UP TO DATE AS OF 12/08/2014
CHARTER BY-LAW NO. 1
ARTICLE 1. – INTERPRETATION
"Act" means the Canada Co-operative Associations Act, R.S.C. 1985, c. C-40 as amended and any act passed in substitution therefore.
"Board" means the Board of Directors of the Cooperative and "Directors" has the same meaning.
“Consensus” means formal agreement-in-common achieved through open and thorough discussion and affirmed by the expressed position of each director or member, as the case may be. Decisions are recorded but, in contrast to voting, no count is taken. Consensus implies that everyone at least accepts a common position, whether or not it is their own preferred position.
“Co-op” means the Dominion Newspaper Cooperative
"Good standing" means that a Member is not in arrears in respect of any dues or other financial obligations of such Member to the Co-op, and has complied with all other requirements of Membership.
"Member" or "Membership" means, collectively, Reader Members, Contributor Members, and Editor Members, unless the context determines it to be otherwise.
"Members' Meeting(s)" means the Annual General Meeting of the Members, and any special general meetings of the Members of the Co-op.
In this by-law, words importing the singular number shall include the plural and vice versa. Words importing the feminine gender shall include the masculine and neuter genders, and vice versa.
This by-law has been drafted in English; any French text is a translation. In the case of conflicting interpretation, the English text shall prevail.
Unless the context otherwise indicates, all words and phrases used in this by-law shall have the same meaning as in the Act.
ARTICLE 2. - MEMBERSHIP
Designation. The Membership of the Co-op shall be limited to those persons interested in furthering the objectives of the Co-op.
All members shall be entitled to attend all Members’ Meetings, to vote at Members’ Meetings, may stand for election for an office of the board and shall enjoy any other rights accorded to such Members pursuant to the Act.
The Co-op will consist of the following classes of membership: “Managing Editor Members,” “Contributor Members” and “Reader Members.”
Managing Editor Members.
a. Each Managing Editor Member must have worked (not necessarily paid work) for at least 10 hours a week for the Co-op for three months before becoming a member.
b. To maintain their membership, Managing Editors must have day-to-day involvement with The Dominion, Media Co-op and/or Local Co-ops with breaks away from the organization lasting no more than three months, unless a being granted formal exemption for up to six months as approved by the Board.
c. Each Managing Editor member must support the objectives of the Co-op and pay an annual membership fee as set by the board of directors.
a. Each Contributor Member must have done one of the following:
i) made two contributions to The Dominion prior to becoming a member (a contribution to The Dominion includes but is not limited to photography, illustration, comics, editing, copy editing and writing), at least one of which was made within the past year; or
ii) contributed four editor-reviewed posts to any Media Co-op Local website in the past year; or
iii) been recognized by a Local Media Co-op editorial committee as having contributed eight hours or more work to the Co-op.
b. Contributor Members must pay annual membership dues as set by the board, and be recognized in a motion passed by the Board.
Reader Members. Each Reader Member must support the objectives of the Co-op and pay an annual membership fee as set by the board of directors.
Directors' Discretion. The Directors, in their discretion, may refuse any application for Membership. The grounds for refusing an application for Membership are a determination by majority vote of the Board that the applicant is working in a manner detrimental to the Co-op.
Dues. Each Member of the Co-op must pay such annual dues as may be established from time to time by the Board of Directors. Any changes in dues shall be effective at the beginning of the fiscal year and Members will be notified not less than two (2) months prior to the effective date of such change.
Expulsion of Members. The Board, by at least a two-thirds (2/3) majority vote taken at a duly constituted Board meeting, and after informing a Member in writing of the reasons advanced for its expulsion and affording it an opportunity to be heard, may order the removal from Membership of a Member. The grounds for expulsion are a determination, at the Board's discretion, that the Member is working in a manner detrimental to the Co-op. The expulsion is subject to the following provisions:
a) The Board shall within five (5) days from the date on which an order of the Board is made under this section, notify the Member of the order by registered letter addressed to the Member's last known address; and
b) an appeal from such order of the Board may be taken by the Member to the next annual general meeting, where the Membership shall decide by majority vote whether to re-instate the Member.
ARTICLE 3. - MEMBERS' MEETINGS
Annual General Meetings. Members meetings may be held in person or electronically as long as all members have the capacity to fully communicate with each other. An annual general meeting must be held at least once every calendar year. At the annual general meeting, the most recent financial statements, approved and signed by the Directors, shall be reviewed, auditors shall be appointed or it shall be resolve not to appoint an auditor by a special resolution, Directors shall be elected in accordance with the provisions hereof, the auditor's report and the Directors' report shall be received and any other business transacted. All of the transactions as may properly be brought before the annual general meeting in accordance with the Act, the articles of association and the by-laws of the Co-op shall be done so.
