Board

 

The Board of Directors is a diverse group of dedicated volunteers that is responsible for overseeing the business side of running The Charlatan. It is responsible for the hiring of non-editorial positions, the oversight of the financial and legal affairs of the corporation, and ensuring the efficient and responsible management of the corporation.

The Board meets regularly at open meetings to make decisions regarding the business management of the corporation, and is comprised of a Chair, Treasurer, Secretary, the Editor-in-Chief (ex-officio), staff representatives, student directors, a faculty representative, and a professional representative.

The Board of Directors is committed to being open and transparent, particularly about the finances of the organization. Getting meeting minutes, the budget and other documents online in a timely manner is important to us.

The Board of Directors is also great place to learn more about the business side of the publications industry, and is committed to developing the human resources management, finance, and legal savvy of its members.

To learn more about the Board and its role in the publication of The Charlatan, ask questions about the state of the corporation, or to find out how you can join the Board or attend a meeting, contact Alex Leger, Chair of the Board, at board@charlatan.ca or 613.520.2600 x 8029.

 

 
 
 
CONSTITUTION OF CHARLATAN PUBLICATIONS INCORPORATED
 
1.   INTERPRETATION
 
1.   Definition
 1.   “the Act” means the Canada Corporations Act or any statute which may be substituted therefore, as amended from time to time;
2.   “Board” or “Board of Directors” means the Board of Directors of the Corporation;
3.   “Bylaws” means the Bylaws of Charlatan Publications Incorporated;
4.   “the Charlatan” means the publication known as the Charlatan previously published by the Carleton University Students’ Association;
5.   “Constitution” means the Constitution of Charlatan Publications Incorporated;
6.   “editorial staff” means the Editor-in-Chief and all section editors;
7.   “non-elected editorial positions” means any position which is not elected through the editorial staff and staff representative election process but by their nature involves editorial content (ex. radio co-ordinator, web co-ordinator and photo assistant);
8.   “non-editorial positions” are those that are non-editorial and not elected, included but not limited to advertising manager, production manager and production assistant.
9.   “regular contributors” means members of the Corporation who have made four (4) material submissions (ex. a story, opinion piece, photograph, graphic, helping with the radio program, a contribution to the website but NOT a letter or Voicebox call);
10. “regular editorial meeting” is the gathering of regular contributors to go over announcements, new business, old business and the latest published issue. One meeting must be held for each published issue.
11. “University” means the Carleton University;
12. “unratified editor-in-chief” shall be an elected editor-in-chief whom the Board has not yet voted for his/her ratification. Shall not be an editor-in-chief, which the Board has voted not to ratify.
2.   Words importing the singular number also include the plural and vice versa; words importing the masculine gender include the female gender.
3.   Any student who paid fees in the both the fall and the winter terms shall be considered members of the Corporation during the summer term.
4.   Bylaws and the Constitution shall be interpreted as a whole.
 
2.   OBJECTIVES OF THE CORPORATION (Old III, Con III)
 
1.   The editorial objectives of the Corporation shall include the collection and publication of information about issues and events affecting the Carleton University community; analysis of issues and events affecting the community; opinions of members of the community; and materials for the education or entertainment of the community.
2.   In order to meet the editorial objectives of 2.01 the Corporation shall generate revenue. While attempts will be made to diversify sources of revenue, in order to minimize the influence of any one source on the content of the publication, the fee paid by students shall be maintained as an important source of revenue. The generation of revenue shall not be carried out in such a way as to endanger the Corporation’s non-for-profit status.
 
