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Constitution and By-laws

Chapter 1. Definitions

Article 1.1          Name

The organization is called the New Brunswick Coalition for Pay Equity Inc., but its usual name is the New Brunswick Coalition for Pay Equity or the Coalition for Pay Equity, hereafter known as the Coalition.

Article 1.2          Head Office

The Coalition’s head office is located in Moncton, New Brunswick.

Article 1.3          Origin

Formally known as the Women’s Union for Pay Equity, the Coalition for Pay Equity is a non-profit organization established by the Fédération des dames d’Acadie in May 1998. The Coalition has been operating independently since 1999. The Coalition was incorporated under the name of the New Brunswick Coalition for Pay Equity inc. on May 14, 2007.

Article 1.4          Vision

The Coalition’s vision is a society in which the value of jobs, traditionally or predominantly held by women, is recognized and remunerated equitably.

Article 1.5          Mission

The New Brunswick Coalition for Pay Equity is a group of individuals and organizations that pursues and ensures the realization of the right to pay equity and to just conditions of work for women. To that end, the Coalition engages in communication, education, research, advocacy for the adoption and the implementation of adequate legislation, as well as public policy dialogue and development.

Article 1.6          Working Languages

French and English are the working languages of the Coalition.

Article 1.7          Administrative Bodies

The Coalition comprises three administrative bodies namely, the general meeting, the Board of Directors and the Executive Committee.

Article 1.8          Geographical Divisions

For representation on the Board of Directors, the Coalition recognizes six (6) geographical divisions as follows: North, Kent-Miramichi, Southeast, South, Capital, Upper River Valley (see Appendix 1).


Chapter 2. Goal and Objectives

Article 2.1          Goal

The Coalition’s goal is to achieve pay equity in New Brunswick, that is, an equal pay for work of equal or comparable value as well as just and equitable working conditions for women.

Article 2.2          Objective

The Coalition’s objective is to uphold and ensure compliance with human rights in New Brunswick and throughout Canada. In particular to uphold and ensure compliance with the right to equal pay for work of equal value and women’s right to be guaranteed just conditions of work, in accordance with the Canadian Charter of Rights and Freedoms, the Convention on the Elimination of All Forms of Discrimination against Women, and the International Covenant on Economic, Social and Cultural Rights.

Article 2.3          Means

The Coalition’s means to fulfill its mission may include:

  1. educating the public, taking into account the diversity of target groups, about issues related to equal remuneration for work of equal value and just conditions of work;
  2. participating in public policy dialogue and development that further equal remuneration for work of equal value and just conditions of work;       
  3. conducting and disseminating research to advance knowledge on equal remuneration for work of equal value and just conditions of work;
  4. receiving gifts, bequests, trusts, funds, and property and beneficially, or as a trustee agent, holding, investing, developing, managing, administering and distributing funds and property for the objects of the Corporation/Coalition, for and to such other organizations as are "qualified donors" under the provisions of the Income Tax Act and for such other purposes and activities ;
  5. conducting any and all activities and exercising any and all such powers as are incidental and ancillary to the achievement and furtherance of the objects of the Corporation/Coalition.


Chapter 3.  Members

Article 3.1          Categories

The composition of the Coalition reflects the diversity of women in New Brunswick society.  There are two categories of members:

  1. member organizations: non-profit organizations and unions which support the issue of pay equity or devoted to the promotion of women’s rights;
  2. individual members: persons who support the Coalition’s goals.

Article 3.2          Membership Requirements

To belong to the Coalition, members must:

  1. adhere to the basic principles set out in the Coalition’s constitution and bylaws;
  2. participate in the Coalition activities insofar as possible; and
  3. pay the membership fees set by the Annual General Meeting.


Chapter 4.  Annual General Meeting

Article 4.1          Composition

The general meeting is the meeting of all members of the Coalition. Member organizations may send one (1) representative.

Article 4.2          Terms and Conditions

  1. The Coalition convenes a General Meeting of its members once a year and all have one right to vote.
  2. A quorum for the general meeting is ten (10) members in addition to the members sitting on the Board of Directors.
  3. The Annual General Meeting is held at a place and time determined by the Board of Directors and is convened by the latter.
  4. The notice of the Annual General Meeting is sent to members at least 30 days in advance.  The notice includes the agenda, a list of vacant board positions, proposed amendments to the bylaws and any other information relevant to the business of the meeting.
  5. Except for an amendment to the constitution and Bylaws, in order for a vote to be valid, it must receive, as a minimum, the absolute majority (50% + 1) of the votes at the Annual General Meeting.  In case of a tie, the motion shall be defeated.