Special General Meetings. Special general meetings of the Members of the Co-op may be called:
a. at such time and place in Canada as may be determined by resolution of the Board respecting any business of which the general nature is specified in the notice of the meeting; or
b. by the Directors where at least one-twentieth (1/20) of the Members who have the right to vote request, in writing, that the Board call a special general meeting of the Members, for the transaction of any business specified in the requisition calling the meeting. If within twenty-one (21) days from the date the request is received the Directors do not call such a special general meeting, then such Members (or any fifty per cent (50%) of them) may themselves call such special general meeting.
c. No business other than that specified in the notice calling the special general meeting shall be transacted at such meeting.
Notice. Notice of Members' Meetings shall be emailed to each Member at the last given address in the register of Members, not less than fourteen (14) days and not more than thirty (30) days prior to the date of the meeting. Notice of a special general meeting shall specify the business to be transacted thereat. If a member has specified that they do not communicate with email, notice will be mailed.
Waiver of Notice. Notice of any Members' Meeting or any irregularity in any Members' Meeting or in the notice thereof may be waived by the Members, and subject to the failure to obtain a quorum it shall not be necessary to give notice of any adjourned Members' Meeting.
Invalidation of Proceedings. Where notice is received by the persons generally entitled to attend a Members' Meeting, an accidental omission to give notice of the meeting to, or the non-receipt of notice by, a Member shall not invalidate the meeting or any resolution or any proceedings taken at the meeting nor shall it prevent the holding of the meeting.
Quorum. A quorum at any Members' Meeting shall be thirty per cent (30%) of Managing Editor Members and two per cent (2%) or five (5) Members, whichever is greater of the other classes of Members.
Absence of Quorum. Where a quorum is not present at a Members' Meeting, the meeting shall be adjourned, and the Directors shall cause a notice to be sent to all Members setting a time and place for the adjourned meeting, which time and place shall not be more than one hundred and twenty (120) days from the date originally scheduled for the meeting, and upon the meeting being reconvened, the meeting shall proceed, and those present shall constitute a quorum, but no business shall be transacted at that meeting other than the business described in the original notice.
Voting and Consensus. Unless otherwise specified by the by-laws of the Federation or the Act, any question coming before a Members' Meeting held electronically shall be determined by a majority of votes, and in case of an equality of votes, the chair presiding at any Members' Meeting has a casting vote. A Members’ Meeting held in person has the option of using consensus decision-making in place of conventional voting for a particular issue. To utilize this provision a motion specifying this choice must be supported by two thirds (2/3) of the delegates present. In the event that a member wishes to have a particular issue that has been presented in the form of a motion dealt with by consensus, the original motion will be suspended until a vote is taken on the request for a consensus decision. This motion may be made once and only once at any time during the discussion of the original motion.
No Proxies. There shall be no voting by proxy.
Member proposals for Annual General Meetings
a. A member may
i. submit to the cooperative notice of any matter that the member proposes to raise at an annual meeting; and
ii. discuss at the meeting any matter in respect of which the member would have been entitled to submit a proposal.
b. Any member or director may, in accordance with section 290, make a proposal to amend the articles.
c. A proposal submitted for consideration at a meeting must be attached to the notice of the meeting, together with, if requested by the person making the proposal, a statement in support of the proposal and the name and address of person making the proposal. The statement and the proposal must together not exceed 300 words
d. Deadline for proposals will be one week before the date of sending notice of the Annual General Meeting (as set by the directors)
e. The directors shall send a call for members' proposals no less than two weeks before said deadline
a. The Co-operative must give notice of the intention to propose a special resolution if the resolution is
i) being proposed by the directors, or
ii) submitted, together with a request by at least five members that notice be given
b. The Co-operative must indicate whether a special resolution is being proposed by the directors, or by members, or both;
c. A special resolution must be passed by a two-thirds (2/3) of those attending the meeting and entitled to vote.
ARTICLE 4. - DIRECTORS
Composition. The affairs of the Co-op shall be managed by a Board of Directors consisting of one (1) director elected from the class Reader Members, one (1) director elected from the class of Contributor Members, three (3) directors elected the class of Managing Editor Members, and one (1) member from each officially-recognized local.
Nominating Committee. In advance of the annual general meeting the board shall establish a nominating committee which will be charged with the task of seeking nominations from the members and presenting a slate of candidates to the meeting. The nominating committee will seek a slate of candidates based upon a policy of the board which will provide guidelines to ensure well balanced and diverse representation of the membership.
All members will have an opportunity to submit nominations prior to a date set by the Board in advance of the meeting.
