The Constitution of the Cordite Foundation

The Constitution

  • Section I Introduction

  • General
  • Foundation Mandate
  • Establishment of the Trust Account
  • Scope of Foundation Activities
  • Section II Membership

  • Provisional Membership
  • Non-Voting Membership
  • General Membership
  • Distinguished Membership
  • Directorship
  • Recall of Directors
  • Expulsion for Cause
  • Secretarial Expulsion
  • Section III Board of Directors

  • General
  • Director Duties & Eligibility
  • Board of Director Meetings
  • Interim Board of Director
  • Section IV Annual General Meeting

  • General
  • General Votes
  • Secretarial Votes
  • Proxy Votes
  • Section V Finances

  • General
  • Communications
  • Source of Revenue
  • Annual Budgets
  • Issue of Tax Receipts
  • Audit
  • Financial Limitations

Section I - Introduction

101. General

The full name of the organization shall be the "The Royal Military College of Canada, Department of Mechanical Engineering, Cordite Foundation" hereafter referred to by the short title "The Cordite Foundation" or simply the "Foundation". The Liquid assets of the Foundation shall be contained in the "Cordite Foundation Trust Account" hereafter "Trust Account".

The Foundation shall respect both official languages of Canada and to the best of its abilities communicate with the membership at large in the preferred language of each individual member. Official documents of the Foundation shall be published in bilingual format. However, should a discrepancy exist between the English and French versions of this Constitution or any other official publication of the Foundation, the English version of the document shall take precedence.

102. Foundation Mandate

The mandate of the Foundation is to provide financial support to those activities of the staff and students of the Department of Mechanical Engineering that add value to their experiences at the Royal Military College of Canada (RMC). The Foundation shall not normally provide financial support to activities that rightly should be fully funded by the Crown, nor shall the Foundation pay salaries in any form.

103. Establishment of the Trust Account

The RMC Unit Fund is established by the Commandant of RMC, under authority of Queens Regulations & Orders Article 27.01 as amplified by Queens Regulation (Canadian Military Colleges) Articles 2.83, 2.87 and by Non-Public Fund (NPF) directives and the Canadian Forces Base Kingston Base Fund Instructions. The Trust Account is a partitioned section of the RMC Unit Fund, established on the authority of the Commandant for the purpose of holding the liquid assets of the Foundation.

104. Scope of Foundation Activity

The business of the Foundation is: to seek financial gifts for the Trust Account, within the framework of national and local regulations and policy pertaining to the solicitation of sponsorships and donations; to promote itself, the Department of Mechanical Engineering and those departmental activities which it deems appropriate; and to make recommendations to the RMC NPF Manager of the Trust Account, on the payment of expenses for those activities that are consistent with the mandate of the Foundation. These activities might include, but are not limited to, the following:

  • those activities that support the traditions and customs of the Armed Forces
  • those activities that contribute to motivation towards service to Canada, the Department of National Defense, the Canadian Forces and the Engineering Profession
  • those activities that provide opportunities for students and staff to interact with visiting scholars, distinguished Canadians, RMC graduates, senior officers, academic and support staff so as to enrich the student learning experiences at RMC.
  • those activities that contribute to an improved sense of comradeship and esprit de corps among students, alumni, current and former staff of the department.

SECTION II - Membership

201. Provisional Membership

Any person desiring to be a member of the Foundation, who presents him or herself at the Annual General Meeting with a total donation of not less than $100, will be considered a Provisional Member of the Foundation. Such a person shall be permitted to participate in the Annual General Meeting without the right to vote. Provisional Members who have provided the Secretary of the Foundation with a current email address, mailing address or phone number, shall be listed on the membership rolls as Provisional Members.

202. Non-Voting Membership

Any person who desires to be listed on the membership rolls, makes a total donation to the Trust Account of less than $100 that is accepted by the Commandant, and provides the Secretary with a current email address, mailing address or phone number, will be considered a Non-Voting Member of the Foundation. Such a person shall be permitted to participate in the Annual General Meeting without the right to vote.

