Broadcast Educators Association of Canada - Bylaws

Seal of the Corporation
The seal of the corporation shall be in such form as shall be prescribed by the provisional directors of the corporation and shall bear the words "The Broadcast Educators Association of Canada /L'association Canadienne des Educateurs en Radiodiffusion."

Conditions of Membership
There shall be three classes of membership in the corporation, INSTITUTIONAL MEMBER, INDIVIDUAL MEMBER, and ASSOCIATE MEMBER.

  1. INSTITUTIONAL MEMBERS shall consist of those accredited post-secondary, provincially or federally founded institutions which offer comprehensive broadcast education programs leading to a certificate, diploma, or degree, and which are encouraged to be members of the Canadian Association of Broadcasters (CAB) and, where applicable, the Radio and Television News Directors Association (RTNDA), and which have applied for membership in the corporation upon meeting the corporation's membership guidelines.
  2. INDIVIDUAL MEMBERS shall consist of those individuals who have an active involvement in concern for professional broadcasting education as a teacher, administrator, professional worker, student, and those friends of broadcast education retired or employed in allied industries, at the discretion of the Directors.
  3. ASSOCIATE MEMBERS shall consist of those companies, associations and other bodies who have an active concern for professional broadcasting education as an equipment supplier, industry group of companies or other corporate entities and who wish to show their support for the Association by undertaking a membership.

The following procedures shall apply to those educational institutions wishing to join the Association as INSTITUTIONAL MEMBERS:

All applicant must provide ten (10) copies of the following information to the Board of Directors (in care of the Secretary - Treasurer) prior to the Annual Fall Directors' Meeting, for consideration at that meeting and for determination at the following Annual Spring Directors' Meeting:top

  1. a letter of application;
  2. a program outline profiling the organization and operation of the applicant's program;
  3. course outlines of all subjects that are taught as part of the overall program (core broadcasting subjects and support subjects);
  4. a list of faculty, including brief biographies and career outlines of each member;
  5. a list of Advisory Committee members, including their professional positions;
  6. a description of the applicant's physical plant, detailing equipment available, size and rough layout of studios, control rooms, etc., accompanied by an appropriate photographic or video graphic rendering or a site tour by a board member.

Membership fees shall be established by the Finance Committee of the corporation with the approval of the Board of Directors and shall be payable on April 1 of each year. Increases shall require a vote at the annual general meeting: The Finance Committee shall have authority to establish separate membership fees or fee schedules for each of the membership classifications.

Each INSTITUTIONAL MEMBER and INDIVIDUAL MEMBER is entitled to one vote at any annual or special meeting of the members of the corporation providing that the member has paid the annual fees or dues and is therefore considered "in good standing". ASSOCIATE MEMBERS and other members may not vote but may have speaking and floor privileges.

Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the Secretary - Treasurer of the corporation.

Any member may be required to resign by a vote of three-quarters of the members at an annual or special meeting of the corporation.

Any member whose dues are unpaid for the preceding financial year shall be dropped from the membership list and shall thereby lose all rights and privileges enjoyed by members of the corporation.top

Head Office
The head office of the corporation shall be located at the City of Ottawa, in the Regional Municipality of Ottawa-Carleton and the Province of Ontario, Canada, at the place therein where the business of the corporation may from time to time be carried on, normally at the head office of the Canadian Association of Broadcasters.

The corporation may establish such other offices and agencies elsewhere within Canada as the Board of Directors may deem expedient and establish by resolution.

Board of Directors
The property and business of the corporation shall be managed by a board of ten (10) members of whom a majority shall constitute a quorum.

The Board shall be composed of eight (8) elected directors, the immediate Past-President and the Past-President Next.

The eight (8) directors shall be elected as follows:

  1. There shall be one (1) director elected from each of five (5) regional constituencies from the ranks of any INSTITUTIONAL MEMBER school in good standing within the regional district. Each of the regional constituencies is defined in sub-paragraphs (c) and (d) of this section.

  2. There shall be (3) Directors-at-Large elected from any of the five constituent regions from the ranks of any INSTITUTIONAL MEMBER school in good standing.

