NCRA/ANREC By-Laws 1996

1.01 NAME
The present corporation is known as the NATIONAL CAMPUS AND COMMUNITY RADIO ASSOCIATION INC., L'ASSOCIATION NATIONALE DES RADIOS ETUDIANTES ET COMMUNAUTAIRES INC., called the Corporation in these BY-LAWS, as authorized by the Minister of Consumer and Corporate Affairs of Canada.

1.02 DEFINITIONS
Unless otherwise indicated or unless the context otherwise indicates in these BY-LAWS:

(a) Terms used in the singular only, include the plural and vice-versa and those applying to individuals also apply to legal entities, particularly corporations and other non-incorporated groups.
(b) Any person interpreting the Corporation's By-Laws shall take into consideration the publication of Elmer A. Driedger entitled The Construction of Statutes and that of Robert C. Dick entitled Legal Drafting.
(c)Any person interpreting the Corporation's By-Laws shall respect the terms defined as follows:

(i) "Shall" means an absolute obligation that arises and is imposed only upon a person regardless of the circumstances leading to that obligation. Violation of that obligation results in the nullity of the act, has no legal force or efficacy, and cannot be waived in any way.
(ii) "Must" means shall but is only directed to things rather than persons.
(iii) Use of the term "Present Tense" means a relative obligation that is an order or imperative stipulation, and any act not in accordance with that obligation must be raised to be nullified. Any person may waive the execution of that obligation.
(iv) "May" confers a discretionary power that is to be construed as merely permissible and not obligatory. This power is to be exercised in the best interests of the Corporation and not in an arbitrary fashion.

1.05 PRIORITY
In the case of a contradiction between the Law and the Statutes or By-Laws, the Law has priority over the Statutes and By-Laws, and the Statutes have priority over the By-Laws.

1.06 TITLES
The titles in these By-Laws serve only as a reference and must not be considered in the interpretation of terms or provisions in these By-Laws.

1.07 HEAD OFFICE
The Head Office of the Corporation is in the City of Ottawa, in the Province of Ontario, and at that place as the Director's may, from time to time, determine.

1.08 SEAL
The Seal of the Corporation is in the form prescribed by the Board, and must be inscribed in English and French. The Secretary of the Corporation has custody of the Seal.

DIVISION 2. OBJECTIVES AND MEMBERSHIP

(a) To hold a national conference at least once a year; set the annual program and review past activities of the Corporation.
(b) To co-ordinate and provide the necessary facilities for a national network of exchange of information and programming.
(c) To publish a national radio magazine.
(d) To collect, store, and make available a database of information about the history and operation of campus and community radio in Canada and to make this information available to members, interested organizations and the general public, via printed or electronic means.
(e) To offer consulting services for any group wishing to establish a new radio station under the government definition of "campus and community" radio.
(f) To collect fees and membership dues.
(g) To acquire, rent or otherwise obtain property.
(h) To raise or borrow funds in order to carry out the objectives of the Corporation.
(i) To undertake any other activities consistent with the objectives of the Corporation which aim to expand and improve campus and community radio in Canada.
(j) To work with similar radio organizations in other countries and to represent members in any and all international campus and, or community radio oriented matters.

1.10 MEMBERSHIP
The membership of the Corporation is divided into four categories,
namely Regular, Board, Associate and Honorary members: (Amend: July, 1991)

(a) REGULAR MEMBERS

(i) shall consist of (a) all student, community or institutional based radio stations, radio clubs or similar organizations in Canada who have applied for membership and have been approved by the Board and (b) the Directors of the Corporation.
(ii) shall be entitled to all rights as outlined by the By-Laws of the corporation, including public notice of meetings and the right to speak and vote at meetings of the corporation.
(iii) privileges and fees that may apply to REGULAR MEMBERS shall be determined by the Board.
(iv)shall be entitled to all member services provided by or through the Corporation.

