MEF Constitution

See also: Bylaws

1. NAME AND FUNCTION
   
   The name of the organization is the Mathematics Endowment Fund, hereinafter referred to as "MEF". It is to function as a semi-autonomous non-profit organization within the University of Waterloo, hereinafter referred to as the ``University''.
   
   
2. PURPOSE
   
   The objects of MEF, subject to Section 3 of the University of Waterloo Act, 1972, are to raise funds to be used for an on-going commitment to improving undergraduate mathematics education at the University and to make recommendations with respect to the investment and administration of such funds and the application of such funds in furtherance of such improvement.
   
   Only funds generated through the investment of donations, hereafter referred to as ``income'', shall be spent. The term ``Funds'' when used in this Constitution, shall mean the funds raised by MEF and held by the University on separate account in accordance with this Constitution and all income accrued thereto.
   
   MEF is to always act in the best interest of undergraduate mathematics education and to make recommendation only with respect to expenditure of Income in a fair and equitable manner keeping in mind the needs of undergraduate mathematics education at the University of Waterloo.
   
   MEF shall recommend the use of the Funds for such mathematics projects needs as teaching resources, laboratory equipment and student projects of an educational nature and such other purposes as MEF shall consider appropriate.
   
   
3. POWERS
   
   To achieve the purposes and objects aforesaid, MEF shall have the following powers subject to the provisions of the University of Waterloo Act, 1972, and the control and authority of the University's Board of Governors, the University Senate, and the Office of the President, and Vice-Chancellor:
   
   1. To solicit funds in ways approved by the University of Waterloo;
   2. To guide the University of Waterloo in making recommendations to the University with respect to use of the Funds held by the University on behalf of MEF
   3. To receive a monthly and yearly report from the University with respect to the income and the capital of the Funds and to require the University to hire a separate ``money manager'' to administer the funds. The cost of the money manager shall be paid out of the Funds;
   4. No power to Sign on Behalf of the University
      MEF shall have no power to make any financial commitments or undertakings of any kind that might be contractually binding on the University and all formal documents making any commitments or contracts shall be signed in the name of the Universtiy in a manner and by such persons as shall by directed by the Board of Governors of the University;
   5. Faculty of Mathematics not to be Affected
      And provided further that the powers of the MEF Directors as provided herein, or as they may be executed, shall in no way interfere with or otherwise adversely affect the autonomy of the Faculty of Mathematics in the adverse effect on the funding of the Faculty of Mathematics and shall be held by the University in a separate account separate from all general funds of the University;
   6. University to be Reimbursed for Expenses
      And provided further that all direct and indirect expenses of MEF shall be paid by MEF from its earnings, and that the general accounts or the University shall be fully reimbursed from the particular accounts of MEF, unless otherwise stipulated in a written agreement with the University, for all or any services provides to MEF or expenditures made by the University in connection with management or operation of MEF including the cost of hiring a separate money manager to administer the Funds;
   7. Periodic Review by the University
      And provided further that MEF and its Constitution shall be subject to periodic review by the Board of Governors of the University, such review to be carried out in the light of any new or revised policies established by the Board of Governors or the Senate of the University for the purpose of defining or controlling the affairs of earnings of Institutes or Committees or similar groups which may be established under the authority of the Board of Governors or the Senate of the University.
      
      
4. DIRECTORS
   
   The affairs of MEF shall be managed by its Directors, who shall receive no renumeration for acting as such, in accordance with this Constitution and the by-laws of MEF.
   
   The Board of Directors shall have no authority to initiate expenditures, save for those that may be necessary for the administration of MEF. The Funding Council shall have sole authority to propose non-administrative expenditures, subject to approval by the Board of Directors.
   
   1. Members of the Board of Directors
      
      There shall be a minimum of ten (10) directors and a maximum of fifteen (15) directors provided that there shall always be a minimum two-thirds (2/3) majority of student directors on the Board of Directors.
      The Board of Directors shall consist of the following voting members who must be members of MEF and must be a minimum of eightteen (18) years of age:
      
      1. Three (3) student-elected directors, one for each of the Spring, Winter and Fall terms;
      2. The Dean of Mathematics, ex officio;
      3. One (1) Math Alumni Representative (as recommended by the Dean of Mathematics);
      4. Four (4) students (one of which will represent St. Jerome's College) and one (1) faculty member as appointed by the Funding Council; and
      5. Such additional directors (up to a maximum of five (5) additional directors) as may be determined by resolution of the then existing Board of Directors.
         
   2. Term of Office
      
      Excluding the ex-officio members, the term of office for a director shall be determined by the Board of Directors and shall not exceed sixteen (16) months from the date of appointment or election. Directors shall be eligible for re-election.
      
      The office of director shall be automatically vacated:
      
      1. if a director resigns an office by delivering a written resignation to the Secretary of MEF;
      2. if the director is found by a court to be of unsound mind;
      3. if the director becomes bankrupt;
      4. if in a special general meeting of members, duly called for that purpose, a resolution is passed by at least three quarters (3/4) of the members present at the meeting that the director be removed from office;

      
      Provided that if any vacancy shall occur for any reason in this paragraph contained, the remaining members of the Board of Directors by majority vote, may fill the vacancy with a member of MEF.
      
      

5. MEMBERSHIP OF MEF
   
   Membership shall include, but not be limited to, all University of Waterloo Undergraduate Mathematics students, and members of the Board of Directors. There shall be no membership fees or dues.
   