3.   PUBLICATION OF THE CHARLATAN
 
1.   The Corporation’s publishing year shall run from May 1 to April 30.
2.   The Corporation shall publish a single twelve (12) page issue per month during the months of May to July.
3.   The Corporation shall publish a single issue in August (“frosh issue”) and, upon the discretion of the editor-in-chief, he/she can add up to an additional eight (8) pages, if such additional pages calculated with the paper size is not more than thirty-six (36) pages, and/or add full or partial colour to the cover of the Charlatan. The editor-in-chief need not contact the Board to use this discretionary power. However, the editor-in-chief upon use of such discretion must notify the Board at the next scheduled meeting.
4.   The Board shall produce the Publication Schedule, which indicates the number of issues in each of the remaining months, September through April of the following year, and indicates the dates for all the publications in the publishing year. The Publication Schedule shall be written on or before May 15. Where the minimum Board requirement (section) is not meet, then the editor-in-chief, although not ratified by the Board, shall determine the dates necessary to publish the issues in relation to 3.02 and 3.03. To further clarify, the editor-in-chief is not given the power to write the Publication Schedule and thus no further publications, including web publications, will occur until the Board itself writes the Publication Schedule.
5.   The size of the paper is determined by the paper-to-advertising ratio set by the board. The ratio may be altered by a simple majority vote of the full Board. However, the Board has final authority on the number of pages and upon a simple majority vote where at least eight (8) voting Board members are present can move to add additional pages or remove pages in a particular issue.
6.   For further clarification, any supplements wanted by the editorial staff shall have to be approved by the Board in accordance with section 3.05.
7.   The paper size shall not drop below twelve (12) pages, even when the Board elects to remove pages in accordance with section 3.05. However, the removal of an issue from the Publication Schedule shall not be barred by this section.
8.   The Board has final authority on the number of issues published in the publishing year.
9.   The Board can elect to remove the Corporate publishing requirement of 3.02 and/or elect to remove the editor-in-chief’s discretion in 3.03 for the current publishing year. The Board must have eight (8) voting members present at the time of the vote and those voting in favour of the removal(s) must be at least six (6) members. A sound and reasonable budget must have already been approved by the board at an earlier meeting and such budget must indicate a sound and reasonable financial reason for the use of this section.
10. The Board can elect to alter the Publication Schedule anytime during the year as long as eight (8) voting members are present and at least six (6) vote in favour of the alteration and providing that the financial reason behind such alteration is financially sound and reasonable and all Board members were provided with all necessary financial statements to make such a judgment at least one (1) week prior to such meeting.
11. Where the Board cancels an issue in accordance with section 3.09 or 3.10, the Board shall still be liable to pay the salaries of all section editors. This section does not apply to those whose specific contract addresses this situation.
12. The Board has final authority on any full or partial colour, which is to be added to any issue.
13. The Board has final authority on any and all production cost in the publication of the Charlatan.
 
4.   OTHER FORMS OF PUBLICATION
 
1.   The Board has final authority on any and all production cost associated to any form of publication.
2.   Any cost for the publishing of the Charlatan on a website and/or additional articles shall be considered to be under the authority of the Board under the previous section.
3.   Any cost for the broadcast of articles written by regular contributors shall be considered to be under the authority of the Board under section 4.01.
4.   The Board shall allow and shall approve the cost of producing a Volunteer Guide to be produced before the August issue. The full Board may, before the end of May, by seven (7) votes in favour, not produce such guide, if production of such guide would cause financial hardship to the Corporation, which is backed by a sound and reasonable budget.
 
5.   MEMBERS OF THE CORPORATION
 
1.   All students paying fees to the Corporation shall be members of the Corporation.
2.   People who have not paid fees to the Corporation may be honorary members with full rights by majority vote of the Corporation or by majority vote of the Board.
 
6.   BOARD OF DIRECTORS
 
1.   The activities of the Corporation shall be under the direction and control of a Board of Directors who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
2.   The Board shall consist of a maximum of eleven (11) members, and a minimum of eight (8), as follows:
1.   Not less than three (3), and no more than five (5) student directors, who must be members of the Corporation during their election and during their term in office, to be elected by a simple majority vote of the Corporation, according to the procedures defined in the Bylaws under Article XII.
2.   Two (2) staff representatives, each of who must be both a member of the Corporation and a regular contributor during their election and during their term in office, elected by a simple majority vote of the regular contributors, according to the procedures defined in the Bylaws. Neither Staff Representative shall be the editor-in-chief or section editor during their term in office.
3.   One (1) professional journalist who is regularly publishing, and not a faculty member at Carleton University, or a member of the Corporation, during the current or previous four (4) years, to be appointed by a simple majority vote of the Board in accordance with this Article and designated a professional director.
4.   One (1) professional businessperson or professional journalist whom can be a faculty member of the Carleton University but cannot be a member of the Corporation during the current or previous four (4) years, to be appointed by a simple majority vote of the Board in accordance with this Article and designated a professional director.
5.   The editor-in-chief, elected by majority vote of the regular contributors, according to the procedures defined in the Bylaws, and who is ratified by the Board according to the procedures defined in the Bylaws, who shall be an ex-officio, honorary member of the Board
3.   No member of the Board, including proxies and any non-voting member appointed under section 5.09, shall be a CUSA or GSA councilors or executive, either during their term on the Board or in the year previous to their term. Nor may any member of the Board be a member of Carleton’s University’s Board of Governors or Senate during their term on the Board.
4.   An individual can only hold the position of editor-in-chief once. However, the Board can appoint such a person to be interim editor-in-chief. Once the editor-in-chief is done his/her term, they cannot be on the Board under any circumstances, other than as interim editor-in-chief, for five (5) years after the end of his/her term in office.
5.   No member of the Board, including non-voting member appointed under section 5.09, except the staff representatives and the editor-in-chief, is authorized to create editorial content except in compliance with the Bylaws and/or Constitution.
6.   The editor-in-chief shall not count for the minimum Board membership stated in section 5.02 above when he/she is not ratified.
7.   Where the Board’s membership is below the minimum requirement of section 5.02, four (4) voting members or higher made up of any combination of positions shall be given only the power to appoint members of the Board as authorized by the Bylaws and/or Constitution. This power may be used by the incoming Board as of thirty (30) days before their term in office begins.
8.   The outgoing Board shall as of April 1 appoint any number student director positions and/or appoint any number of professional directors as necessary in order for the incoming Board to have four (4) voting members. If such requirement is not met, the outgoing Board, except the outgoing editor-in-chief, shall remain in office, with all powers vested to them, until such requirement is met. Any requirements prescribed to each position in section 5.02 shall be suspended while outgoing Board remains in power.
9.   The Board shall have the right to appoint additional non-voting members as it sees fit by two-thirds majority vote, provided the opinions of the regular contributors are solicited prior to any appointment and provided the said term does not exceed the Board’s term in office.
10. Each Board of Directors shall hold office for a term of one year beginning May 1 and ending April 30 the following year. The term may be extended in accordance with section 5.08.
11. At the end of their appointed terms, student directors may, at the Board’s discretion, be recalled, for a maximum of one (1) more term in office defined in section 5.10, in accordance with the Bylaws. The professional directors sit indefinitely at the Board’s discretion.
12. A Board who can form the appropriate membership (section 5.02) before the start of their term, may appoint a chair, treasurer, secretary and may approve the Publishing Schedule and the budget if a treasurer has been appointed.
13. The Board can, if it is two months or less to the end of the it’s term, may transfer its authority to the next Board early if such new Board meets the minimum membership requirement (section 5.02).
14. Any member of the Board of Directors, except the staff representatives and the editor-in-chief, may be removed by the members of the Corporation in accordance with Article XXII and XXIII of the Bylaws.
 