  3. There shall be one region named the Francophone Region in order to allow membership from Francophone schools both inside and outside of the Province of Quebec to fall under a common linguistic grouping. The Francophone Director shall be elected from one of the region's INSTITUTIONAL MEMBER schools in good standing, when feasible. English speaking schools within the Province of Quebec will be permitted to become members of the Central Canada Region if they so choose.

  4. The remaining four (4) regions shall be called Western (British Columbia, Yukon and Northwest Territories), Prairies (Alberta, Saskatchewan and Manitoba), Central Canada (Ontario) and Atlantic Canada (New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland).

  5. The Directors-at-Large and Directors for each of the regions shall be elected in accordance with the procedures prescribed in sub-paragraphs (f), (g) and (h) of this section and in accordance with any rules and regulations pertaining to election procedures as may be established from time to time by the Board of Directors.

  6. At least ninety (90) days before the annual general meeting of members, the Secretary,- or his/her designated representative shall email / make available to each INDIVIDUAL MEMBER in the constituency that is scheduled to elect a director, a request to nominate himself or another INDIVIDUAL MEMBER from the constituent region for the position of Director for the region and/or Directors-at-Large as defined in sub-paragraphs (g) and (h). The number of nominations received for each position shall be tallied by the Secretary- or his/her designated representative and by two (2) tellers appointed by the President. Balloting shall be completed at the annual general meeting of the membership. Written proxy votes will be allowed. The person who receives the greatest number of votes shall be the director for the constituency and shall begin his/her office at the next annual meeting of the Board of Directors.

  7. A candidate for regional Director must be an INDIVIDUAL MEMBER in good standing from the ranks of an INSTITUTIONAL MEMBER in good standing in the same regional constituency and may only be elected by; INDIVIDUAL MEMBERs in good standing from the same regional constituency (each permitted one vote); and INSTITUTIONAL MEMBERs in good standing within the relevant constituency (each having one vote in addition to the INDIVIDUAL MEMBER's vote).

  8. A candidate for Director-at-Large must be an INDIVIDUAL MEMBER in good standing from the ranks of an INSTITUTIONAL MEMBER in good standing from any regional constituency and may only be elected by: INDIVIDUAL MEMBERs in good standing from any of the regional constituencies (each permitted one vote); and INSTITUTIONAL MEMBERs in good standing from any of the regional constituencies (each having one vote in addition to the INDIVIDUAL MEMBER's vote).top

Directors from the Western Region, the Central Region and two Director-at-Large serve terms normally beginning in ODD years and ending in ODD years. Directors from the Prairies Region, the Francophone Region, the Atlantic Canada Region and one Director-at-Large shall serve terms normally beginning in EVEN years and ending in EVEN years.

The regular term of office for directors shall be two (2) years. No person shall hold the office of Director for more than three (3) terms of two (2) years consecutively.

The office of a Director shall be vacated automatically:

  1. if a director resigns his/her office by delivering a written resignation to the Secretary-Treasurer of the corporation;
  2. if the educational institution, for which a director is the voting representative, ceases to be a member of the corporation or if the member educational institution terminates the director's designation as its voting representative;
  3. if he/she is found to be a lunatic or becomes of unsound mind
  4. if he/she becomes bankrupt or suspends a payment or compounds with his/her creditors;
  5. if at any special meeting of the members as a whole, a resolution is passed by three-quarters (3/4) of the voting members present at the meeting that he/she be removed from office;
  6. on death

Provided that if any vacancy shall occur for any of the reasons contained in Section 17, the vacancy of a directorship shall be filled by an acting director, to serve the remainder of the term who shall be appointed by the remaining directors on the Board from the general membership having definite regard for the regional and linguistic requirements of the position. Serving out the term of a director shall not constitute a term within the meaning of the three-term limitation imposed in Section 16.top

Meeting of the Board of Directors
An annual meeting of the Board of Directors shall take place within the week prior to the annual general meeting of members, normally immediately prior to the annual Professional Development Conference.

Another meeting of the Board will take place immediately after the Annual General Meeting at which time any newly elected and appointed directors will take office. Within five (5) months following the Board's annual meeting, the President shall poll the other directors as to the necessity of holding a second meeting of the Board.

