CHSR 97.9fm - Campus/Community radio in Fredericton, NB

CHSR Bylaws

CHSR Bylaws

BY-LAW NO. 1

A by-law relating generally to the transaction of the business and affairs of CHSR Broadcasting, Inc.

BE IT ENACTED as a by law of CHSR Broadcasting, Inc. (hereinafter referred to as the “Company”), as duly incorporated under and by virtue of the Companies Act, being Chapter C-13 of the Revised Statutes of New Brunswick, 1973, (hereinafter referred to as the “Act”) as follows:

HEAD OFFICE

  • 1. The head office of the company shall be in the City of Fredericton, in the County of York, and the Province of New Brunswick and at a place therein where the affairs of the Company are from time to time carried on as fixed by a resolution of the Directors.

SEAL

  • 2. The corporate seal of the Company shall be in the form impressed hereon.

OFFICERS OF THE COMPANY

  • 3. The following Officers of the Company shall be elected from the Board of Directors:
  • Chair
  • Vice-Chair
  • Treasurer
  • Secretary

(Amended March 25, 1999)

PARLIAMENTARY AUTHORITY

  • 4. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Board of Directors in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Board of Directors may adopt.

(Adopted March 25, 1999)

BOARD ORGANIZATION

  • 5. The Board of Directors shall be composed of:
  • the Chair, who is also a director,
  • the Vice-Chair, who is also a director,
  • the Treasurer, who is also a director,
  • the Secretary, who is also a director,
  • and six (6) other directors

(Amended July 6, 2004)

POWERS OF DIRECTORS

  • 6. The affairs of the company shall be managed by the Board of Directors until changed by special resolution or supplementary letters patent, the number of the directors of the company shall be ten (10)

(Amended July 6, 2004)

QUORUM

  • 7. Not including vacancies, fifty (50) percent plus one shall constitute a quorum for the transaction of business at any meeting of the directors. Notwithstanding vacancies, the remaining directors may exercise all the powers of the Board so long as four directors remain in office.

(Amended July 6, 2004)

QUALIFICATIONS

  • 8. Each director shall be nineteen (19) or more years of age in accordance with S 87 (1.2) (a) of the Act.

ELECTION AND TERM

  • 9.
  • (a) Prior to seating, all directors shall attend at least one of the following workshops: sensitivity training in gender equality, sexual orientation, ethnic, religious and cultural diversity and tolerance, ageism, and ability issues. Directors shall be automatically seated at the next meeting following their completion of sensitivity workshop sessions. Should the aforementioned workshops not be available in a timely fashion, the minimum requirement prior to seating is a “Responsibility versus Blame” workshop.
  • (b) Officers are to be elected at the annual meeting of the Board.
  • (c) The Chair of the Executive shall not be eligible to serve as Chair of the Board.
  • (d) All positions on the Board are for a period of two (2) years from the anniversary date of their being seated on the Board of Directors of the Company.

(Amended July 6, 2004)

CALLING OF MEETINGS

  • 10.
  • (a) Meetings of the Board shall be held from time to time at such place, at such time, and on such day as the Chair or any two directors may determine, and the Chair shall call meetings. The Secretary may call meetings when directed and/or authorized by the Chair or by any two directors. Notice of every meeting so called shall be given to each director not less than forty-eight (48) hours (excluding any part of a Sunday and of a holiday as defined by the Interpretation Act of Canada for the time being in force) before the time when the meeting is to be held, save that no notice of meeting shall be necessary if all the directors are present or if those absent have waived notice or have otherwise signified their consent to the holding of such a meeting.
  • (b) Methods of notice: electronic mail or telephone.

(Amended July 6, 2004)

REGULAR MEETINGS

  • 11.
  • * The Board shall meet at least four times a year, with a Fall meeting being the “annual meeting.”

ANNUAL MEETING

  • 12.
  • * (a) After the election of officers at the annual meeting, the Board will receive written and/or oral reports from the Executive Committee of CHSR.
  • (b) The members of the Board of Directors shall attend the general membership Annual General Meeting.

(Amended July 6, 2004)

VOTES TO GOVERN

  • 13.
  • * (a) At all meetings of the Board every question shall be decided by a majority of the votes cast on the question.
  • (b) The Chair does not vote but can do so to break a tie.
  • (c) In the case of equality of votes the motion shall be defeated.

