|
CONSTITUTION |
| By-Law Number Two | |
| Code of ethics | Membership dues |
| Professional Standards | Suspension and expulsion of members |
| Advertising | Affiliations |
| General | Participation in co-operative news service |
Canadian Association of Labour Media
Association canadienne de la presse syndicaleConstitution as amended May 31, 1997 in Hamilton, Ontario The Corporation shall be known as the Canadian Association of Labour Media/Association canadienne de la presse syndicale, and shall hereinafter be referred to as such or as "the Association."
The Head Office of the Association shall be in the City of Ottawa in the Province of Ontario.
1. Regular membership in the Association shall be open to:
a) Regular publications of, and radio and television programs sponsored by, the Canadian Labour Congress (hereinafter referred to as "the CLC").
b) Regular publications of, and radio and television programs sponsored by, national, provincial and international unions affiliated with the CLC.
c) Regular publications owned or endorsed by, and radio and television programs sponsored by, a provincial or local central body chartered by the CLC, or by a recognized organization of local unions, such as a building trades council; provided that in the case of endorsed publications and sponsored radio and television programs, complete control over content is vested in the endorsing organization.
d) Regular publications owned by, and radio and television programs sponsored by, a local union or regional district of a union affiliated with the CLC.
e) Publications issued by, and radio and television programs broadcast and telecast in Canada by, international labour secretariats with which CLC unions are affiliated.
f) A public relations department or public relations office of an organization affiliated with or chartered by the CLC.
2. Associate membership in the Association shall be open to public relations departments, publications, or radio or television programs of, or sponsored by, unions or labour organizations not yet affiliated with, or chartered by, the Canadian Labour Congress, provided such organizations are membership-based, and operate on a not-for-profit basis. Associate membership shall also be open to publications of the New Democratic Party or its affiliates. Associate membership shall carry the right of participation and voice in the Association, but not the right to vote or to hold elective office.
3. All candidates for membership shall make written application to the Secretary-Treasurer, the application including a promise to adhere to all by-laws and regulations adopted by the Association. Applications shall be on a suitable form prepared by the Secretary-Treasurer making clear the qualifications for membership and shall be accompanied by a certified record of endorsement or ownership.
4. Names of applicants for membership shall be presented to theExecutive Council for election or rejection. To elect an applicant an affirmative vote of a majority of the Executive Council shall be required.
Decisions on membership by the Executive Council shall be subject to final confirmation by a majority vote at the next annual or special meeting of the members of the Association.
5. Any member which, for any cause, ceases to be eligible shall forfeit all rights and interests in the Association.
6. Each press member shall send a copy of each issue of its publications to the Association’s head office. Each radio and television member shall send a brief resume of the content of its broadcast or telecast to the head office.
7. The Executive Council may from time to time in its discretion enact by-laws and rules respecting membership in the Association, in accordance with the provisions of this by-law.
Any member may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of the same with the Secretary-Treasurer of the Association.
1. The government of the Canadian Association of Labour Media/Association canadienne de la presse syndicale shall be vested in its members’ meetings; between such meetings the Executive Council shall direct the affairs of the Association including management of the property and business of the Association.
2. The Executive Council shall include the President, SecretaryTreasurer, and ten (10) vice-presidents elected from the representatives of members of the Association and the immediate past president of the Association if he or she is otherwise still eligible to serve on the executive. The members of the Executive Council shall be the directors of the Association.
3. A majority of the Executive Council shall constitute a quorum of the directors. Each director is authorized to exercise one (1) vote.
4. The applicants for incorporation shall become the first directors of the Association and their term of office shall expire at the next annual meeting of the members scheduled for the election of directors. At that meeting the Executive Council then elected shall replace the directors named in the Letters Patent of the Association.
5. Directors shall be elected at the annual meeting of the members that coincides with the Canadian Labour Congress Triennial Convention and shall hold office for three years, that term expiring at the third annual meeting of the members following their election. (Directors elected in 1996, under the previous article 4, shall have their terms extended by one year, to 1999.) Where a director is appointed, he or she shall hold office until the next annual meeting of members at which directors are elected by the members following his or her appointment.
6. In the event a director leaves the media he or she represented when elected, that officer shall resign forthwith.
7. The Executive Council may declare a seat on the Council vacant if the holder fails to attend two successive meetings of the Council without just cause. In this case the vacancy shall be filled in accordance with the terms of the by-laws of the Association. The Executive Council may by majority vote fill any vacancy on the Council with a member of the Association.