A meeting in Canada of the Board of Directors may be called at any time by the unanimous consent of the officers or upon the written request of three-fifths (3/5) of the Members of the Board.

Meetings shall be called by way of notice sent by mail, telegram, telex, telefax or by any other electronic means or delivered in person to the Directors. The notice of meeting shall specify the place, date and time of the proposed meeting, and if possible the purpose or agenda. Notice shall be received at least two (2) clear business days before the meeting, a Director being deemed to have received such notice within the normal time for delivery according to the means of communication used, in the case of mail at least fourteen (14) days, unless there are reasonable grounds for believing that the notice was not received on time or was not received at all.

Powers of the Board of Directors
The Board of Directors shall have the power to manage, operate and direct the affairs of the corporation and shall report their actions to the members at the annual meeting. The directors may exercise all such powers of the corporation as are not by the Canada Corporations Act or by these by-laws required to be exercised by the members at annual or special meetings.

The Board may appoint such agents and engage such employees or contractors 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 Board at the time of such appointment. The remuneration, if any, of all directors, officers, committee members, agents, employees and contractors shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect until the next annual or special meeting of members when it shall be confirmed by resolution of the voting members, and in the absence of such confirmation by the members, the remuneration shall cease to be payable from the date of such meeting.

The directors shall have the power to authorize expenditures to be made on behalf of the corporation from time to time for the purpose of furthering the objectives of the corporation and may delegate by resolution to an officer or officers of the corporation the authority to employ and pay salaries to employees.top

The Board of Directors shall have the power to remove from office any officer or committee member by a vote of two-thirds (2/3) of all directors. The Board shall fill any vacancy in any office or on any committee by appointing an acting officer or committee member to serve out the remainder of the term wherein the vacancy has occurred. The Board of Directors shall take such steps as they may deem requisite to enable the corporation to receive donations and benefits for the purpose of furthering the objects of the corporation.

Regional Directors will maintain separate bank accounts for regional purposes with a second signatory being the Secretary-Treasurer of the corporation. It is the responsibility of the Regional Directors to maintain liaison with regional organizations within their jurisdiction on behalf of the corporation but not at the exclusion of the corporation's national interests. Regional Directors shall be accountable for meetings at the national level and within their respective jurisdictional region and act as the communication link between regional members and the corporation's national Executive.

Regional Directors shall be responsible for organizing or delegating the organization of annual regional professional development meetings to complement the annual general meetings. Regional development and scheduling is intended to improve overall communications with all members and encourage new membership but at no time as a compromise to the national objectives. Secretarial responsibility at any regional meeting will be the responsibility of the Regional Director or his/her designate.

Regional meetings of the members of the corporation must have present at least the appropriate regional Director and be chaired by either the President or Vice-President of the corporation or designate. Quorums for voting as a regional caucus will reflect a simple majority of the INDIVIDUAL MEMBERS in good standing. Any motions carried will be presented as a "committee of the whole" for discussion at the annual general meeting of the membership.

Regional Directors and Directors-at-Large shall be responsible for the normal management and operations of the affairs of the corporation as well as specific corporation business as may be required from time to time, by way of example but without limitation to the following:

  1. Societal Issues
  2. Finance
  3. Letters Patent and By-Laws
  4. National Scholarship
  5. Development and Administration
  6. Community
  7. Industry and Government Affairs
  8. Student Affairs
  9. Annual Programs
  10. Professional Development
  11. Corporate Communications
  12. Marketing
  13. Membership
  14. National Occupational Standards

Executive Committee and Officers
There shall be an executive committee of the Board of Directors consisting of the executive officers, the Immediate Past-President and Past-President Next, a majority of whom shall constitute a quorum and which committee shall be responsible for carrying out the normal management and operation of the affairs of the corporation and shall have the powers necessary and incidental to this function as well as any further and other powers given to it from time to time by the Board of Directors. top

The executive committee shall at all times remain answerable to the Board of Directors. A meeting in Canada of the executive committee may be called at any time by the unanimous consent of the officers or upon written request of three-fifths (3/5) of the Members of the committee. Meetings shall be called by way of notice sent by mail, telegram, telex, telefax, or by any other electronic means or delivered in person to the Directors. The notice of meeting shall specify the place, date and time of the proposed meeting, and if possible the purpose or agenda.