7.   AMENDMENTS TO THE CONSTITUTION
 
1.   Amendments to this Constitution shall be initiated by majority vote of staff at a regular staff meeting. Amendments may be proposed by any member of the Corporation, but a majority vote of staff is required before any amendment is sent to a formal vote of staff.
2.   This Constitution shall be amended by a two-thirds majority vote.
3.   Quorum for an amendment to the Constitution shall be 25 staff members.
4.   Votes to amend the constitution shall be made at regular staff meetings. Staff may, by majority vote, hold an amendment vote in the same manner as the elections of the editor-in-chief.
5.   This Constitution shall not be amended during the month of September.
 
 
 

 

The Charlatan is Carleton University’s independent student newspaper. It is an editorially and financially autonomous journal published weekly during the fall and winter semesters, and monthly during the summer.

Charlatan Publications Incorporated, Ottawa, Ontario, is a non-profit corporation registered under the Canada Corporations Act and is the publisher of the Charlatan.

Editorial content is the sole responsibility of editorial staff members, but may not reflect the beliefs of all members. The Charlatan’s photos are produced exclusively by the photo editor and volunteer members. The Charlatan reserves the right to edit letters for length and grammar.

Contents are copyright 2006. No article or photograph or other content may be duplicated or reproduced in any way without the prior written permission of the editor-in-chief. All rights reserved.

 

 

THE BYLAWS OF CHARLATAN PUBLICATIONS INCORPORATED

Be it enacted as bylaws of Charlatan Publications Incorporated (hereinafter referred to as the Corporation) as follows:

  1. INTERPRETATION
    1. Words importing the singular number also include the plural and vice versa; words importing the masculine gender include the female gender.
    2. Any student who paid fees in the both the fall and the winter terms shall be considered members of the Corporation during the summer term.
    3. Bylaws and the Constitution shall be interpreted as a whole.
  2. HEAD OFFICE AND SEALS
    1. The head office of the Corporation shall be located on the Carleton University campus at such location as the Board of Directors may from time to time determine unanimously by resolution.
    2. The seal of the Corporation shall be in such form as the Board may from time to time determine by resolution and the name of the Corporation shall be endorsed thereon. The chair of the Board shall be the custodian of the seal.
  3. RIGHTS AND POWERS OF THE MEMBERS OF THE CORPORATION
    1. The members of the Corporation shall have the rights and powers to:
      1. Attend and vote at the annual meeting of the members (Article IV);
      2. Attend Board meetings and regular editorial meetings;
      3. Request question(s) to be placed before the members of the Corporation in the form of a referendum (Article XXII);
      4. To bring any concerns or questions to the student directors. If such member of the Corporation is a regular contributor then their concerns and questions should be addressed to the staff representatives;
      5. May remove any member of the Board by use of a referendum question (Constitution – Article 6, section 6.14)(for editor-in-chief see section 17.08(c)); and
      6. Any other rights or powers as prescribed by the Bylaws or Constitution.
  4. MEETING OF THE MEMBERS
    1. The annual meeting of the members shall be held upon written notice to all members of the Corporation or honorary members of the Corporation on such a day in each fiscal year at such time and at such place on or in the vicinity of the university campus as the Board may from time to time determine. Such a day shall occur on or before September 30, unless the audit is not approved in accordance with the proscribe Bylaws (section 10.05) by September 1 then the date shall be held no later than thirty (30) days after its approval.
    2. At least fourteen (14) days before the annual meeting, the Corporation shall cause a copy of the entire audit to be published in the Charlatan or published on the official Corporate website along with a prominently published message in the Charlatan indicating the web address to locate such audit. If the Charlatan is not being published then such financial statements shall be posted in public places on the campus. Copies of the entire audit shall be made available for inspection by the members of the Corporation at the Corporation's office(s) during regular business hours.
    3. The purpose of the annual meeting of the members shall be for:
      1. Distribution of the audit to attending members of the Corporation;
      2. To receive reports on the audit, on the present financial status, the approved budget, the general state and most significant policy directions of the Corporation from the Board of Directors; and
      3. To afford the members of the Corporation with an opportunity to direct such questions and make such suggestions as they may deem fit to the Board of Directors.
    4. Quorum for the annual meeting of the members shall be twenty (20) members of the Corporation, all of whom must be present in person. In addition, editorial staff or any member of the Board shall not be used to determine the quorum minimum even though they may be members of the Corporation.
    5. The chair of the Board shall be the chair for the annual meeting of the members.
    6. Special meeting(s) of the members of the Corporation can be called by the Board as necessary.
  5. BOARD OF DIRECTOR'S MEETINGS
    1. The Board shall meet regularly, not less than ten (10) times a year. Quorum for all meetings shall be five (5) members of the Board, which includes the editor-in-chief.
    2. Special meetings of the Board may be called at any time by the chair of the Board or by two (2) Board members, or by a simple majority vote of the regular contributors at a regular editorial meeting.
    3. Special meetings of the Board may also be called by petition signed by two per cent (2 per cent) of the members of the Corporation. The petition shall be presented to any member of the Board and must be validated by the chair and one other member of the Board. The petition shall state the objective of the meeting and the Board must ensure that the objective falls within its powers and duties.
    4. All decisions made by the board must be on the public record and documented in the minutes regardless of the outcome. Meetings, including special meetings, of the Board shall be open to the public unless otherwise decided by the majority of the Board members present, in which case the reason therefore must be announced at the next Board meeting.
  6. PROXIES FOR BOARD OF DIRECTOR'S MEETINGS
    1. The editor-in-chief and other honorary members of the Board cannot have a proxy attend any type of meeting.
    2. Student directors and staff representatives shall be allowed a proxy who must also meet the requirements of the position being filled (Constitution – Article 6). If the event that no regular contributor other than the editorial staff exist, then a proxy may be any regular contributor from the previous publishing year.
    3. Professional directors shall be allowed a proxy who needs to meet the requirements of Article 6, section 6.03 of the Constitution.
    4. The member of the Board must notify the chair in writing before a meeting identifying the name of the person who shall serve as their proxy.
    5. The member of the Board who assigned a proxy may overrule any vote given by his/her proxy if he/she disagrees with their decision. This must occur at the next meeting attended by the Board member where all necessary minutes have been sent to the Board member prior to such meeting.