(b) BOARD MEMBERS (Amend. June 1996)

(i) shall consist of all individuals as elected to the Board of Directors of the Corporation by the Regular Members during an Annual General Meeting following the guidelines set out in Article 1.17 or by any other means authorized by the By-Laws.
(ii) board membership shall be solely for the duration of their term, or upon vacation of Board position along the conditions outlined in Article 1.24.
(iii) shall have all rights of REGULAR MEMBERS, excepting the right to vote at meetings of the Corporation.

(i) shall consist of any individual or organization, not entitled to become a REGULAR MEMBER, showing a particular interest in campus and community radio that the Board may approve from time to time.
(ii) shall have all rights of REGULAR MEMBERS, excepting the right to speak or vote at meetings of the Corporation.
(iii) privileges, fees and member services that may apply to ASSOCIATE MEMBERS shall be determined by the Board.

(d) HONORARY MEMBERS

(i)shall consist of individuals or groups recognized by the association for their significant and lasting contribution to the objectives of the Corporation.
(ii)shall not be entitled to the rights or REGULAR or ASSOCIATE MEMBERS, including notice of meetings and the right to speak or vote at meetings of the Corporation.
(iii)Privileges and fees that may apply to HONORARY MEMBERS shall be determined by the Board.

1.11 INTEREST OF MEMBERS
The interest of any Member of the Corporation is not transferable, and lapses and ceases to exist:

1.12 REGISTER OF MEMBERS
The Secretary of the Corporation shall keep a register of all Members, together with their addresses and any other pertinent information. The Members shall notify the Corporation in writing of any change of address and that address shown on the register is, for all purposes deemed to be the correct address of the Member. Any member may resign from Membership upon notice in writing to the Corporation.

DIVISION 3. MEETINGS OF THE CORPORATION

(a) MODES OF MEETINGS

(i)Meetings of the Members must be held in person and as outlined in the Act.
(ii)Any member participating in a meeting pursuant to this section is deemed present in person at that meeting.

(b) IN GENERAL

(i)The procedure adopted for meetings is that as proposed in THE CHAIRMAN'S AND DEBATER'S GUIDE IN DELIBERATIVE ASSEMBLIES, by Victor Morin ("Morin Code"), adapted to the circumstances of the meeting.
(ii) In the case of any ambiguity in the "Morin Code", Robert's Rules of Order apply.
(iii) The President, or another person chosen by the Board of Directors and approved by the Membership , shall preside as Chairperson at a meeting of the Members. But, if at a meeting, neither of them is present within fifteen (15) minutes after the time appointed for the holding of the meeting, the Members present may choose a person from among their number to be the Chairperson.
(iv) The Board or the Chairperson has the power to call at any time the General meeting of the members of the Corporation.
(v) The Annual or any other General Meeting of the Corporation is held at the Head Office of the Corporation or elsewhere in Canada, as the Board may determine, and on that day as the Board may determine.
(vi)Unless otherwise stipulated in these By-Laws, the members may consider the transaction of any business, without notice, at any meeting of the Members.

(i)The notice for any general meeting must be given personally.
(ii)Notices for any type of meeting must be sent by prepaid mail, telephone or other mode of communication.
(iii)Notice of the time and place for holding a meeting of the Members must be given by sending it to each Member, unless all Members entitled to that notice have waived that right in writing.
(iv)No public notice nor advertisement of any Members' meeting (Annual or General) is required. Notice of the time and place of each meeting of Members must be given to each member by sending the notice twenty (20) working days before the time fixed for the holding of that meeting. Members may hold a General meeting at any time and place without that notice, if all members of the Corporation are present, and at that meeting, the members may transact any business.
(v)No error or omission in giving notice of any meeting of the Members or any adjourned meeting of the members invalidates that meeting or makes void any proceedings taken at that meeting, if the time and place of that meeting was known or could reasonably have been known by all members.
(vi)Any member may, at any time, waive notice of that meeting and may ratify, approve and confirm any or all proceedings taken at that meeting.