Notice shall be received at least five (5) clear business days before the meeting, a Director being deemed to have received such notice within the normal time for delivery according to the means of communication used, and in the case of mail at least fourteen (14) days, unless there are reasonable grounds for believing that the notice was not received on time or was not received at all.

The executive officers shall be the President, the Vice-President and the Secretary-Treasurer who shall be elected annually by and from the Board of Directors at the annual meeting of the Board which follows immediately the annual general meeting of the members.

The prerequisite for the position of President will be the serving of a term as Secretary-Treasurer and, where feasible, the coordination of either a national or regional professional development conference.

Every year, the President shall appoint a Nominating Committee consisting of the immediate Past-President and one director which shall prepare and submit to the Board at least one nomination for each of the three (3) executive offices of the corporation no less than thirty (30) days prior to the annual meeting of the Board. Additional nominations may be made by any director for any office. Voting shall take place in the meeting of the directors which follows immediately the annual general meeting of the members.

The term of office for executive officers shall be one year, to commence at the meeting following the annual general meeting at which they are elected and to terminate at the next following meeting of the Board which follows the annual general meeting of members, normally one year hence. There shall be no limitation on the number of terms that a director may serve as an executive officer.top

Duties of Officers
The President shall be the Chief Executive Officer of the Corporation. He/she shall preside at all meetings of the members of the corporation and of the Board of Directors. He/she shall have the general and active management of the business of the corporation. He/she shall see that all orders and resolutions of the Board are carried into effect and he/she or the Vice-President with the Secretary-Treasurer or other officer appointed by the Board for the purpose shall sign all by-laws and other documents requiring the signatures of the officers of the corporation.

The immediate Past-President or the Vice-President, as decided by the Board of Directors, shall, in the absence or the 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 by the Board, and in the event of the permanent removal from office of the President, shall call for an immediate election of a new President.

The Secretary - shall attend all meetings of the Board and all meetings of the members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/she shall give or cause to be given notice of all meetings of the members and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he/she shall be. He/she shall be custodian of the seal of the corporation which he/she shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts and receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation and in such depositories as may be designated by the Board of Directors from time to time. He/she shall disburse the funds of the corporation as may be ordered by the Board, take proper vouchers for disbursements and shall render to the President and Directors at the annual meeting of the Board, or whenever they may require it, an audited account of all his/her transactions as Treasurer and of the financial position of the corporation. He/sheshall also perform such other duties as may from time to time be determined by the Board. He/she may give the corporation a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his/her office, and for the restoration to the corporation in case of his/her death, resignation, retirement, or removal from office of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation. top

Indemnification of Directors and Other Representatives
The Corporation shall assume the defense of its director, officer or representative, his/her heirs, executors and administrators, and estates and effects, respectively, if prosecuted by a third person for an act done or about to be done in the exercise of his/her duties and shall pay damages, if any, resulting from such act, unless the representative has committed a grievous offense or a personal offense separable from the exercise of his/her duties. However, in a penal or criminal proceeding, the Corporation shall assume only the payment of the expenses of its representative if he/she had reasonable grounds to believe thathis/herconduct was in conformity with the law, or the payment of the expenses of its representative if he/she has been freed or acquitted. The Corporation shall assume the expenses of its representative if, having prosecuted him for an act done in the exercise ofhis/herduties, it loses its case and the court decides. The Corporation may obtain insurance in order to indemnify its officers and other representatives.

Meeting of Members
The annual meeting of the members of the corporation shall be held at such a time and place in Canada as shall be designated by the Board of Directors, normally in conjunction with the corporation's annual Professional Development Conference.

All members shall be notified in writing of the designated time and place for any annual or special meeting of members at least sixty (60) days prior to an annual meeting and at least fourteen (14) days prior to a special meeting. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the voting member that he/she has a right to vote by proxy.

At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statements and the report of the auditor shall be presented and an auditor appointed. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall call a special general meeting of members on written requisition of voting members carrying not less than twenty-five per cent (25%) of the voting rights.