8. The office of director shall be automatically vacated:
a) if a director shall resign his or her office by delivering a written resignation to the Secretary-Treasurer of the Association;
b) if a director becomes of unsound mind;
c) if a director becomes bankrupt or suspends payment or compounds his or her creditors;
d) if at a special general meeting of the members a resolution is passed by a two-thirds majority of the members present at the meeting that the director be removed from office;
e) on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the Executive Council by majority vote, may, by appointment, fill the vacancy with a member of the Association.
9. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected.
10. The Executive Council shall submit at the annual meetings of the members a full report of the condition and finances of the Association together with a review of its acts for the preceding year.
11. Meetings of the Executive Council may be held at any time and place to be determined by the directors provided that notice of such meeting shall be given to each director in accordance with Article X either in writing or in such other manner as is determined from time to time by the Executive Council; and further provided that the Executive Council shall meet at least once per year. No error or omission in giving notice of any meeting of the Executive Council or any adjourned meeting of the Executive Council shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken thereat.
12. The directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association in its name, any kind of contract which the Association may lawfully enter into, and save as hereinafter provided, generally, may exercise all such powers and do all such other acts and things as the Association by its charter or otherwise is authorized to do.
13. The directors shall have the power to authorize expenditures on behalf of the Association from time to time and may delegate by resolution to an officer or officers of the Association the right to employ and pay salaries to employees. The directors shall have the power to make expenditures for the purpose of furthering the objects of the Association. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and the interest may be made available for the benefit of promoting the interest of the Canadian Association of Labour Media/Association canadienne de la presse syndicale, in accordance with such terms as the Executive Council may prescribe.
14. The Executive Council shall take such steps as they may deem necessary to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Association.
15. The Executive Council may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Executive Council at the time of such appointment.
16. Directors and committee members, as such, shall not receive any stated remuneration for their services, but by resolution of the Executive Council, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Executive Council. Nothing herein shall be construed as precluding a director from serving the Association as an officer or in any other capacity and receiving compensation therefor. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his or her position as such; provided that a director may be paid reasonable expenses incurred by him or her in the performance of his or her duties, and provided further that any director who is engaged in or is a member of an organization engaged in providing services or goods may act and be paid the usual costs and charges for any such goods or services required to be provided in connection with the administration of the affairs of the Association.
17. The remuneration of all officers, agents and employees and the reimbursement of directors for their reasonable costs and expenses as set out above, shall be fixed by the Executive Council by resolution. Such resolution shall have force and effect only until the next meeting of the members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation of the members, then the remuneration and reimbursement to such agents, employees and directors shall cease to be payable from the date of such meeting.
18. Every director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or any Association or organization controlled by it and their heirs, executors and administrators, and estate and effect, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against:
a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her, or any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of any such liability, except such costs, charges and expenses occasioned by his or her willful neglect or default;
b) all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the execution of the duties of his or her office, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
1. The officers of the Association shall consist of a President, a Secretary-Treasurer, and ten (10) vice-presidents. The election, term of office and removal of the said officers of the Association shall be governed and carried out in the same manner and as is provided in Article IV, Executive Council, with respect to the election, term of office and removal of directors.
2. The President shall preside at all conventions and annual and special meetings of the Association and meetings of the Executive Council. The President shall perform all duties incident to the office of the presidency and advise the Executive Council on such action as may be deemed by the President likely to increase the usefulness and effectiveness of the Association. The President shall see that all orders and resolutions of the Executive Council are carried into effect.
3. The vice-presidents shall perform such duties as may from time to time be required of them by the Executive Council, and shall, as designated by the President or the Executive Council, perform the duties and exercise the powers of the President in his or her absence.
4. a) The Secretary-Treasurer shall receive and disburse the funds of the Association as directed by proper authority taking proper vouchers for such disbursements.
b) The Secretary-Treasurer, or such qualified person as the Secretary-Treasurer shall designate and the Executive Council approve, shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Association in such chartered bank or trust company or registered dealer in securities as may be designated by the Executive Council from time to time.
c) The Secretary-Treasurer shall, as required, make reports including an accounting of all transactions and a statement of the financial position of the Association, to the Executive Council and to the annual meetings of the members. The president may appoint a financial committee to assist the Secretary-Treasurer in the preparation of the report to the annual meeting, in addition to the report of the auditor, as is hereinafter set out and required.
d) The Executive Council may further require the Secretary-Treasurer to give acceptable bond, in such sums as the council may determine, for the faithful performance of the duties of this office.
e) The Secretary-Treasurer shall also perform such other duties as may from time to time be directed by the Executive Council.