203. General Membership

Any person who desires to be listed on the membership rolls, makes a total donation to the Trust Account of not less than $100, that is accepted by the Commandant, and provides the Secretary with a current email address, mailing address or phone number, will be considered a General Member and will have their name appear on the membership rolls as a General Member. Such a person will be eligible to participate in the Annual General Meeting of the Foundation, nominate members of the Foundation to the Board of Directors, to be elected and serve as Foundation Secretary on the Board of Directors as a Non-Voting Director and participate in all General and Secretarial votes .

204. Distinguished Membership

Any person who desires to be listed on the membership rolls, makes a total donation to the Trust Account of not less than $500 that is accepted by the Commandant, and provides the Secretary with a current email address, mailing address or phone number, will be considered a Distinguished Member and will have their name appear on the membership rolls as a Distinguished Member. Distinguished Members are eligible to: participate in general meetings of the Foundation, participate in all General and Secretarial Votes, be nominated to positions on the Foundation Board of Directors and if elected to a directorship, fully participate in Board of Director meetings and participate in the day to day business of the Foundation consistent with their elected role.

205. Directorship

The governing body of the Foundation is the five to seven member Board of Directors. Each member of the Board of Directors, with the exception of the ex-officio member, shall be elected by the membership at large, normally at the Annual General Meeting. The directorships are the Chair, the Deputy Chair, the Secretary, the Treasurer, the Department Head and a maximum of two Directors Without Portfolio. Only distinguished members of the Foundation are eligible to be elected and serve as directors, with the exception of the Foundation Secretary and the DepartmentHead. The term of service for directors will normally be two years, however on the completion of a term of service, a director may be re-elected to subsequent terms.

206. Recall of Directors

Directors who fail to fulfill their elected obligations, for any reason, or behave in such a manner as to bring discredit to the Foundation or the Royal Military College or the ideals for which they stand, can be recalled from office by a majority vote of the membership. Such a vote shall be initiated on the recommendation of the Commandant, a majority decision of the Board of Directors itself or by a petition signed by one third of the distinguished members of the Foundation.

207. Expulsion for Cause

Any member other than a director who behaves in such a manner as to bring discredit to the Foundation, or the Royal Military College, or the ideals for which they stand, can be stricken from the membership rolls and barred from participation in Foundation activities. Such an expulsion will be considered by the Board of Directors on the recommendation of the Commandant and becomes effective on a majority vote of the Board of Directors.

208. Secretarial Expulsion

Any member who discontinues the email address, mailing address and phone number provided to the Secretary; or fails to respond to Secretarial Votes, will be temporarily stricken from the membership rolls for the purpose of determining whether a quorum existed for a particular Secretarial Vote. Such a person shall be deemed to be Temporarily Secretarially-Expelled from the Foundation. A person who has been Temporarily Secretarially-Expelled from the Foundation shall loose all membership rights until such time as they re-establish communication with the Foundation Secretary by either providing a current email address, mailing address or phone number or by attending an Annual General Meeting, at which time they will be returned to their pre-expulsion status.

SECTION III - Board of Directors

301. General

The Board of Directors is the governing body of the Foundation, responsible for day to day management; solicitation of donations to the Trust Account; accepting and processing applications for financial support on behalf of the Department of Mechanical Engineering; managing membership rolls; communicating with the membership at large, conducting the Annual General Meeting and making recommendations to the RMC NPF Manager of the Trust Account on the payment of expenses. All members serving on the board of directors will do so without remuneration of any kind. Members of the current Board of Directors are listed in Annex A.