(Amended July 6, 2004)

REMUNERATION OF OFFICERS

  • 14. * The directors of the company shall receive no remuneration.

DUTIES OF OFFICERS

  • 15.
  • * (a) The Chair shall:
  • i) call meetings of the Board of Directors
  • ii) be ex-officio member of all committees of the Board
  • (b) The Vice-Chair shall:
  • i) assist the Chair with duties
  • ii) in the event of the absence of the Chair, assume that office, its duties, and its responsibilities
  • iii) oversee election and ratification procedures at the annual meeting
  • (c)  The Treasurer shall:
  • i) be responsible for the financial affairs of CHSR Broadcasting Inc.
  • ii) authorize all disbursements of funds, subject to ratification of the Board of Directors
  • iii) present annual financial report
  • (d) The Secretary shall:
  • record the minutes of each meeting of the Board and have them distributed to each member of the Board at least seventy-two (72) hours prior to the next meeting.

(Amended July 6, 2004)

FINANCES

  • 16.* The Company shall have an annual financial audit performed by an independent accountant. Said accountant shall be chosen each year by the Board at their April meeting for the following fiscal year.

(Amended July 6, 2004)

FINANCIAL YEAR

  • 17.* Unless otherwise constituted by the Board, the financial year of the Company shall end on the thirtieth (30th) day of April.

RESIGNATIONS AND VACANCIES

  • 18.* All resignations of officers, members of the Board, or any Board appointee, shall be made in writing, addressed to the Chair. Should a seat on the Board fail to be filled or become vacant, the remaining directors shall be empowered to fill the vacancy providing the specific requirements of the vacancy are met.

REMOVAL OF DIRECTORS

  • 19.
  • (a) The Board may, by a resolution passed by at least two thirds of the Board casting at a regularly constituted meeting of the Board of Directors, of which notice specifying the intent to pass such resolution has been given, remove any director before the expiration of a term of  office.
  • (b)   Directors shall be removed from office if they miss three consecutive meetings of the Board.
  • (c)  After the second missed meeting, the Chair shall issue a written reminder of this clause to the Board member.

INTEREST OF DIRECTORS IN CONTRACTS

  • 20. No director shall be disqualified by holding office in the Corporation from contracting with the Company, nor shall any contract or arrangement entered into by or on behalf of the Company with any director or in which any director is in any way interested be liable to be avoided nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such director’s holding that office or of the fiduciary relationship thereby established.

DECLARATION OF INTEREST

  • 21.  It shall be the duty, however, of any director of the Company who is in any way, whether directly or indirectly, interested in a contract or arrangement with the Company, to declare such interest to the extent for the time being in force, and to refrain from voting in respect of the contract or arrangement or proposed contract or arrangement.

(Amended September 21, 2000)

PROTECTION OF DIRECTORS AND OFFICERS

  • 22.  No director or officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other director of officer, or for joining in any receipts or other act for conformity, or for any loss or expense happening to the Company through the Board for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom the moneys, securities or effects of the Company shall be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of an office or in relation thereto unless the same shall happen through that director’s own dishonesty.

INDEMNITY OF DIRECTORS AND OFFICERS

  • 23.
  • (a) Directors or officers of the Company and their heirs, executors or administrators, and estate and effects, respectively, shall, from time to time and at all times, be indemnified and save harmless out of the funds of the Company, from and against:
  • (b) All costs, charges and expenses whatsoever which such director or officer sustains or incurs in or about any action, suit or proceeding which is brought against that director, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by that director, in or about the execution of the duties of that director’s office;
  • (c) All other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by a director’s own willful neglect or default.

EXECUTION OF INSTRUMENTS

  • 24.  Deeds, transfers, assignments, contracts, and obligations on behalf of the Company may be signed by the Chair, the Vice-Chair or the Treasurer, and the corporate seal shall be affixed to such instruments as require the same. Notwithstanding any provision to the contrary contained in the by-laws of the Company, the Board may at any time and from time to time direct the manner in which and the person or persons by whom any particular deed, transfer, contract or obligation or any class of deeds, transfers, contracts, or obligations of the company may or shall be signed.