   
6. ANNUAL GENERAL MEETING
   
   The directors of MEF shall call an annual meeting of the members at the University of Waterloo on a day and at a time as shall be determined by the directors and fixed by a by-law of MEF. At this meeting, a report shall be given by the On-Stream director. This report shall include:
   
   1. any expenditures made by MEF in the preceding year;
   2. the financial position of MEF;
   3. any changes in the by-laws of MEF; and
   4. any other business arising from the meeting.
      
      
7. FUNDING COUNCIL
   
   The Funding Council is responsible for reviewing and recommending funding grants before passing them to the Board of Directors for approval. It shall act as a body representing each undergraduate Mathematics discipline in a fair manner. All by-laws of MEF and amendments thereto must be approved by a majority of the Funding Council at a meeting duly called for that purpose. A minimum of two-thirds (2/3) of the members of the Funding Council present in person shall constitute a quorum for approval of such by-laws and amendments.
   
   The following persons shall constitute voting members of the Funding Council:
   
   1. Two (2) student representatives from each department of the Faculty of Mathematics, as well as two (2) students representing the faculty programs (eg. non-specialist, general), and a further two (2) students representing St. Jerome's College, all of whom will serve for the duration of their current school term;
   2. Three (3) student representatives elected from each year of an undergraduate mathematics program, who will serve for the duration of their current school term;
   3. One (1) faculty member representative from each department of the Faculty of Mathematics, as well as one (1) faculty member representing the faculty programs,(These positions are conditional on the department appointing members to fulfill part 1 );
   4. Two (2) alumni representatives as recommended by the Dean of Mathematics;
   5. And the on-stream Endowment Director, who will serve as the Funding Council chair and shall vote only in the event of a tie.
      
      
8. AUDITORS
   
   The accounts of MEF shall be audited by the Auditors of the University, who are appointed by the Board of Governors. In the event that MEF requests an additional audit, any expenses or fees or services for such audits shall be charged to the particular accounts of MEF.
   
   
9. AMENDMENT TO THE CONSTITUTION
   
   Any constitutional amendment can only be enacted by a referendum of the Membership of MEF with a simple majority of those who vote.
   
   
10. APPROVAL OF THE CONSTITUTION
    
    Before becoming effective, the Constitution of MEF and any amendments thereto shall be approved by the Board of Governors of the University.
    
    
11. ESTABLISHMENT OF A SEPARATE FOUNDATION
    
    In the event that the members, through a majority vote to that effect at a membership referendum, determine that it is desirable to set up a new fund, with similar objects to MEF but wholly separate from the University, a separate fund may be set up (hereinafter referred to as the ``New Fund'') and this Constitution shall continue to apply to the funds held by the University of Waterloo.
    
    Provided, however, that if the Board of Governors of the University after consideration of the objects and powers of the New Fund, determine that it is in the best interest of the University to transfer the Funds, and Revenue Canada and the Public Trustee for the Province of Ontario approve such transfer, the University shall transfer the Funds to the New Fund upon such terms and conditions as the Board of Governors of the University may direct. After such transfer is finalized, MEF shall be dissolved.
    
    
12. DISSOLUTION
    
    If for any reason MEF is dissolved and funds are not transferred to a New Fund, the following restrictions to dissolution apply:
    
    
    1. Upon dissolution, the funds, after payment of all debts and liabilities, shall remain the property of the University of Waterloo, a registered charity, to be used as recommended by the Dean of Mathematics, for the purposes of benefitting Undergraduate programs in the Faculty of Mathematics at the University;
    2. If the Faculty of Mathematics at the University of Waterloo no longer exists, the Funds shall be used for such other educational purposes as the Board of Governors of the University of Waterloo may direct;
    3. Voluntary dissolution shall take place only after a majority vote to that effect at a membership referendum. The majority vote shall be based on the number of votes cast.
       
       
13. DRAFTING BY-LAWS
    
    The directors of MEF, at their earliest convenience and subsequently as may be required, shall draft by-laws in concert with the general aims and objectives of MEF relevant to the management of the affairs of MEF and the procedures of the meetings of members, the meetings of directors and the meetings of the Funding Council and without limiting the generality of the foregoing. These shall include at least the following:
    
    1. Definition of quorum, frequency of regular meetings, notice of meetings, minutes and records, etc.;
    2. Formality of making and passing resolution, and voting procedures;
    3. Establishment of officers of MEF, and their duties and responsibilities;
    4. Establishment of any standing committees, such as an executive committee, and their powers, duties or responsibilities;
    5. Establishment of a fiscal year, which shall coincide with the University's fiscal year, and accounting procedures which shall be satisfactory to and approved by the University's Treasurer and the University's Auditors.

    The by-laws as passed by the directors shall not be effective until ratified by the Funding Council persuant to Section 7 hereof.
    
    

14. AUTHENTICATION OF ACTS OF DIRECTORS
    
    All acts of the directors of MEF shall be taken or confirmed by way of resolution of the directors passed at a duly constituted meeting and duly recorded by written minutes. Within a period of not more than ten days following the date of any duly constituted meeting of the directors, a copy of the minutes of the said meetings shall be forwarded or delivered, as indicated above, to the University offices of the President, the Vice-President Academic and Provost, and the Treasurer.
    
    
15. NO GAIN TO DIRECTORS
    
    MEF shall be carried on without the purpose of gain for its directors and any profits or other accretions to MEF shall be used in promoting its objects.