(d) QUORUM Half of the Members plus one constitutes quorum for the transaction of business at Member's meeting (Annual or General).
(e) VOTING

(i) At all meetings of Members, every question is decided by the majority of the votes cast by the Members present in person, unless otherwise required by the By-Laws of the Corporation or by the Law.
(ii) Questions that are voted upon are decided by a majority of the votes cast. Therefore abstentions are not included in computing a majority, unless the By-Laws or the Act provide for a different method of computation.
(iii) In the case of an equality of votes cast at any meeting of the members, the motion in question is deemed to have been defeated.
(iv) Every question is decided in the first instance by a show of hands, unless a poll be demanded by any member.
(v) Unless a poll is demanded, an entry in the minutes of a meeting of the members to the effect that the Chairperson declared a motion to be carried, is admissible in evidence as self-evident proof of the fact, without proof of the number or proportion of votes recorded in favor of or against the motion.

(f) PROXY Members of the Corporation shall not give proxy in voting matters.
(g) ADJOURNMENT

(i)The Chairperson presiding at a meeting of Members may, with the consent of the meeting and subject to those conditions as the meeting decides, adjourn from time to time and from place to place.
(ii)Any meeting of the Corporation or the Board may be adjourned to anytime and from time to time. Any business may be transacted at that adjourned meeting as might have been transacted at the original meeting where that adjournment took place. Any adjournment may be made with or without quorum being present.

(a) ORDER OF BUSINESS

(i)The order of business of an Annual General must be in accordance with the CANADA CORPORATIONS ACT.
(ii)Section 1.14 applies with those modifications as the circumstances require.

(b) DATE AND FREQUENCY

(i)The Annual General Meeting of the Corporation takes place on that day and time as the Board may direct.
(ii)The Corporation must hold an Annual General Meeting of its members not later than eighteen months after its incorporation and subsequently once at least in every calendar year.

(c) NOTICE Notice of an Annual General Meeting must be sent to the Members thirty (30) working days before the date fixed for that meeting.
(d) AGENDA

(i) APPOINTMENT OF AUDITOR The members shall at each Annual meeting, appoint one or more auditors to hold office until the next Annual meeting and, if an appointment is not made, the auditor in office shall continue in office until a successor is appointed.
(ii) REPORT OF AUDITOR The report of the auditor to the members must be read at the Annual meeting and must be open to inspection by any member.

(e) FINANCIAL STATEMENTS The Directors shall lay before each Annual meeting of the members a financial statement for the period that commenced immediately after the last completed financial year and ended not more than six months before the Annual meeting, made up of:

(i)A statement of profit and loss for that period
(ii)A statement of surplus for that period.
(iii)A balance sheet for the end of that period; and
(iv)The report of the auditor to the Members.

(f) AMENDMENT OF BY-LAWS The By-laws of the Corporation may be repealed or amended by a By-law approved by at least two-thirds (2/3) of the Members at a general meeting of the members.
(g) AMENDMENT OF BY-LAWS To be considered by the membership at a general meeting, the mover must deliver a motion to repeal or amend the By-law to the Secretary of the Board not less than sixty (60) days prior to the general meeting of members at which the motion will be made. The Secretary will thirty (30) days prior to the general meeting at which the motion will be made.

DIVISION 4.BOARD OF DIRECTORS

(a) FIRST DIRECTORS The applicants for the incorporation become the first Directors of the Corporation and remain in office as established in the Act, that is, until they are duly replaced.
(b) ELECTIONS The Board is composed of five (5) to ten (10) Directors, as elected by the members at the Annual General meeting of the Corporation, with the following criteria as a guide (Amend: July 1990).