Article 4.3          Powers

The Annual General Meeting has the power to examine the Coalition’s circumstances and determine its direction.

Article 4.4          Agenda

The agenda of the Annual General Meeting shall contain:

  1. the adoption of the minutes of the previous General Meeting;
  2. a report of the Board of Directors’ activities;
  3. the Executive Director’s report;
  4. a report of the committees’ activities;
  5. a reviewed financial report according to the terms and conditions of article 11.2;
  6. budget estimates;
  7. amendments to Coalition bylaws, if applicable;
  8. the election of members of the Executive Committee and the Board of Directors;
  9. nomination of the persons responsible to review the financial statements, according to article 11.2; and
  10. any other points the members wish to discuss that are related to the Coalition’s mission.

Article 4.5          Meeting Procedures

The Code Morin shall apply and shall be interpreted liberally in order to encourage the expression of ideas and debates.


Chapter 5.  Special General Meeting

Article 5.1          Conditions

A Special General Meeting shall be held if ten (10) members from at least three different geographical divisions make such a request in writing to the Board of Directors specifying a single item that will be on the agenda as well as the reason for this request.

Article 5.2          Time and Place

A Special General Meeting shall be held within thirty (30) days of receiving the request, at a time and place determined by the Board of Directors.

Article 5.3          Notice

The notice of meeting and the reason for the Special General Meeting shall be sent to members at least one week (7 days) before the date set for the aforesaid meeting.

Article 5.4          Agenda

The agenda of the Special General Meeting shall not contain any topic other than the one for which it was convened, and no other items may be added during the aforesaid meeting.


Chapter 6.  Board of Directors

Article 6.1          Composition

  1. The Board of Directors is made up of eleven (11) people elected at the Annual General Meeting, the past Chair, as well as individuals with observer status as defined in 6.1 c) 8).
  2. The Coalition strives for a representation of at least 40% of each official linguistic group within the Board of Directors as well as a representation of aboriginal peoples and ethnic groups.
  3. The following persons sit on the Board of Directors:
    1. the Chair;
    2. the past Chair, during the first year following the end of the mandate as Chair;
    3. the Francophone Vice-Chair;
    4. the Anglophone Vice-Chair;
    5. the Secretary-Treasurer;
    6. one representative per geographical division as set out in article 1.8;
    7. one First Nation representative;
    8. a representative from each organization that contributes $5,000 a year will be invited to attend all Board meetings with an observer status, during the year beginning at the Annual General Meeting following their donation; and
    9. the Coalition Executive Director, on a consultative basis.

Article 6.2          Term

  1. Members of the Board of Directors shall serve a term of two (2) years.
  2. A member may hold the same position on the Board of Directors for a maximum of three (3) consecutive terms.

Article 6.3          Powers and Responsibilities

The Board of Directors:

  1. approves the minutes of the previous meeting;
  2. receives the reports;
  3. submits an annual report to the Annual General Meeting;
  4. sees to the implementation of the Coalition’s action plan; and
  5. evaluates the Coalition’s operations on an ongoing basis.

Article 6.4          Meetings

  1. The Board of Directors meets at least three (3) times a year and preferably four (4) times a year.
  2. A notice of meeting shall be sent to each Board member at least ten (10) days in advance.
  3. Six voting members shall constitute a quorum for meetings of the Board of Directors.
  4. The Board of Directors may establish its own rules of procedure.  In the absence of rules, the Code Morin shall apply.
  5. In case of a tie, the motion shall be defeated.
  6. The Chair may at any time convene a meeting at the request of two members of the Board of Directors.

Article 6.5          Withdrawal

Members of the Board of Directors are expected to attend full Board meetings. The Board of Directors will ask board members who miss three (3) meetings during one mandate to step down.

Article 6.6          Vacancy

In case of a vacancy, the Board of Directors has the power to appoint a replacement until the next Annual General Meeting.

Article 6.7          Conflict of Interests

Any Board member who is directly or indirectly interested, on a personal basis, in a contract with the NB Coalition for Pay Equity must state her or his interest to the Board, and step out of the meeting and any vote dealing with the contract in question. Any Board member must step out of discussions and votes where she or he appears to be in conflict. The conflict of interest shall be noted in the minutes of the meeting.

Article 6.8          Indivisibility of the Board

The Board’s decisions are taken democratically and each Board member is entitled to defend the position she or he feels right. However, when the majority has decided, the dissident Board member or members must support the result.