5. a) The Secretary-Treasurer shall collect and keep a record of information of value to the members, conduct the official correspondence and maintain an accurate record of the proceedings of the Association and the Executive Council.
b) The Secretary-Treasurer shall give or cause to be given notice of all meetings of the members and of the Executive Council.
c) The Secretary-Treasurer shall perform such further duties as may be incident to this office, subject to the direction of the Executive Council.
d) The Secretary-Treasurer shall be the custodian of the seal of the Association, which he or she shall deliver only when authorized to do so by a resolution of the Executive Council, and to such a person or persons as may be named in the resolution.
e) At the expiration of the Secretary-Treasurer’s term of office, the Secretary-Treasurer shall deliver to the Executive Council all books, papers and property of the Association.
6. The functions of the Secretary-Treasurer may be divided into two roles, that of the secretary and treasurer, upon motion of the Executive Council, and both shall be officers and directors of the Association.
1. The President shall appoint such standing and special committees as shall be determined by an annual or special meeting of the members or by the Executive Council, membership of the standing committees to be confirmed by the Executive Council.
2. All standing and special committees shall report their proceedings to the Executive Council and to the next annual meeting of the members. Reports of all committees shall be submitted in writing and filed with the Secretary-Treasurer.
3. All standing and special committees shall exercise such powers as are authorized either by the members at an annual or special meeting of the members, or by the Executive Council.
4. All standing and special committees shall be considered discharged at the end of each annual meeting of the members following its appointment unless otherwise provided for at that meeting by a majority of the members, and in any case, no committee member shall continue to hold that office for longer than one year following that member’s appointment unless the term of office is so extended.
5. The Executive Council may declare an office of a standing or special committee member vacant for the same reasons and in a like manner as is provided for with respect to directors of the Association in Article IV. In addition, the Executive Council may remove a committee member for any other reason that the Executive Council may in its discretion determine gives just cause for removal, provided that the committee member be given reasonable opportunity to respond to any allegations of just cause, and that the Executive Committee give such response due consideration.
6. The President and Secretary-Treasurer may act as members of any committee unless otherwise ordered by the members’ meeting or the Executive Council.
Article VII–Execution of documents
1. Contracts, documents or any instruments in writing requiring the signature of the Association, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Association to sign specific contracts, documents, and instruments in writing. The directors may give the Association’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Association. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid by any officer or officers appointed by resolution of the Executive Council.
Article VIII–Members’ meetings
1. The Canadian Association of Labour Media/Association canadienne de la presse syndicale shall hold a meeting of its members at least once a year, at a time and a place in Canada to be decided upon by the Executive Council. Between this annual meeting there may be meetings convened at the discretion of the Executive Council.
2. Special meetings of the members shall be held on call of the President, with the approval of the Executive Council, or on written request of fifteen (15) members.
3. Written notice shall be given to each member of any annual or special general meeting of members in accordance with Article X. No error or omission in giving notice of any annual or special general meeting or any adjourned meeting, whether annual or special, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or directed thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his or her last address recorded on the books of the Association.
4. Fifteen members shall constitute a quorum at any regular or special meeting of the members.
5. The Executive Council shall meet on the day preceding an annual meeting of the members.
6. Each member is entitled to one vote and one delegate at meetings of the Association. The delegate shall be chosen by the member in accordance with its own policy and procedure.
1. Election of directors may be a part of the order of business at the annual meeting of the members. Such elections shall not be required to be held at every annual meeting, but may be held in a manner and at a time consistent with the term of office of the directors, as may be set out from time to time in duly enacted by-laws of the Association.
2. Nominations shall be made from the floor. The candidates for office must be a delegate from the media he or she serves.
3. All voting shall be by ballot. A plurality of the votes cast shall constitute election.
1. Directors of the Association shall be provided with at least seven (7) days notice of any meeting of the Executive Council.
2. Members of the Association shall be provided with at least fourteen (14) days notice of any meeting of the members.
3. These periods of notice are subject to the provisions contained in Articles IV and VIII.
1. The Executive Council shall provide a suitable emblem for the Canadian Association of Labour Media/Association canadienne de la presse syndicale and furnish same to each member. The emblem shall remain the property of the Association.