302. Directors' Duties and Eligibility

Chair
The Foundation Chair is responsible for providing overall strategic direction to the Foundation, chairing semi-annual meetings of the Board of Directors and the Annual General Meeting of the Foundation, managing all aspects of fund raising for the Foundation and making recommendations to the treasurer on the payment of expenses from the trust account. The Chair will be elected from the list of distinguished members of the Foundation, for a two-year term and on completion of his/her term may be re-elected to subsequent terms.
Deputy Chair
It is the primary duty of the Foundation Deputy Chair to act as an understudy to the Chair and fulfill the responsibilities of the Chair should he/she become incapacitated or otherwise be incapable of fulfilling his duties as Chair. In addition the Deputy Chair is responsible for the detailed planning and management of foundation fundraising efforts. The Deputy Chair will be elected from the Foundations list of distinguished members, for a two-year term and on completion of his/her term may be re-elected to subsequent terms.
Treasurer
The Foundation Treasurer is responsible for managing a shadow ledger of the Trust Account, making recommendations to the Commandant on the acceptance of donations, presenting applications for financial support to the Board of Directors for approval and making recommendations for payment of expenses to the RMC NPF Manager of the Trust Account on the approval of the Chair or Deputy Chair. To be eligible to hold the position of Foundation Treasurer, a distinguished member must be a full time civilian employee of the Department of National Defense filling a position on the RMC establishment with officer status or be a military officer filling a position on the RMC establishment. The Treasurer will be elected for a two-year term and on completion of his/her term may be re-elected to subsequent terms.
Secretary
The Foundation Secretary is responsible for the day to day administrative management of the organization, maintaining the membership rolls, communications with the membership, making administrative arrangements for meetings of the Board of Directors and the Annual General Meeting. In addition the Foundation Secretary is responsible for the preparation and processing of all paperwork dealing with the Trust Account. The Foundation Secretary shall be either a Distinguished Member or General Member of the Foundation and shall normally be a full time employee of the Department of Mechanical Engineering at RMC, either military or civilian. In situations where the Foundation Secretary holds General Membership status in the Foundation, he/she shall be a Non-Voting Director and as such shall not participate in any votes held at Board of Director meetings. The Secretary will be elected for a two-year term and on completion of his/her term may be re-elected to subsequent terms.
Department Head
The Head of the Department of Mechanical Engineering at RMC will be a non-elected, non-voting, ex-officio member of the Board of Directors with the right to participate in and make presentation to meetings of both the board of directors and the general assembly. Notwithstanding the fact that the incumbent Head may or may not be a member of theFoundation at any level of membership he/she is precluded from serving the Foundation in any capacity beyond the role outlined above as ex-officio member to the Board of Directors.
Directors Without Portfolio
It is the primary duty of a Director Without Portfolio to participate in the Board of Directors meetings and ensure that the Foundation maintains a strategic direction consistent with this constitution and the will of the membership at large. A maximum of two Directors Without Portfolio may be elected from the Foundation's list of distinguished members, for a two-year term and on completion of their term may be re-elected to subsequent terms.

303. Board of Directors Meetings

The Board of Directors will meet as required at the call of the Chair, but not less than twice a year. The Board of Directors will normally meet once at the beginning of the fall term of classes to begin planning the Annual General Meeting and discuss fund raising initiatives for the Ex-Cadet Weekend. They will normally also meet immediately following winter term classes to confirm all matters relating to the last Annual General Meeting have been resolved and to plan for fund raising activity centering around Graduation Weekend.

304. Interim Board of Directors

Until such time as the first Annual General Meeting of the Foundation, at which time the composition of the Board of Director will be reviewed, positions on the Board of Directors will be filled by appointments made from the founding Distinguished Members of the organization. The following persons have been appointed to the interim director roles indicated:

Member Name
Chair: Michael F. Bardon
Deputy Chair : Craig Wood
Treasurer: Michael F. Bardon
Secretary: Robert W. Tucker
Director Without Portfolio: Pierre Bussière
Director Without Portfolio: Doug Hamilton

SECTION IV - Annual General Meeting

401. General

The membership at large shall meet once per year at the call of the Chair to consider business related to the administration of the Foundation. The Annual General Meeting shall coincide with the annual Department of Mechanical Engineering Dining-in. The Secretary will invite the membership, by email, to attend the annual dinner and meeting, not less than 20 working days in advance. The Secretary will accept agenda items from the general membership up until 10 working days before the meeting and publish the agenda to the membership not less than 5 working days before the meeting. The agenda published to the membership shall include a listing of all known motions to be put to the membership in a general vote, for the purposes of assigning proxy.

The agenda will normally be discussed in the following order:

  1. review and approval of minutes of the previous meeting;
  2. review and approval of financial statements as provided by the Treasurer;
  3. review and approval of the fund raising plan by the deputy Chair,
  4. discussion of business arising from minutes of previous meetings;
  5. election of new board members, and
  6. discussion of new business.