Chapter 7.  Executive Committee

Article 7.1     Composition of the Executive Committee

The Executive Committee is composed of the following:

  1. the Chair;
  2. the Past Chair;
  3. the Francophone Vice-Chair;
  4. the Anglophone Vice-Chair;
  5. the Secretary-Treasurer, and
  6. the Executive Director, on a consultative basis.

Article 7.2          Powers and Responsibilities

The Executive Committee:

  1. approves the minutes of its previous meetings;
  2. carries out the decisions of the Board of Directors and the General Meeting;
  3. takes the initiatives needed for the advancement of pay equity;
  4. sees to the smooth operation of the Coalition between the meetings of the Board of Directors;
  5. reports on its activities to the Board of Directors;
  6. hires the Executive Director; and
  7. oversees the hiring and evaluation of the Executive Director.

Article 7.3          Meetings

  1. The Executive Committee meets as needed between the Board of Directors’ meetings.
  2. The Chair may at any time convene a meeting at the request of two members of the Board of Directors.


Chapter 8.  Duties of the Members of the Board of Directors

Article 8.1          The Chairperson

  1. can chair in the official language of her or his choice but must be able to function in New Brunswick’s two official languages, i.e. to speak and to understand the oral and written word;
  2. chairs over all meetings of the Coalition;
  3. may chair Annual General Meetings;
  4. participates as an ex-officio member in the meetings of the Coalition’s committees whenever possible;
  5. is the official spokesperson for the Coalition;
  6. is the co-signer of all the Coalition’s official documents;
  7. submits a written report of the activities of the Board of Directors and the Coalition at the Annual General Meeting;
  8. supervises the Executive Director;
  9. assumes all other responsibilities normally related to her or his position; and
  10. is entitled to an ordinary vote.

Article 8.2          The Past Chair

  1. takes part in all meetings of the Coalition, save for a valid reason;
  2. assumes all other duties assigned to her or him by the Executive Committee.

Article 8.3          The Vice-Chairs

The Vice-Chairs:

  1. agree on who shall replace the Chair if she or he is unable to perform her or his duties;
  2. take part in all meetings of the Coalition, save for a valid reason; and
  3. assume all other duties assigned to them by the Executive Committee.

Article 8.4          The Secretary-Treasurer

The Secretary-Treasurer:

  1. sees that notices of meetings are sent to the designated members;
  2. participates in all meetings of the Coalition, save for a valid reason, and supports the Executive Director in taking notes, as required;
  3. sees that the list of Coalition members and committee chairs and members are kept up to date;
  4. sees that all the necessary correspondence is taken care of;
  5. supervises the accounting done by the Executive Director and ensures that the expenses are in line with the budget estimates;
  6. presents the financial report at the General Meeting; and
  7. assumes all other duties assigned to her or him by the Board of Directors.

Article 8.5          Division Representatives

Each geographical division representative is a member of a standing or Ad Hoc Committee and participates in the meetings of the Coalition’s Board of Directors.

Article 8.6         Observers

Observers as defined in 6.1 c) 8): a) are not privy to discussion and decisions concerning an individual’s employment (compensation, job evaluation, etc.).


Chapter 9.  Committees

Article 9.1          Standing Committees

The following Standing Committees are established:

  • Executive Director’s Contract and Evaluation Committee
  • Bylaws, Policies and Procedures Committee
  • Nominating Committee
  • Risk Assessment Committee
  • Strategy Committee
  • Fundraising Strategy Committee

The roles and responsibilities of Standing Committees are determined through an Internal Coalition policy.

Article 9.2          Ad Hoc Committees

The Board of Directors shall establish Ad Hoc Committees as required, for all tasks it considers necessary.


Chapter 10.  Election Procedures

Article 10.1          Nominating Committee

  1. At least two months prior to the Annual General Meeting, the Chairperson shall designate three members to form the Nominating Committee.
  2. The three members of the Committee shall elect a Chair from their members, who will also be the Elections Chair during the Annual General Meeting.
  3. The members of the Nominating Committee shall ensure that they find at least one candidate for each position open on the Board of Directors, taking into account the representation of the geographical divisions, the Francophone/Anglophone percentage and the diversity of the NB population.