A voting member may vote at any annual or special meeting of the members of the corporation or appoint as his/her proxy any other voting member to attend and act at a specific meeting of members in the manner and to the extent authorized by proxy. The representation (by proxy or otherwise) of five percent of all voting members at any duly called meeting of the members of the corporation shall constitute a quorum.top

At all meetings of the members of the corporation and at all meetings of the Board of Directors, every question shall be determined by a simple majority of votes, unless otherwise specifically provided by the Canada Corporations Act or these by-laws.

By-laws of the corporation may be enacted, and the by-laws repealed or amended by by-law enacted by an affirmation vote of five (5) members of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law provided that the repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister has been obtained.

A statement of intention to propose, amend or delete a by-law must be submitted in writing to the Secretary-Treasurer at least thirty (30) days prior to the meeting of the Board of Directors at which the proposal is to be considered. The Secretary-Treasurer shall furnish each director with a copy of the statement at least twenty (20) days prior to such meetings.

Auditor
The members shall at each change in the occupancy of the position of Treasurer or every year appoint an auditor to audit the accounts of the corporation. The remuneration of the auditor shall be fixed by the Board of Directors.

Financial Year
The financial year of the corporation shall be from April 1 to March 31. Statements of dues shall be sent by the Secretary-Treasurer or his/her designate as determined in conjunction with the Board of Directors to all members thirty (30) days prior to the first of each financial year, and dues must be paid within four (4) months.top

Standing Committees
There may be eight (8) standing committees appointed by the President, as follows:

  1. Committee on Membership
  2. Committee on Finance
  3. Committee on Letters Patent and By-laws
  4. Committee on National Scholarships Development and Administration
  5. Committee on Industry Affairs
  6. Committee on Student Affairs
  7. Committee on Annual Programs and Committee on Professional Development

The President and Vice-President shall be ex-officio members of all standing committees.

Special Committees
The President, either on his own motion or on a motion of the Board of Directors, shall appoint such special committees from time to time as the business of the corporation shall require, the members of which shall have all the powers necessary and incidental to such work of the special committees as well as any further powers given to it from time to time by the Board of Directors. The special committees shall at all times be answerable to the Board of Directors.

Signature and Certification of Documents
Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two of the President, Vice-President or Secretary-Treasurer and all contracts, documents and instruments so signed shall be binding upon the corporation without any further authorization or formality.

The Directors shall have power from time to time by by-law to appoint an officer or officers on behalf of the corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.

The seal of the corporation when required may be affixed to documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.top

Meetings by Way of Technical Means or Signed Resolutions
Save and except for any meeting of the Members of the corporation, all Directors, committee members, or one of several of them with the consent of all the others, which consent may be given before, during or after the meeting, in a specific manner for a given meeting or in a general manner for all subsequent meetings, may participate in a meeting of the Board of Directors or committee meeting, as the case may be, by way of a technical means, such as a telephone or audio-visual conferencing technique, which enable them to communicate simultaneously and instantaneously with the other persons attending, or participating in the meeting.

In such cases the persons attending or participating in a meeting held using such technical means may decide on any matter within the competence of that meeting. The secretary shall keep minutes of such meeting, recording any By-law, resolution, dissent or declaration of conflict of interest.

The statement by the chair and Secretary of the meeting so held to the effect that a person participated in the meeting shall be valid until proven otherwise.

In the event of an interruption in the communication with one or more of the participants, the meeting shall continue to be valid so long as quorum is maintained.

Written resolutions in lieu of a meeting of the Board of Directors or a committee, as the case may be, signed by all persons entitled to vote, shall be effective as though passed at a duly convened meeting.

Rules and Regulations
The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual general meeting of the members of the corporation when they shall be confirmed, and in default of such confirmation at such annual general meeting of members shall at and from that time cease to have force and effect.

Interpretation
In these by-laws the singular shall include the plural and the plural the singular and the masculine shall indicate the feminine. By a vote of the membership, a ninth Board position was created - International Director. This post will be filled for the coming year by appointment from the Board, and will be elected at the 2002 AGM.top