WAIVER OF NOTICE

  • 25.  Any director or officer may waive notice required to be given under any provision of the letters patent, or by-laws of the Company or of the Act, and such waiver, whether given before or after the meeting or other event of which is required to be given, shall remedy any default in giving such notice.

AMENDMENTS AND REVISIONS

  • 26.  Amendments to these by-laws shall require a two thirds majority vote of the full Board.

INTERPRETATION

  • 27.  In these by-laws and all other by-laws of the Company, words importing the singular number shall include the plural and vice versa; words importing persons shall include companies, corporations, partnerships and any number of aggregate of persons; “Board” shall mean the Board of Directors of the “Company” and “letters patent” shall include supplementary letters patent.

BY-LAW 2:

THE BOARD OF DIRECTORS

  • 1. The Board of Directors shall be composed of the following positions:
  • (a) two members of the CHSR volunteer membership as elected by the general members of CHSR
  • (b) the Chair of the CHSR-FM Executive, who may not become an Officer of the Company, but who is in all other respects a member of the Board
  • (c) one student representative from among the undergraduate students at the University of New Brunswick
  • (d) one student representative from among the students of St Thomas University
  • (e) one student representative from among the Graduate Students of the University of New Brunswick
  • (f) one representative from the community at large
  • (g) one seat at large, open to any constituency
  • (h)  one representative from the University of New Brunswick administration
  • (i)  one representative from the Saint Thomas University administration

(Amended July 6, 2004)

  • 2. All positions are for a period of two (2) years from the anniversary date of their being seated on the Board of Directors of the Company. (Amended September 21, 2000)
  • 3. The following are ineligible to serve as a member of the Board:
  • (a) executive or council members of the University of New Brunswick Student Union and/or the Saint Thomas University Student Union
  • (b) executive members of the University of New Brunswick Graduate Students Association
  • (c) members of the CHSR Executive Committee, with the exception of the Chair
  • (d) voting members of the Board of Governors of the University of New Brunswick and St Thomas University
  • (e) anyone under the age of nineteen (19)

(Amended July 6, 2004)

  • 4.
  • (a) Members of the Board of Directors will have the authority to approach people for nomination to the Board and to assign a non-Board member to approach people for nomination on the Board’s behalf.
  • (b)  All nominations must be ratified by the Board.
  • 5.    Two (2) exceptions to paragraphs 4b are:
  • the two (2) nominees of the general membership of CHSR.
  • the chair of the CHSR Executive

BY-LAW 3

A by-law respecting employees of CHSR Broadcasting Inc.

The Board recognizes employment policies as having a direct, intrinsic impact on the well-being of the company, and therefore, shall adhere to all policies pertaining to employees of the company including, but not limited to:

  • Policy concerning Employment Equity
  • Policy concerning Harassment for employees and volunteers
  • Policy concerning Grievances for employees of CHSR Broadcasting Inc.
  • Policy concerning Paid Holidays for employees of CHSR Broadcasting Inc.
  • Policy concerning Leaves of Absence for employees of CHSR Broadcasting Inc.
  • Policy concerning Salary Administration for employees of CHSR Broadcasting Inc.

(Adopted February 11, 1999)

The Board recognizes that the need for flexibility sometimes requires vagueness in content that is not intended to circumvent the original function of the policy therefore, the Board shall make every attempt to interpret the employment policies in the spirit of protection of the rights of the employees (or candidates) involved.

(Adopted February 11, 1999)

EMPLOYEES

The Board shall have the power to appoint all salaried administrative staff and
such employees as the Board may deem necessary for the purpose of the Company, to fix their salaries or remuneration, and to define their duties and conditions of service or employment, and their tenure of office or employment, which, unless otherwise provided, shall be at the pleasure of the Board.

STATION MANAGER

There shall be a Station Manager of the Company. The Station Manager shall:

  • (a) be responsible to the Board for the co-ordination and control of the functions of the station
  • (b) have oversight over the properties, facilities, revenues, and expenditures of the Company, including the supervision of any employees concerned therewith
  • (c) prepare and distribute a report of the financial condition of CHSR Broadcasting Inc. at each regularly constituted meeting of the Board.
  • (d) submit a schedule of advertising rates annually to the Board for approval
  • (e) file the annual corporate returns
  • (f) exercise such other powers and functions as may be assigned to the Station Manager by the Board.