Article 10.2          Election

  1. The chair of the Nominating Committee shall table her or his report at the beginning of the annual general meeting to give the members a chance to find out who is offering for each of the positions on the Board of Directors;
  2. At the time set on the agenda for the election, the Chair of the meeting shall invite the chair of the Nominating Committee to assume her or his role as elections chair.  If she or he is absent, the meeting shall propose an Elections Chair who shall be other than a candidate;
  3. The Elections Chair shall individually name all the positions open, in the order established in 6.1 c), and shall identify the candidate, who will indicate her or his consent for nomination to this position.  She or he shall then ask the meeting three times if there are any other nominations.
  4. Each person accepting nomination shall be asked to speak to a maximum of 3 minutes. Each person accepting nomination as Chair shall be asked to speak in both official languages to a maximum of 5 minutes as well;
  5. If there are no other nominations, the Elections Chair shall declare the candidate elected;
  6. If there are other nominations, voting shall take place by secret ballot.  At least two returning officers shall be appointed, that is, the Executive Director and another person who is not a candidate.
    1. The candidate who wins a simple majority of the votes shall be declared elected.  However, if there are more than two candidates, and none receives such a majority on the first ballot, the name of the candidate having obtained the least votes shall be eliminated, and another ballot shall be held until one candidate receives such a majority;
  7. The Chair of the meeting shall request a motion from the meeting to ratify the results of the election.


Chapter 11.  Finances

Article 11.1          Financial Year

The Coalition’s financial year shall be from March 1 of one year to the last day of February of the next year.

Article 11.2          Review

The Coalition shall have its financial statements reviewed every year by a person recognized by the Canadian Institute of Chartered Accountants or a committee of three (3) persons proficient in accounting appointed by the Annual General Meeting. If the Coalition’s annual budget is in excess of $150,000, it shall be required to have its financial statements reviewed by a person recognized by the Canadian Institute of Chartered Accountants.

Article 11.3          Access to Information

The summary of financial statements shall be accessible to any member who so requests in writing within a reasonable period of time.

Article 11.4          Signing Officers

All documents, cheques, money orders, or other, shall bear the signature of two (2) of the following persons: the Chair , the Secretary-Treasurer, the Southeast representative, and the Executive Director.

Article 11.5          Voluntary Duties

The members of the Board of Directors and Standing Committees assume their duties voluntarily but shall be compensated for expenses incurred for the Coalition in accordance with the financial policy established by the Board.


Chapter 12.          Amendments to Bylaws

Article 12.1          Deadline

All motions for amendments to the bylaws must be received by the Coalition office at least forty-five (45) days before the Annual General Meeting to be sent to members with the notice of meeting.

Article 12.2          Adoption

A motion for an amendment to the bylaws must receive at least two thirds of the votes cast at the Annual General Meeting in order to be adopted.

Article 12.3          Minor Changes

The Board of Directors shall have permission to make minor editorial changes in numbering and shall be permitted to correct textual errors and inconsistencies so long as there is no change in the actual meaning of the bylaws. The Board shall advise the membership within 14 days of any changes.

 

Annexe 1 /Appendix 1

Six N.B. divisions of the Coalition for Pay Equity

Regions Ridings
North 1 - Restigouche West
2 - Campbellton-Dalhousie
3 - Restigouche-Chaleur
4 - Bathurst West-Beresford
5 - Bathurst East-Nepisiguit-Saint-Isidore
6 - Caraquet
7 - Shippagan-Lamèque-Miscou
8 - Tracadie-Sheila
Kent-Miramichi 9 - Miramichi Bay-Neguac
10 - Miramichi
11 - Southwest Miramichi-Bay du Vin
12 - Kent North
13 - Kent South
Southeast 14 - Shediac Bay-Dieppe
15 - Shediac-Beaubassin-Cap-Pelé
16 - Memramcook-Tantramar
17 - Dieppe
18 - Moncton East
19 - Moncton Centre
20 - Moncton South
21 - Moncton Northwest
22 - Moncton Southwest
23 - Riverview
24 - Albert
25 - Gagetown-Petitcodiac
South 26 - Sussex-Fundy-St. Martins
27 - Hampton
28 - Quispamsis
29 - Rothesay
30 - Saint John East
31 - Saint John Portland
32 - Saint John Harbour
33 - Saint John Lancaster
34 - Kings Centre
35 - Charlotte-The Isles
36 - Charlotte-Campobello
Capital 37 - Oromocto-Lincoln
38 - Fredericton-Grand Lake
39 - New Maryland-Sunbury
40 - Fredericton South
41 - Fredericton North
42 - Fredericton-York
43 - Fredericton West-Hanwell
44 - York
Upper River Valley 45 - Carleton
46 - Carleton-Victoria
47 - Victoria-La Vallée
48 - Edmundston-Madawaska Centre
49 - Madawaska Les Lacs-Edmundston