    6. Proxy cannot be used in votes, which call for the full Board (or all members) and cannot be used for votes approving the budget, the audit, and creation/alteration of the Production Schedule.
    7. The member of the Board cannot have a proxy for more than one (1) consecutive meeting unless such meeting(s) occurs in a span of one (1) week.
    8. A proxy shall not be allowed to attend any committee meetings or the annual general meeting of the members or special meetings of the members of the Corporation.
  7. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
    1. The Board shall be the sole body responsible for the following:
      1. The Board shall possess general jurisdiction and final authority over the financial and legal affairs of the Corporation;
      2. The Board shall possess general jurisdiction and final authority over all legal agreements made on behalf of the Corporation;
      3. The Board shall monitor the financial status of the Corporation throughout the year;
      4. To ensure the efficient and responsible management of the Corporation especially in financial and legal matters;
      5. The hiring, firing, and review of the Advertising Manager, the Production Manager, Production Assistant, and other individuals under the control of the Board according to the Bylaws;
      6. Ratification of the editor-in-chief (Article XIV);
      7. To be the body which, by two-thirds vote of the Board members present and voting, determines what other publications or responsibilities shall be established by the Corporation as provided for in the Bylaws of the Corporation;
      8. To receive and consider complaints concerning any publication of the Corporation, and to take or recommend appropriate action to the employee concerned;
      9. To appoint, not later than the first meeting of the Board following the Board taking office, the chair of the Board in accordance with section 7.06;
      10. To appoint, not later than the third meeting of the Board following the Board taking office, the treasurer of the Corporation in accordance with 7.07;
      11. To appoint, not later than the third meeting of the Board following the Board taking office, the secretary of the Corporation in accordance with section 7.08;
      12. To fix on or before May 15 for each fiscal year of the Corporation, the Publishing Schedule of the Charlatan for the upcoming year;
      13. Purchasing and maintaining such insurance for the benefit of its directors, officers and employees as the Board may from time to time determine;
      14. At the beginning of each year, agreeing on legal counsel to be consulted that year.
    2. The Board shall give full consideration in all its decisions to the goals of maintaining integrity and independence and freedom of the press and to that end shall consider the Objectives of the Corporation as set out by the Constitution (Article II).
    3. The Board may appoint committees clothed with such powers as it deem appropriate, provided that no committee shall have authority over any matter not properly within the jurisdiction of the Board. Members of such committees shall be appointed for such terms as the Board may from time to time determine. The Board may remove committee members as it sees fit.
    4. Board may establish and from time to time amend rules and regulations governing its own meetings and procedure for the transaction of business properly before it.
    5. The Board shall have the power to invite any staff member to its meeting(s) and may, upon adequate notice, make such attendance mandatory. If an editor, who is called, does not attend the mandatory meeting such behaviour will in no way affect editorial content in the newspaper.
    6. The Board shall elect, by majority vote of the members present, from its voting members, except staff representatives, a chair. The chair of the Board shall be responsible for:
      1. Notification of meetings;
      2. Directing meetings;
      3. Preparation and distribution of agenda;
      4. Acting as a signing officer pursuant to Article XI;
      5. For presenting key Board decisions or issues decided by the Board to editorial staff and regular contributors at their earliest regular editorial meeting;
      6. Chairing the legal committee;
      7. Representing the Corporation to all outside business and financial sources, except those expressly given to the treasurer;
      8. Any other duties prescribed in the Bylaws herein; and
      9. Any other duties that the Board may determine from time to time.
    7. The Board shall elect, by majority vote of the members present, from its voting members, except staff representatives, a treasurer of the Corporation whose duties shall include:
      1. Chairing the finance committee;
      2. Acting as singing officer pursuant to Article XI;
      3. In conjunction with the Editor-in-Chief overseeing the management of the finances of the corporation;
      4. Reporting to the Board, in a form generally acceptable to the Board, at each meeting of the Board, on matters under his/her administration;
      5. Representing the Corporation to the auditors, bookkeepers, banks, and any other financial resources as determined by the Board from time to time;
      6. Any other duties prescribed by the Bylaws herein; and
      7. Any other duties that the Board may determine from time to time.
    8. The Board shall elect, by majority vote of the members present, from its members, except staff representatives, a secretary of the Corporation whose duties shall include:
      1. Maintaining the records and corporate documents of the Board, including minutes and appendices to the minutes and meetings of the Board;
      2. Attending meetings of the Board and taking the minutes of these meetings;
      3. Preparing and posting the minutes of each Board meeting in a conspicuous place in the Office of the Charlatan in a suitable manner no later than one (1) week following the meeting;
      4. Any other duties prescribed in the Bylaws herein; and
      5. Any other duties the Board may determine from time to time.
    9. Liability