APPOINTMENT OF STATION MANAGER

  • (a) When a vacancy exists in the position of Station Manager, or when the resignation of an incumbent has been submitted to the Board, the Board shall constitute a Hiring Committee consistent with all hiring and employment policies and by-laws for the position.
  • (b) The Hiring Committee shall be composed of:
  • the current Chair of the Board
  • one UNB student
  • one STU student
  • one current member of the Executive Committee of CHSR, elected by the Executive Committee
  • one member of the general membership of CHSR, elected by the general membership, who may not be a member of the Executive Committee or Board of Directors
  • (c) The Hiring Committee shall be constituted by motion of the Board at least sixty (60) days prior to the departure of the Station Manager, unless extraordinary circumstances pertain, where the Board may take steps to fill the position on an interim basis.
  • (i) in the event the Board fills the position on an interim basis, a hiring committee must be constituted immediately to fill the position permanently
  • (ii) an interim station manager may not hold the position for longer than ninety (90) days
  • (d)  Immediately after the Hiring Committee is struck it shall review all hiring and employment policies and shall issue an open call for applications, including national advertising and registration with the Canada Employment Centre. An application deadline shall allow for extensive interviews with short-listed applicants, including in-person interviews.
  • (e)  The Hiring Committee will present a final recommendation to the Board in time to allow the successful applicant to report to work ten (10) working days prior to the departure of the outgoing Station Manager.
  • (f)  The Chair of the Board, on request made by the Hiring Committee, shall convene a meeting of the Board to consider the report of the Hiring Committee. The report of the Hiring Committee may be referred back to the Committee or an appointment for the position of Station Manager may be determined by the Board.
  • (g) The Chair of the Board shall communicate the appointment of the successful applicant.
  • (h)  The terms of the appointment of the Station Manager shall adhere to the following schedule:
  • on probation for up to six (6) months
  • after six (6) month probationary period, a Board meeting will be held with those members of the Hiring Committee still available to decide on the continuation of the appointment determined by the level of performance of the Station Manager
  • if appointment is continued, an additional term of twenty-four (24) months term renewal of twelve (12) to twenty-four (24) months, dependent on continuing satisfactory performance
  • open applications procedure in which the incumbent is invited to reapply

(Amended September 21, 2000)

GRIEVANCES

  • (a) An employee who feels that a grievance exists is encouraged to discuss the matter informally with a Director, a member of the Executive Committee of CHSR, or a member of CHSR in the hope of resolving the problem. An employee who feels that a grievance persists may proceed to formal grievance by completing a Grievance Form contained in Schedule One of these by-laws.
  • (b) The Grievance Form may be submitted to any Director.  If that Director is not the Chair of the Board, that Director in turn will forward the form to the Chair of the Board with all due haste. The Chair of the Board will then arrange for a full Board meeting to hear the grievance. The Chair will contact the griever and any other parties involved to ensure that all parties can appear at the hearing.

BY-LAW 4

A by-law respecting CHSR and its relationship to CHSR Broadcasting Inc.

  • (a) As stated in Article 1 SS 1.2 (i) the general membership of CHSR shall consist of student and community volunteers at the station.
  • (b) The general membership of CHSR shall make rules and regulations in the form of a constitution to govern its proceedings and transactions. Should the CHSR Constitution conflict with these by-laws, these by-laws take precedence.
  • (c) The CHSR Constitution shall provide for the election of the Chair and members of the Executive Committee of CHSR.
  • (d) The Executive Committee of CHSR shall be responsible for the administration of the affairs and activities of the station, and for developing policies and programs. Should the CHSR Constitution conflict with these by-laws, these by-laws take precedence.

SCHEDULE ONE TO BY-LAW 3

GRIEVANCE FORM

This submission should state clearly, and in as much detail as possible, the nature of the grievance, the remedy sought, and all relevant issues, including the portion(s) of Company policy or procedure believed to have been violated. Matters not raised in the grievance submission can not be properly considered at any subsequent hearing.

Name:______________________________________________________________________________

Job Title:_________________________________________________________________________

Nature of Grievance:___________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

Remedy Sought:_____________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

Date:___________________________________________________

Signature:_______________________________________________

This Grievance Form may be submitted to any member of the Board of Directors of CHSR Broadcasting Inc.

(Attach additional pages if necessary)