2. Each member publication shall sign an acknowledgment upon receipt of the Association emblem and shall agree in this acknowledgment to cease use of the emblem if it withdraws, or is expelled or suspended from the Association.
3. The emblem shall not be transferable.
Article XII–Enacting and amending by-laws
1. The directors of the Association may from time to time by a majority of directors at a meeting of the Executive Council propose such by-laws in addition to those set out herein which are not inconsistent with them, and present such by-laws to any annual meeting or at a special meeting of the members called for that purpose for approval and ratification. A by-law shall be approved and ratified if sanctioned by an affirmative vote of at least two-thirds (2/3) of the members present at such a meeting.
2. The by-laws of the Association not embodied in the letters patent may be repealed or amended by a by-law enacted by a majority of the directors at a meeting of the Executive Council and sanctioned by an affirmative vote of at least two-thirds (2/3) of those present at any annual meeting or at a special meeting called for that purpose, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
1. The members shall at each annual meeting appoint an auditor to audit the accounts of the Association to hold office until the next annual meeting of the members provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Executive Council.
1. The directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept.
Article XV–Rules and regulations
1. The Executive Council may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Association when they shall be confirmed, and failing such confirmation at such annual meeting shall as of the date of that meeting and thereafter cease to have any force and effect.
1. In these by-laws and in all other by-laws of the Association hereinafter passed, unless the context otherwise requires, words importing the singular number or the feminine gender shall include the plural number or the male gender, as the case may be, and vice versa, and references to persons shall include firms, organizations and corporations, as the context requires.
Preamble:
The Canadian Association of Labour Media/Association cana dienne de la presse syndicale is dedicated to the promotion of professionalism and balance in the communication of labour news and opinions to union members and to the public at large.
The purpose of this Code of Ethics, endorsed by labour communicators, is to ensure that the foregoing task is achieved responsibly, credibly, and with the highest possible standards and effectiveness so that the cause of organized labour is properly served.
Accordingly, members of the Canadian Association of Labour Media/Association canadienne de la presse syndicale subscribe to and shall abide by the following principles.
a) Activities of members shall at all times foster sound trade union principles. Publications and broadcasts sponsored or produced by affiliated members shall strive to present fair, unbiased coverage of activities within their union and/or the labour movement as a whole.
b) Within the normal bounds of legal, production and professional constraints and considerations, access in all labour media shall be available to all members of the sponsoring affiliated member.
c) During campaigns for union elections, all candidates shall be given time or space to present their platform, taking into consideration paragraph (b), above.
d) Members shall not take advantage of their position in the labour movement to act to the detriment of the movement as a whole.
e) Union publications and broadcasts shall be produced at a union shop whenever possible and this practice shall be promoted by acknowledging the fact.
f) Wherever practical, members shall display the insignia of the Canadian Association of Labour Media/Association canadienne de la presse syndicale in publications or broadcasts.
g) Member publications will, in each issue, publish plainly and prominently an accurate statement of ownership and endorsement. The same shall apply to member broadcasts.
h) Member publications or broadcasts will not represent in any manner that they have been endorsed by the Canadian Labour Congress or any other affiliated body unless express written permission has been received.
Preamble:
Generally speaking, because of the past history of abuse and the potential for misunderstanding and the possibility of creating a misleading image of the labour movement, members publications and/or broadcasts whenever possible should discourage the solicitation and use of commercial advertising in or on union sponsored media.
In the same vein, members—to what extent possible—should not encourage the continuation or promote the establishment of "yearbooks" or "labour reviews" whose sole purpose is fund raising.
Because some organizations already accept advertising and have demonstrated how it should be done without harming the image of the labour movement—the following guidelines will rule such use.
a) Advertising within union publications or on union-sponsored broadcasts shall be designed solely to sell a particular product which the audience might be reasonably expected to buy. Institutional advertising from companies which do not usually purchase that type of advertising shall be unacceptable.
b) Advertising from companies which have prevented organization of their establishment, or whose employees are on strike or locked-out or which is in any other way deemed to be an unfair employer, shall not be accepted.
c) The publication or broadcast of material which has as its primary purpose the collection of advertising revenue is unethical.
d) Member organizations will not employ high pressure, telephone solicitors or use advertising obtained through such methods.
e) Members or advertising sales people acting on behalf of member organizations shall make no claim or suggestion, either directly or indirectly, that the purchase of advertising will achieve more than communication of the advertisers’ products or services.
a) The Ethics Committee of the Association will rule whether a violation of this Code has occurred. Such determination will be made only after the party against whom the allegation has been made has been given an opportunity to present an explanation.