      Every director, regular contributor and employee of the Corporation shall from time to time be indemnified and saved harmless by the Corporation from and against:

      1. Any liability and all costs, charges and expenses that he or she incurs or sustains in respect of any action, suit or proceeding that is proposed or commenced against him or her in the execution of his or her duties; and
      2. All other costs, charges and expenses that he or she may sustain or incur in respect of the affairs of the Corporation;
      3. Provided that no director, regular contributor or employee of the Charlatan shall be indemnified by the Corporation in respect of any liability, cost, charges or expenses that he or she sustains or incurs in or about any action, suit or other proceeding as a result of which he or she is judged by the Board to be in breach of any duty or responsibility imposed on him or her under the Act or any other statute. Seven (7) days notice of any such indemnification shall be given to the regular contributors who shall have the opportunity to make recommendations to the Board.
  8. POWERS AND DUTIES OF THE EDITOR-IN-CHIEF
    1. The editor-in-chief shall have the following powers and duties:
      1. Serve as office manager and maintain a presence in the office;
      2. Ultimately responsible to the regular contributors for the content and editorial policy of the Charlatan and any other forms of publication;
      3. Serve as public face of the editorial staff to the community;
      4. Review and sign off on all pages of the Charlatan before they are sent out for publication. No pages can be published without the approval of the editor-in-chief. The Board may force something to be published if it falls under the appropriate exceptions located in the editorial content section (Article IX);
      5. Respond to any complaints and accusations leveled at the Charlatan, or any form of publication, in a prompt fashion. If the Corporation is threatened financially or legally by anyone the editor-in-chief must bring it to the Board’s attention immediately;
      6. When no policy is in place and a decision is needed for anything regarding editorial content the editor-in-chief may use his/her best judgment to deal with the situation. The editor-in-chief must then make a presentation at the next regular editorial meeting explaining the action;
      7. Submit an end-of-year report to the Board and regular contributors by the last weekday in April;
      8. Will assist the treasurer with the monitoring of the finances;
      9. Will act as a signing authority pursuant to Article XI; and
      10. Any other powers and duties prescribed by the Bylaws and/or Constitution.
    2. Editor-in-chief is given the power to appoint interim staff representatives until the by-election is held. If, after all necessary by-elections have been called, there remains unfilled staff representative position(s), the editor-in-chief has the power to appoint individual to these positions. The interim editor-in-chief cannot appoint such positions.
    3. An interim editor-in-chief shall have the same powers and duties as the editor-in-chief except where limited or altered by the Bylaws.
  9. EDITORIAL CONTENT
    1. Editorial content, for the Charlatan and other forms of publication, shall include:
      1. All articles, editorials, writing, letters, layout, photos, graphics, visuals, aesthetics;
      2. Editorial policies;
      3. Duties and responsibilities of editorial staff;
      4. The editor-in-chief’s duties and responsibilities except where delineated in the Bylaws and/or Constitution; and
      5. Section page allocation;
    2. The regular contributors shall be solely responsible for any published editorial content. Sections 9.03 and 9.04 shall only be true when such publication is the Charlatan, as such, other forms of publications as defined in Article IV of the Constitution shall not be given the extra protections given by sections 9.03 and 9.04.
    3. Although the Board has final authority for financial matters, and such power can arguably be linked to editorial content no such link will be made. For further clarification under no circumstances, financially serious or not, can the Board dictate or by any means influence the editorial content except as provided in section 9.04.
    4. The following shall be matters that are financial but shall be allowed to affect editorial content:
      1. Advertisements: The Board has full authority to place advertisements in any location in a publication and has full authority on the type of advertisements that will appear in any publication produced limited by the advertising ethics policy (Article XXV). The Board therefore, upon an unanimous vote of the full Board, can place advertisements on the front cover of the Charlatan. Before such vote is taken the regular contributors must be given notice of at least one (1) week in order to attend the Board meeting. Such Board meeting must be open to the public and cannot occur before September 1.
      2. Sub-section (a) shall include house advertisements, notices, and announcements or any other form which the Board may determine from time to time.
      3. Editorial content-to-advertisement ratio;
      4. Additional or removal of pages to any issue;
      5. Additional colour to any issue;
      6. Creation and alteration of the Production Schedule;
      7. Dismissal of employees;
      8. Removal/creation of employee positions;
      9. Where the Board is in compliance with section 16.07.
    5. Production manager’s (and/or production assistant’s) duties and responsibilities are under the final authority of the Board.
    6. When anything described in section 9.01(a) relates to any legal proceedings in which the Corporation is or was involved, the editor-in-chief must send to the appropriate lawyer who’s decision of what can and cannot be published shall be final. The editor-in-chief must notify the Board that the lawyer has been contacted.
    7. If the Board is alerted to the possible libelous content in any form described in section 9.01(a) not yet published, the Board has the right to demand that publication of the said article be withheld until it has been submitted to the Board’s lawyer for legal counsel. The Board will make its decision as to whether to allow publication based on this opinion.
    8. The Board may require the Editor-in-Chief or Section Editor(s) of any publication of the Corporation to write a retraction or apology to be published with respect to any matter which in the opinion of the Board’s legal counsel is legally actionable. Such retraction or apology shall be published in the next issue of the publication following the meeting of the Board. Such a decision by the Board requires two-thirds majority vote of the members present.
    9. If any editor refuses to comply, the Board may dismiss said editor by two-thirds majority vote of the full Board without following the procedures established in Article XVII.
  10. FINANCES OF THE CORPORATION
    1. Fiscal Year The fiscal year of the Corporation shall end on April 30 in each year.
    2. Revenue The Corporation shall raise revenue in the following ways:
      1. Collection of an operating subsidy from the membership;
      2. The sale of advertising space in The Charlatan and any publication the Corporation may deem worthwhile to publish;
      3. The sale of subscriptions;