(i)Every member may nominate one (1) individual for election to the Board.
(ii)The Board is composed of five (5) to ten (10) Directors, and elections shall result in no member having more than one (1) Director sitting on the Board (Amend: July 1990).
(iii) Elections to the Board shall result in representation from at least four (4) of the six (6) regions of Canada, as follows: the Pacific (British Columbia); the North (Northwest and Yukon Territories); the Prairies (Alberta, Manitoba and Saskatchewan); Ontario; Quebec; and the Atlantic (New Brunswick, Newfoundland, Nova Scotia, and Prince Edward Island). Elections which do not satisfy these requirements shall be declared null and void. In order to further represent the diversity of membership in the Corporation, that not less than one (1) director be selected from the Native peoples of Canada, representing the First Nations of Canada. (Amend: July 1994).
(iv) Every member shall cast one (1) vote for each vacant seat on the Board..
(v) Nominees gaining the most votes are declared elected.
(vi)The Membership shall elect no less than fifty percent (50%) women to the Board. Elections must satisfy this requirement or be declared null and void. (Amend: July 1990, July 1991).

1.18 TERM OF OFFICE
Directors are elected to hold office until the second Annual meeting after his or her election.

1.19 RE-ELIGIBILITY
One half of the Board retires at each Annual meeting, but is eligible for re-election.

1.20 PRESIDENT AND CHAIRPERSON
The President of the Corporation shall also act as Chairperson of the Board of Directors of the Corporation.

(a) PRESIDENT The President shall be the Chief Executive Officer of the Corporation. She or he shall preside at all meetings of the Corporation and of the Board of Directors. He or she shall have the general and active management of the affairs of the Corporation. He or she shall see that all orders and resolutions of the Board are carried into effect.
(b) VICE-PRESIDENT The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors.
(c) TREASURER The Treasurer shall have the custody of the finds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. He or she shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President and Directors at the Regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. He or she shall also perform such other duties as may from time to time be directed by the Board of Directors.
(d) SECRETARY The Secretary may be empowered by the Board, upon resolution of the Board, to carry on the affairs of the Corporation generally under the supervision of the Officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the Board or President, under whose supervision he or she shall be. He or she shall be custodian of the Seal of the Corporation, which he or she shall deliver only when authorized by a person or persons as may be named in the resolution.
(e) OTHER OFFICERS The duties of all other Officers of the corporation shall be such as the terms of their engagement call for or the Board requires of them.

1.23 REMUNERATION OF OFFICERS
The remuneration of all officers, agents and employees shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of Members, or in the absence of such confirmation by Members, then the remuneration to such Officers, agents or employees shall cease to be payable from the date of such meeting of Members.

(a) At a By-Election, the Members may fill a vacancy until the next AGM by a majority of votes cast. The By-Election must be in accordance with the guidelines outlined in section 1.17. The By-Election shall be held by mail with the following guidelines: (Amend June 1996)

(i) In the case of a vacancy arising on the Board, the Secretary of the Corporation shall, within thirty (30) working days of the vacancy announce the vacancy and call for a by-election to be held not less than sixty (60) days from the date of this announcement. The announcement shall give instructions and a form for interested candidates to fill out.
(ii) Candidates shall have twenty (20) days from the day of the announcement to express in writing their interest in running for the Board. The candidates shall express this intention by sending the form back to the Secretary within the deadline.
(iii) The Secretary shall send to all the current voting members a package with the forms of all the candidates and a ballot within twenty (20) days of the election. The ballot shall be returned to the Secretary by the date of the by-election (postmarked).

(b) At a Special General Meeting of the Corporation, the Members may fill a vacancy for the remainder of a Director's or a Member's term of office by a majority of votes cast at that meeting.
(c) In the case of a vacancy arising on the Board, the Secretary of the Corporation shall see that the vacancy is filled according to the dispositions outlined in Section 1.24 and in the present section.

(a) DUTIES

(i)The Board manages the property and business of the Corporation.
(ii)The Board exercises the authority of, and on behalf of, the Corporation on all matters, subject to the CANADA CORPORATIONS ACT, to these By-Laws and to decisions (all By- laws, policies and other matters), taken by any kind of general meeting.
(iii)The Board meets at least once preceding the Annual General Meeting.

