

12. NEWSLETTER

12.1 There shall be an official newsletter of the Federation, known as "Reflexions”, which shall be published and circulated to the individual members of constituent faculty associations/unions not less than five (5) times in each fiscal year.

13. FISCAL YEAR

13.1 The fiscal year of the Federation shall terminate on the 30th day of April in each year.

14. BORROWING POWERS

14.1 The borrowing powers of the Federation may be determined and exercised by special resolution of the Board.

15. AUDITORS

15.1 The financial records of the Federation shall be audited at the end of each fiscal year by a certified accountant or firm appointed by the Board.

16. DUES

16.1 The annual membership fee shall be levied against each member association/union and shall be based upon local membership. The rate shall be established by the Board at the Annual General Meeting.

16.2 The Board may allow lower dues for part-time members of constituent faculty associations/unions than for full-time members.

16.3 Changes in dues shall take effect from July 1 of the year in question, or at such other time as may be specified by the Board.

17. BOOKS AND RECORDS

17.1 The books and records of the Federation may be inspected by any member association/union at any reasonable time with due notice to the registered office of the Federation.

18. AMENDMENTS

18.1 These By-Laws may be amended on ten (10) days' written notice of the proposed amendment by a two-thirds (2/3) majority vote of the members of the Board present and voting at any meeting of the Board.