      4. Any other methods as shall be determined by the Board from time to time.
    3. 10.03 The Finance Committee The finance committee shall be a standing committee of the Board, responsible for preparing the budget of the Corporation, recommending financial policies to the Board, and supervising the financial affairs of the Corporation. The finance committee shall be composed of:
      1. The editor-in-chief of the Charlatan;
      2. The treasurer of the Corporation;
      3. One (1) student director or one (1) professional director appointed by the Board;
      4. One (1) regular contributed elected by the Charlatan staff and ratified by the Board.
    4. 10.04 Operating Budget On or before August 31 in each fiscal year, the finance committee shall present to the Board, for its approval, an operating budget for the present year, subject to the following conditions:
      1. The budget shall be submitted to the regular contributors, by the staff representatives, for their comments and recommendations at least seven (7) days before submission to the Board for approval. Regular contributors comments and recommendations shall be appended to the copy of the budget which is submitted to the Board.
      2. The budget may be amended from time to time following the above conditions.
    5. Audit and Auditors The audit shall be monitored by the treasurer and the financial committee and such committee shall have the power to approve drafts, except the final draft which must be approved by a majority vote of the full Board. If signatures are needed to approve the final draft it shall first be signed by the treasurer, than the chair and followed by any other member determined by the Board to fill the required signatures. Auditors shall be instructed to complete all the necessary tax return forms for both level of governments.
    6. Capital Acquisitions The Board should, provided any such proposal be placed on two consecutive meeting agendas before a vote is taken, set aside up to fifteen per cent (15%) of the revenues in a capital fund to be used for future capital acquisitions.
    7. Borrowing The Board of Directors may not at anytime:
      1. Borrow money on the credit of the Corporation; or
      2. Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation including book debts, rights, powers, franchises and undertakings to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
    8. Financial Statements The Corporation shall comply with the financial statement requirements of the Act which are applicable to the Corporation. Notwithstanding the generality of the foregoing, the Corporation shall cause to be prepared the following financial statements:
      1. Balance Sheet;
      2. Statement of Income and Expenses;
      3. Statement of Accumulated Equity;
      4. Statement of Change in Financial Position. The financial statements of the Corporation and the auditor's report thereon shall be published and made available for distribution to members of the Corporation.
    9. Financial Regulations The Board of Directors shall monitor the financial status of the Corporation throughout the year.
    10. Financial Control Policies, Appendix A, can be altered by a simple majority vote of the Board, where at least seven (7) voting members are in attendance.
  11. SIGNING AUTHORITY PROCEDURES
    1. Two signing authorities are required to sign any cheques or negotiable instruments signed on behalf of the corporation. One signing authority must be either the treasurer of the Corporation or the chair of the Board. The second signing authority must be the ratified editor-in-chief.
    2. Contracts, documents or any instruments in writing requiring the signature of the Corporation, aside from cheques, must be signed by the ratified editor-in-chief and the chair of the Board or the treasurer of the Corporation, or such other persons as the Board shall appoint from time to time.
    3. Any investments in the name of the Corporation shall be in the control of one (1) of the professional directors and the chair of the Board. The treasurer of the Corporation shall be given the authority to contact the investment broker to obtain any knowledge needed to perform his/her duties.
  12. ELECTION OF STUDENT DIRECTORS
    1. For eligibility to hold such office see Article VI of the Constitution.
    2. The Board shall have chosen a chief returning officer no later than September 30 of each year. The choice of the Board shall be final.
    3. At least seven (7) members of the Board must agree on the candidate.
    4. The Board shall establish its own criteria and process in selecting the chief returning officer. If such candidate is also a Board member then such member shall lose his/her right to vote on the matter. Such candidate cannot be a paid employee nor any regular contributor to the Charlatan.
    5. The Board must publish an announcement in the Charlatan in every issue in the month of February notifying the students of the student director position, the number of positions available, how to apply, the requirements and/or restrictions and election procedures. If only one publication occurs on or before February 15, such announcement must be posted across the University campus on or before February 22.
    6. Nomination for a student director position shall contain five (5) signatures of members of the Corporation including their student numbers and faculties. The nomination must contain signatures from a minimum of three faculties. The candidate shall provide their name, student and faculty and must agree beforehand in writing to serve if elected or acclaimed in accordance with section 12.08.
    7. Last day for candidates to seek nomination shall be one (1) week after the last February publication of the Charlatan. If there has only been one (1) publication in February and such publication occurred on or before February 15, then the last day to seek nominations shall be on March 7.
    8. If five (5) or fewer candidates seek nomination or if the number of candidates is equal to or less than the number of positions available after the use of the recall power (section 12.12), then the candidates may be acclaimed to the approval of the current Board.
    9. Election of Student Directors referred to in Article XI of the Constitution shall be conducted in accordance with the following provision:
      1. It shall be the responsibility of the secretary of the Corporation to verify that all candidates meet the requirements referred to in Article XI of the Constitution and is the responsibility of the secretary to inform the chief returning officer of his/her decision.
      2. The date of election, chosen by the Board, shall be no later than March 31.
      3. Election of student directors to the Board shall be by a method and procedures that the chief returning officer deems appropriate and approved by the Board no later than December 1. The vote must be done by secret ballot outside the office.
      4. Persons handling the election in any capacity shall not be paid employees or regular contributors, except where this Article allows.
      5. Each member of the Corporation shall be entitled to cast a number of votes equal to the number of student directors to be elected, provided that only one vote shall be cast for each candidate.
      6. The ballots shall be kept by the chief returning officer until the Board moves to destroy the ballots.