The Ethics Committee will, after investigation, make a recommendation to the Executive Council which shall have the power to censure or suspend the member for either a fixed or indeterminate period, subject to procedures outlined in Article III of By-law Two of the Association.
b) Amendments to the Code of Ethics may be proposed by the Executive Council, or any delegate, at the annual meeting of the members. Such amendments shall require a two-thirds vote for adoption.
c) Violations of the Code of Ethics shall be prima facie cause for action by the Executive Council under Article III of By-law Two of the Association.
1. All members shall pay dues to the Association according to rates set from time to time by the Executive Council as is deemed necessary. The rate schedule shall be subject to ratification by the members at the annual meeting.
2. If any member should fail to pay dues within three (3) months after they are due, notice of the delinquency shall be sent by the Secretary-Treasurer. At the end of four weeks after the receipt of such notice, if delinquency continues, membership shall be forfeited unless otherwise ordered by the Executive Council. The notice shall, for the purpose of these by-laws, be deemed to have been received on the fifth working day after the date of mailing.
3. The Executive Council of the Association may establish dues for any classification of membership not covered in the foregoing.
4. The Executive Council of the Association shall have the authority, subject to approval of the convention, to determine the appropriate classification of a member organization for the purpose of payment of dues.
Article III–Suspension and expulsion of members
1. The Executive Council shall have the power to suspend any member of the Association for due cause, as determined by the Council, provided that written notice and a statement of charges are delivered to the member 30 days before the meeting of the Executive Council at which the charges will be heard; and further provided that a hearing shall be granted to the member if the member so desires; and further provided that the suspension of a member may be ordered only by a majority vote of all members of the Executive Council. A suspended member shall have the right to appeal the Council’s decision to the next annual meeting of the members, however, the suspension shall continue during the intervening period. If a majority vote of the delegates to the annual meeting sustains a suspension voted by the Executive Council, the vote shall constitute expulsion of the suspended member from the Association. No expelled member may be re-admitted to the Association for at least one year, at the end of which time the expelled member must demonstrate to the satisfaction of the Executive Council full compliance with the objects and by-laws of the Association. Re-admission may only be approved by a majority vote of all the members of the Executive Council.
2. The Executive Council shall have the power to revoke the affiliation of an associate member for due cause, subject to the procedures outlined in this Article, section 1.
1. The Canadian Association of Labour Media/Association canadienne de la presse syndicale shall initiate and encourage the establishment of provincial and regional member-associations, provincial and regional media organizations, and other media associations as may be useful.
a) Upon application, the Executive Council shall grant a charter to a duly constituted provincial or regional member-association, hereinafter called "member-associations", if the Council deems such charter to be in the best interest of the Association and the applicant.
b) Membership in member-associations shall only be open to members or associate members of the Association.
c) Each chartered member-association shall be responsible for conduct of its own internal affairs, election of officers and by-laws, provided such by-laws are not in conflict with the Association’s by-laws.
d) Eligibility to the offices of President and Secretary- Treasurer of member-associations shall be restricted to voting members of the Association.
e) The President or Secretary-Treasurer of each member- association shall be a member of the Executive Council of the Association.
2. The Canadian Association of Labour Media/Association canadienne de la presse syndicale shall be affiliated to the International Labor Communications Association.
a) The Canadian Association of Labour Media/Association cana dienne de la presse syndicale recognizes the International Labor Communications Association (ILCA) as the U.S-based organization representing labour media. The Association recognizes that ILCA shares with it the goal of increasing the effectiveness of labour media and promoting the objectives of the labour movement.
b) Accordingly, ILCA shall have fraternal associate membership status in the Association.
c) A fraternal associate membership fee of $100 per annum shall be paid.
d) Such membership shall entitle the ILCA Executive Council to delegate one person to sit on the Executive Council of the Association and that person shall enjoy full rights of information and debate but no entitlement to vote.
Article V–Participation in co-operative news service
All members shall share with Labour News and Graphics or any successor co-operative news and feature service of the Association material to which they hold appropriate copyright.