(b) DOCUMENTS Any Member of the Board, in that capacity, may have access to every document of the Corporation.
(c) POWERS

(i)The Board interprets between General Meetings, all By-laws, motions and resolutions taken by members.
(ii)The Board may call a general meeting of the Corporation, as provided for in Sections 1.15 and 1.16.
(iii)The Directors may adopt By-laws that are not contrary to the Law, the Act, or the Statutes of the Corporation and may revoke, modify or reinstate any By-law of the Corporation not embodied in the Letters patent, provided that members' approval has been obtained and that repeal or amendment of such By-laws not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
(iv)The Board may fill any casual vacancy in the position of Auditor, but, while that vacancy continues, the surviving or continuing Auditor, if any, may act.
(v)The General Meeting of the Corporation is held on the day and at the place determined by the Board.

(a) NOTICES

(i)The notice for any Board meeting must be given personally.
(ii)Notices for any type of meeting must be sent by pre-paid mail, telephone or other mode of communication.
(iii)Notice of the time and place for holding a meeting of the Board must be given by sending it to each Director, unless all Directors entitled to that notice have waived that right in writing.
(iv)No error or transmission in giving notice of any meeting of the Board invalidates that meeting or makes void any proceedings taken at that meeting, if the time and place was known or could reasonably have been known by all the Directors.
(v)Any Director may, at any time, waive notice of that meeting and may ratify, approve and confirm any or all proceedings taken at that meeting.

(b) REGULAR MEETINGS

(i) The Board sets its schedule of regular meetings, both as to time and place.
(ii) Notices and agendas are sent at least two (2) weeks before regular meetings of the Board.

(i) The President may call a Special Meeting of the Board.
(ii)The President shall call a Special meeting of the Board on the written request of not less than three members of the Board. The Board must hold that special meeting no later than two weeks after receipt of that written request, and shall limit the agenda to the matters indicated in the request.

(d) PROCEDURE Unless otherwise stipulated in the present section then section 1.14 applies with those modifications as the circumstances require.
(e) QUORUM Quorum for the transaction of business is not less than two - fifths (40%) of the Board's members.
(f) PROXY No member of the Board of Directors shall be represented by proxy at any meeting of the board.
(g) ADJOURNMENT Any meeting of the Corporation of the Board may be adjourned to any time and from time to time. Any business may be transacted at that adjourned meeting as might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjournment and any adjournment may be made with or without quorum being present.
(h) REMUNERATION 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.

BY LAW NO. 2.

(a)The Board of Directors appoints the Banker of the Corporation.
(b)The President or the Vice-President or the Secretary of the Corporation, or any one of them, or any one of the persons mentioned in Section (c), or any one of any persons from time to time designated in writing by the President, Vice-President or Secretary of the Corporation, shall be authorized on behalf of the Corporation from time to time:

(i) To deposit with or negotiate to the bank, but only for the credit of the Corporation, all or any cheques, promissory notes, bills of exchange, orders for the payment of money and other paper negotiable, or otherwise, interest or dividend coupons and warrants, securities maturing or called for redemption and he proceeds of any of them, and for such purpose to make, draw, endorse, sign, execute, and deliver all or any of the foregoing or deliver all or any thereof to the bank, endorsed with the name of the Corporation impressed thereupon by rubber stamp or otherwise.
(ii)To receive all paid cheques and vouchers and sign and deliver to the Bank, the Bank's form of settlement of balances and releases, and to arrange, settle, balance, and certify all books and accounts between the Corporation and the Bank, and to receive all securities attached to drafts drawn on the Corporation to be delivered upon the payment of the drafts and all commercial and other paper, and to sign and deliver to the bank, receipts for all or any of the foregoing.