Qualifications. As required by the Act, a director shall be:
a member of the Co-op who is in good standing;
age eighteen (18) or over;
and not in a state of undischarged bankruptcy.
To become a candidate, a qualified member must submit, by the close of nominations the member’s written consent to act as a director.
Voting for directors
a. Each class of members will be eligible to vote for the directors representing their class.
b. Members of locals will be eligible to vote for the director representing their local.
c. The Co-op will ensure that should the Annual General Meeting be held electronically that members will have an appropriate way to vote and confidentiality will be maintained.
Re-election, Term and Rotation of Office. Directors shall be eligible for re-election upon retiring or upon completion of their term, and directors shall hold office for a period of three (3) years. At the time of first election a revolving term of one (1), two (2) or three (3) years will be assigned to directors.
Vacation of Office: The office of a Director shall be vacated, if:
a. she/he ceases to have the necessary qualifications of office, or
b. she/he is absent without leave of the Board from two (2) consecutive regular meetings of the Board, or
c. by notice in writing to the Board she/he resigns her/his office, or
d. by resolution passed by at least two-thirds (2/3) of the votes cast at a Members' Meeting, she/he is removed from office, or
e. at a duly called meeting of the Board, a resolution is passed by at least seventy-five percent (75%) of votes cast, to remove the said director.
Appointment in Case of Vacancy. So long as a quorum of Directors remains in office, if any vacancy shall occur for any reason, the Board by majority vote may fill the vacancy by appointment from among the persons qualified to be Directors. Any persons so appointed shall hold office only until the next Members' Meeting at which time such appointed director shall retire and a director, which may be the previous, appointed director, shall be elected to fill such vacancy in accordance with Article 4.
Officers. The Board may appoint officers from time to time to act on behalf of the Co-op, and the officers' functions shall be as defined by the Board.
Powers. The Board may exercise all the powers of the Co-op, as are not by the Actor by-laws required to be exercised by the Members of the Co-op, and in particular have power to authorize expenditures on behalf of the Co-op, and may delegate by resolution to an officer or officers of the Co-op such powers as they see fit.
Meetings and functions of directors
a. The quorum for a meeting of directors is five (5) directors, two (2) of which must be Managing Editor Directors.
b. There must be at least four (4) meetings of the directors each year.
c. A person may participate in a meeting of the directors or a committee by electronic means. Each participant in such a meeting must be able to communicate with all the others, and is deemed to be present, and to have agreed to participate.
d. A resolution approved in writing by all the directors is as valid as if it had been passed at a directors’ meeting. Approval may be by facsimile, electronic mail, or similar method, provided that it is recorded and verifiable.
ARTICLE 5. - LIABILITY OF DIRECTORS AND OFFICERS
Limitation of Liability. No director or officer of the Co-op shall be liable for the acts or omissions of any other director or officer or employee of the Co-op or for any loss, damage or expense suffered by the Co-op through the insufficiency or deficiency of title to any property acquired by order of the Board, or in respect of any deficiency or any security in or upon which any monies of the Co-op shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Co-op shall be deposited or for any loss occasioned by any error of judgment or oversight on her/his part, or for any loss or damage which may occur in the execution of the duties of her/his office, in relation thereto or in respect of any other act or omission of a director in her/his capacity as such causing loss, damage or expense, unless the same shall happen through her/his own wilful neglect or default.
Indemnity. In accordance with Section 73(1) of the Act, every director, officer, their heirs, executors and administrators, and estate and effects, respectively, shall by this by-law from time to time and at all times, be indemnified and saved harmless out of the funds of the Co-op, from and against:
a. all costs, charges and expenses whatever that a director or officer of the Co-op sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against her or him, for or in respect of any act, deed, matter or thing whatever, made, done or permitted by her or him, in or about the execution of the duties of her or his office, and
b. all other costs, charges and expenses that she or he sustains, or incurs, in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by her or his own wilful neglect or default.
Insurance. The Co-op shall purchase insurance to cover the perils described in Article 5, Sections 1 and 2 herein, and the premiums thereof shall be paid from the funds of the Co-op. Such insurance shall cover officers in the same manner as directors where such officers are not directors.
ARTICLE 6. - CONFLICTS OF INTEREST
Interest in Contracts. Subject to compliance with the Act and the applicable provisions of the by-laws of the Co-op, no director or officer shall be disqualified from such position by reason of contracting with the Co-op, nor shall any contract or arrangement entered into, by or on behalf of the Co-op, with any director or officer (or in which such contract or arrangement any such individual is in any way interested) be subject to avoidance. No director or officer so contracting or being so interested shall be liable to account to the Co-op or any of its Members for any profit realised by any such contract or arrangement, by reason of such director or officer holding such office or the fiduciary relationship resulting therefrom, subject to compliance with the Act and the applicable provisions of the by-laws of the Co-op.