The Secretary will keep minutes of all meetings and ensure that the draft minutes are published to the membership within 30 days after the meeting in electronic format only. A copy of the minutes shall be provided to the RMC NPF manager. Should there be a requirement for a Secretarial Vote, the Board of Directors will follow the policy for Secretarial Votes outlined below.

402. General Votes

Once the Chair has called the Annual General Meeting to order, the Secretary shall call the roll and advise the Chair, when there is a majority of the voting membership present, that a quorum exists. Should there be a two-thirds majority of the voting members present, the Secretary will advise the Chair that a constitutional quorum exists. In both of the above cases the determination of a quorum shall include the number of general proxies held by either Distinguished or General Members of the Foundation that are present.

If a quorum exists at the Annual General Meeting, the Chair may put motions to the floor for a General Vote. Only voting members may vote on any issue before the Annual General Meeting. In case of a tie, the Chair shall cast the deciding vote. Non-voting members as well as any provisional members who may be present at the meeting shall not be permitted to vote. Voting will be decided by a simple count of raised hands and proxy documents. In the case of proxy documents, the Secretary shall determine the number of votes being cast by any member raising proxy documents. In the cases of elections to the Board of Directors and routine business matters, a quorum is required and a simple majority will carry the vote. In the case of proposed constitutional amendments, a constitutional quorum is required and a two-thirds majority of the voting members is required to carry the vote.

In the absence of a quorum the Chair may continue with the Annual General Meeting, however no motion will be voted at the meeting. Instead a record of motions will be put forward to the entire membership under Secretarial Voting rules.

403. Secretarial Votes

Because the Foundation membership meets only once a year, there may arise occasions where issues need to be considered by the membership at large, between meetings. Similarly a mechanism is required to move forward on Foundation business when there is no quorum at an Annual General Meeting. Secretarial Votes fulfill this purpose. When any member of the Board of Directors becomes aware of a request that must be considered before the next Annual General Meeting, that member shall so advise the Chair. If the Chair agrees he/she shall initiate a Secretarial Vote.

Upon being tasked to carry out the Secretarial Vote, the Secretary shall advise the general membership, by email, phone or fax, of the matter to be considered and, if there is not a specific motion, shall word the matter in the form of a motion. Example: "It is proposed that an amount, not to exceed $500, be granted to the Third Year Class to carry out the project described in the following…" The Secretary shall ask all voting members to vote, via email, fax or letter, on the motion, within a specified timeframe by which the member must reply (normally ten working days). Discussion between the committee members (by email, phone or in person) is encouraged prior to casting their vote. Once all members have voted, or once the deadline has passed, the Secretary shall tally the votes and so advise the Chair. The number of responses must constitute a quorum or constitutional quorum as required. Members who fail to vote within the allotted period shall not be counted in this tally; however, those who choose to abstain shall be considered as part of the quorum.

Once the Chairperson has been advised of the tally, he/she shall declare the motion CARRIED or DEFEATED, and shall carry on with any approved activity. The Secretary will then advise the membership via email of the result.

404. Proxy Votes

General and Distinguished Members of the Foundation, who are unable to attend the Annual General Meeting, are encouraged to use their votes by assigning proxy to another member who will be attending the meeting. A General Member of the Foundation may only be assigned the proxy of another General Member, whereas a Distinguished Member of the Foundation may be assigned the proxy of either a Distinguished or General Member of the Foundation. In order to assign proxy a member must deliver to the assignee a proxy document in the form of " I (name of member assigning proxy) assign general proxy to (name of member being assigned proxy) for the purpose of casting votes on my behalf at the Annual General Meeting scheduled for (date of meeting), with the following limitations and specific directions...". A proxy may be general in nature, allowing the assignee to vote on behalf of the assignor on any matter before the Annual General Meeting in a manner desired by the assignee; it may on the other hand have specific limitations on the sorts of proxy votes assigned to the assignee or it may provide specific direction on how a proxy vote is to be cast. In all cases the document, which may be an email from one member to the other, must be dated. In order for a proxy vote to be included in the tally of votes on any issue, a copy of the proxy document must be delivered to the Foundation Secretary before the Annual General Meeting is called to order.