(c) Unless the Board indicates otherwise, any two of the President, Vice President, or Secretary of the Corporation, through joint-action, shall be authorized on behalf of the Corporation from time to time:

(i) To make, accept, endorse, sign and execute, under the corporate seal or otherwise, cheques, promissory notes, bills of exchange, orders for the payment of money and other instruments, whether negotiable or not, contracts for letters of credit and forward exchange, and agreements obligating the Corporation to the Bank in respect of obligations or liabilities incurred or to be incurred by the Bank for the account or benefit of the Corporation.
(ii) To borrow money from the bank upon the credit of the Corporation, in such amounts and on such terms as may be deemed expedient, by obtaining loans or advances. or by way of overdraft or otherwise.
(iii) To mortgage, hypothecate, charge or pledge, or give security under the Bank Act or otherwise, upon all or any of the property, real and personal immoveable and moveable, undertaking and rights of the Corporation, present and future, to secure all or any money borrowed or to be borrowed from the Bank, or obligations or liabilities of the Corporation, present and future, to the Bank, the nature and form of any such security and the rights, powers and authorities exercisable by the Bank or any person or persons thereunder or in respect thereof to be satisfactory to the Bank.

(a)The Board of Directors of the Corporation are hereby authorized from time to time:

(i) To borrow money upon the credit of the Corporation in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise.
(ii) To issue debentures or other securities of the Corporation.
(iii) To pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient.
(iv) To mortgage, hypothecate, charge or pledge, or give security in any manner whatever upon all or any of the property, real and personal, immoveable and moveable, undertaking and rights of the Corporation, present and future, to secure any debentures or other securities of the Corporation present and future, or any money borrowed or to be borrowed or any obligation or liability of the Corporation, present or future.
(v)To delegate to such officer(s) or Director(s) of the Corporation that the Board may designate, all or any of the forgoing powers, to such extent and in such manner as the Board may approve.

(b)The Board may cause money to be borrowed upon the credit of the Corporation at its discretion, but to a maximum of twenty-five thousand dollars ($25,000), based on the real value of the dollar in July 1986.
(c)The Seal of the Corporation, when required, may be affixed to the contracts, documents and instruments in writing, signed as aforesaid, or by any Officer(s) appointed by resolution of the Board.
(d)The Corporation's fiscal year runs from April 1 to March 31 of the following year, or as the Board may determine.
(e)The auditor's report must be made available to all Members each year, prior to the date fixed for the Annual General meeting.
(f)The Board must ensure that proper accounting records are kept of all financial and other transactions of the Corporation.
(g) All monies properly received by the Corporation must be assigned to the credit of the Corporation. All cheques, money orders or other instruments to be paid to the Corporation, must be made payable to the Corporation and not to any member or employee of the Corporation.
(h)Funds required for current, continuing or frequent expenditures, must be maintained in a chartered bank account or in other types of accounts as directed by the Board. All funds in these accounts must be guaranteed by the appropriate government agency.
(i)Funds not required for current or continuing expenditures, may be invested in securities according to governing statutes for non-profit organizations, or in accordance with section 2.03(h) or at the discretion of the Board.
(j)Members and employees concerned with the control and administration of funds, or having responsibility for equipment or supplies, shall be bonded in amounts determined by the Board.
(k)The annual budget must include a preamble, describing the revenues, expenditures and activities of the Corporation for the previous fiscal year and for the current fiscal year in which the Annual General meeting is held.
(l)The Annual General meeting stipulates the amounts that may be expended during the ensuing fiscal year by the Corporation.

Table of Contents

BY-LAW No.1

DIVISION 1. INTERPRETATIONS

DIVISION 2. OBJECTIVES AND MEMBERSHIP

DIVISION 3. MEETINGS OF THE CORPORATION

DIVISION 4.BOARD OF DIRECTORS

BY LAW NO. 2. AUTHORIZATION FOR DIRECTORS TO BORROW AND GIVE SECURITY

BY-LAW No. 1

DIVISION 1. INTERPRETATIONS

DIVISION 2. OBJECTIVES AND MEMBERSHIP

DIVISION 3. MEETINGS OF THE CORPORATION

DIVISION 4.BOARD OF DIRECTORS

BY LAW NO. 2.