Declaration of Interest. Every director or officer who is in any way, either directly or indirectly interested in a contract or arrangement or a proposed contract or a proposed arrangement with the Co-op, shall declare such interest to the extent and in the manner required by the Act and any by-law of the Co-op and shall refrain, to the extent required by the Act or the by-laws of the Co-op, from voting in respect of the contract or arrangement or proposed contract or proposed arrangement.
ARTICLE 7. - MEETINGS OF DIRECTORS
Time of Meetings. Meetings of the Directors may be held at such times as the business of the Co-op may require. A meeting of the Directors may be called by two (2) of the Directors holding office at any given time.
Place of Meetings. Meetings of the Directors may be held in any province or territory of Canada. Alternatively, the Directors may resolve that a particular meeting of the Directors be held outside Canada. Upon the consent of all directors, any Board meeting may be conducted by conference telephone or any other communication facility that would permit all participant directors to hear each other simultaneously and a director participating in such a meeting by such means is deemed to be present at the meeting.
Notice. Notice of any meeting of the Directors shall, except as otherwise herein provided, be given in writing, INCLUDING EMAIL, not less than fourteen (14) days before such meeting, and shall state the purpose thereof, provided that no notice shall be necessary in the case of a meeting of Directors held immediately upon the adjournment of the annual general meeting of the Members, and provided further that meetings of the Directors may be held without formal notice if all of the Directors are present, or if those absent have signified their consent to such meeting or their consent to the business transacted thereat.
Voting or Consensus. Unless otherwise specified by the by-laws or regulations of the Cooperative or the Act, any question coming before a Directors' Meeting shall be determined by a consensus. If consensus cannot be reached on a specific issue, a Directors’ Meeting has the option of using voting decision-making in place of consensus for that issue before the meeting. To utilize this voting provision a motion specifying this choice must be supported by two thirds of the directors present.Every director in attendance at a Board meeting shall be entitled to one(1) vote if a vote is held.
Order of Business. The board will elect within itself a chairperson, secretary and treasurer. The order of business will be determined by the chairperson who will set the agenda in discussion with the rest of the board.
No proxies. No director may at any time appoint a proxy to represent her/him at a Board meeting.
Resolution. A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of the Board of Directors or committee of Directors, is as valid as if it had been passed at a meeting of the Board of Directors or committee of Directors.
ARTICLE 9. - BORROWING POWER
Powers of Board. The Board may from time to time, within the limits of this by-law:
a. borrow money upon the credit of the Co-op,
b. limit or increase the amount to be borrowed,
c. issue debentures or other securities of the Co-op,
d. pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient, and
e. secure any such debentures or other securities, or any other present or future borrowing or liability of the Co-op by mortgage, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immoveable, property of the Co-op, and the undertaking and rights of the Co-op.
Real Property. At no time shall the Board incur any indebtedness on the real property of the Co-op without the specific authorization of a special resolution of the Members.
Delegation. The Board may delegate the powers referred to in Article 9, Section 1 herein to such officers or directors, to such an extent and in such a manner as the Board in its discretion may determine by proper resolution.
ARTICLE 10. - EXECUTION OF DOCUMENTS
Execution of Contracts. Contracts, documents and any instruments in writing requiring the signature of the Co-op shall be signed by any two (2) of either Directors or officers who have been authorized by resolution of the Board to so sign, and all contracts, documents or instruments in writing so signed shall be binding on the Co-op without any further authorization or formality.
Execution of Banking Documents. All documents required by any bank, credit union, caisse populaire, co-operative credit society or any other lending body in connection with the borrowing of money shall be signed by any two (2) of either Directors or officers who have been authorized by resolution of the Board to so sign, and all documents so signed shall be binding on the Co-op without any further authorization or formality.
ARTICLE 11. - GENERAL
Amendments to By-laws. Amendments, additions or alterations to, or repeal of charter by-laws may be made at any Members' Meeting by a resolution passed by not fewer than two-thirds (2/3) of each class of members as are present and who vote thereon, provided that written notice of the proposed enactment, amendment, repeal or substitution has been forwarded to each Member who may be entitled to vote at such meeting together with the notice of such meeting.
Corporate Seal. The Co-op shall have a corporate seal. A director or other person who has been designated by resolution of the Board shall have custody of such seal. When required by law, the seal of the Co-op may be affixed to contracts, documents and instruments signed as aforesaid by a director or directors appointed by ordinary resolution of the Board.
Scope of Activities. The business of the Co-op will be carried on in every province and territory of Canada and elsewhere and may include the provision of services for international organizations.
Financial Year. Unless otherwise ordered by the Board, the financial year of the Co-op shall be January 1 to December 31.