SECTION V - Finances

501. General

This section is provided for the information and guidance of Foundation Directors who bear responsibility for the budgeting and expenditure of Trust Account funds. Canadian Forces Publication A-FN-105, Policy and Procedures for NPF Accounting, remains the final authority for the proper conduct of the RMC Unit Fund financial matters and by extension all financial matters pertaining to the Cordite Foundation Trust Account.

502. Communications

The RMC NPF Manager shall provide the Treasurer of the Foundation with the required financial information regarding the Trust Account, which is necessary to enable him/her to meet his/her responsibilities. In particular the RMC NPF Manager will provide the Treasurer, on request, a statement of account and the particulars of any donation to the trust account not processed through the Foundation. In addition the RMC NPF Manager will advise the treasurer of the acceptance or refusal of any donation made to the trust account. The RMC NPF Manager will also be responsible for providing the Treasurer with guidance on the appropriateness of all expenditures from the Trust Account in accordance with all rules and regulations for the expenditure of NPF.

The Foundation Treasurer is responsible for all submission to the RMC NPF manager and is the Foundation authorizing signature on requests to the RMC NPF Manager for expenditure, that have been approved by the Foundation Chair.

All donations made directly to the Foundation will be processed through the Foundation Secretary to the Foundation Treasurer prior to submission to the RMC NPF Manager. Copies of all donation forms that have either been Approved or Rejected by the Commandant will be returned to the Treasurer and forwarded on to the Secretary for the purpose of updating membership roles and filing, regardless of whether the original donation was or was not submitted to the Foundation.

503. Source of revenue

Foundation monies held within the Trust Account are derived from:

  1. General donations made to the Trust Account by individuals or corporations, and approved by the commandant, that have been made with no expectation of any return. Such donations will be in the form of cheques made payable to "The Cordite Foundation" or cash. In all cases they must be accompanied by all information required to seek approval of the donation.
  2. Directed monetary gifts are donations made to the Trust Account by individuals or corporations, and approved by the commandant, that have been made with no expectation of any return but are intended to support a specific Foundation activity that has been approved by the Board of Directors. Such gifts shall only be used to support the activity specified by the donor and any monies remaining at the completion of the activity shall be returned to the donor.
  3. Interest accrued from monies held in a Canadian Forces Central Fund investment account.

504. Annual Budgets

The Foundation shall operate on a fiscal year beginning 1 April to coincide with Department of National Defense non-public fund operations. Normally the call for budget items shall be made in September and a draft budget presented to the Board of Directors for their approval in principle by early November. The annual budget shall not become effective until such time as it is approved by the membership at large.

505. Issue of Tax Receipts

Official Tax receipts shall be issued by the RMC NPF Manager, only after the donation is accepted by the Commandant of RMC or his designate. Tax receipts will normally be issued in the month of February following the tax year in which the donation was made (before the tax filing deadline of 30 April). Tax receipts will only be issued to individuals for whom the Foundation Secretary has a current mailing address.

506. Audit

The RMC Unit Fund, and by extension the Trust Account, will be audited in accordance with the directives and policies contained in the following references:

  1. Canadian Forces Administrative Order 201-7; and
  2. CFP A-FN-105.

507. Financial Limitations

Only members of the Board of Directors are authorized to make financial commitments on behalf of the Foundation. The Treasurer is authorized to expend resources for activities approved by the Board.

It is intended that the capital of the Foundation grow so that the interest revenue will eventually be sufficient to provide substantial support for the intended activities. Therefore, expenditure limits will normally be based on revenues in any given year. The Board of Directors shall not expend, or commit to expend, a total amount greater than the Foundation's revenue, exclusive of general donation, within the fiscal year, without first obtaining approval from the membership at large through a general vote. In recognition of the fact that interest income will be negligible in the early years, the Board of Directors is authorized to commit an additional amount up to 20% of general donation revenue in the first year of operation, which shall be reduced by 2% per year such that in the 11th year of operation the Foundation shall be operating solely on revenue from sources other than direct donations in a fiscal year. Any portion of the previous year's limitation that remains unexpended at the end of the fiscal year may be carried forward to the next fiscal year, for year only.

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