    10. Disputes or questions respecting the actions of the chief returning officer shall immediately be referred to the Board for its decision.
    11. Final authority respecting the election method and procedures of student directors shall reside with the Board.
    12. Recall of elected or acclaimed student directors:
      1. To recall a student director the Board needs to make a motion recalling a student director in early January. The motion is passed by a simple majority vote of the Board members present at the meeting. The student director or directors may not participate in the vote or for the purpose of the vote to hold quorum.
      2. The Board can only recall to the Board a maximum of two (2) student directors.
      3. The student director whom the Board asks to continue their term may accept or reject the offer to be recalled.
      4. If a student director or directors accepts the offer to be recalled they must obtain five (5) signatures from members of the Corporation and each members student number and faculty. The student director must obtain signatures from a minimum of three faculties. None of the members of the Corporation who had signed the student director’s original nomination form may sign for his/her recall. For the purpose of the recall no other member of the Board, staff, or anyone who has written in the past publishing year (except those who would not count as a regular contributor and wrote only opinion and/or editorial letter(s)) for the Charlatan may be used. The student director has one (1) week to obtain the signatures and to hand this form to the secretary of the Corporation.
      5. Secretary of the Corporation upon the receipt of the recall form will verify the requirements of sub-section (d) has been met and that the student director can still qualify to be a member of the Corporation for the next term in office will notify the chief returning officer within two (2) days. Chief returning officer will notify the Board of the student directors verified form or if the recall form is not valid will inform the Board of the student director’s inability to fulfill his/her acceptance of the recalled position.
      6. (f) Student director may appeal to the Board concerning the secretary’s decision of the validity of the recall form in a way of a motion. The Board has final authority on the validity of the form. The motion is passed by simple majority vote. The student director involved and the secretary of the Corporation cannot participate in the vote but both must be present at the time of the motion and when the vote takes place. The Board may have to meet on short notice to deal with the issue of such an appeal. If board meeting cannot be meet by 3 p.m. on the production day of the first issue in February, then the appeal will be assumed to have passed in favour of the student director.
      7. If a student director rejects the offer to be recalled the Board may recall another student director.
      8. The Board may continue to recall student directors up to two (2) days before production day of the first February issue. The student director who accepts an offer to be recalled which is less than one (1) week prior to production day of the first February issue shall have only until 4 p.m. the day before production day to hand in the recall form to the secretary. The secretary must complete its validation process by 8 a.m. the next day. The chief returning office must notify the Board by 11 a.m.
    13. Those student directors not recalled may be re-nominated in accordance with the nomination and election process.
    14. Student directors who resign before the end of their terms may be replaced in accordance with the section 12.15.
    15. A by-election will not be called and instead the Charlatan will continue to publish an announcement for empty student director position(s). All nomination forms, which have the same requirements whether in the election process or within this section, which also are completed prior to the beginning of the next scheduled Board meeting shall be accepted and handed over to the secretary for validation in accordance with section 12.09(a). These nominees will be contacted and given one (1) weeks notice of the next Board meeting were their validity is announced. All nominee’s that are valid and present shall, in an order chosen by the Board, by simple majority vote of the Board members attending, acclaim nominee’s until either all student director positions are filled or no more valid nominee’s exist. This process continues until the student director positions are filled. A nominee whose form is found to be invalid can, if positions are not filled, reapply for the position with a corrected nomination form.
    16. If no publications are scheduled for February then the first issue in February will be assumed for the use of this Article to be February 1. If this Article called for an item to be published in the Charlatan then such item must be posted across the University campus to notify the members of the Corporation.
  13. ELECTION OF THE EDITORIAL STAFF AND STAFF REPRESENTATIVES
    1. The positions of the editorial staff and staff representatives shall be elected for a term of one (1) year commencing May 1 by the following methods:
      1. The editor-in-chief will be elected by a simple majority vote of the regular contributors. The candidate for editor-in-chief can only be elected in such position once.
      2. Section editors will be elected by plurality vote of the regular contributors whom have contributed at least once to the section for which they are placing a ballot.
      3. Staff representatives shall be elected by plurality vote by the regular contributors.
    2. The requirements to be eligible for editorial staff and staff representatives are as follows:
      1. The editor-in-chief must have been a member of the Corporation in the year of application. It is not required that the editor-in-chief be a member of the corporation at any time during his/her year in office. The editor-in-chief must also be incompliance with Article XI.
      2. A section editor must be a member of the Corporation during the elections and during the time they hold such a position.
      3. Staff representative must be in compliance with the Article XI of the Constitution.
      4. Furthermore all editorial staff may not be involved with the executive of a political party or involved with organizing events for political parties on campus. Nor shall any editorial staff shall member be a CUSA or GSA councilors or executive member, either during their term on the Board or in the year previous to their term. Nor may any member of the editorial staff be a member of Carleton’s University’s Board of Governors or Senate during their term on the Board.
    3. The election dates for the positions of editorial staff and staff Representatives must occur as follows:
      1. Elections for the editor-in-chief must occur on or before March 18.
      2. Elections for the section editors and staff representatives must take place one (1) week after the elections of the editor-in-chief, but cannot be later than March 31.
    4. Advertisements for the Editorial Positions and Staff Representatives shall be as follows:
      1. Advertisements for applications to the position of editor-in-chief must be published in the Charlatan at least two (2) weeks before the election of the editor-in-chief and must include instructions on how to apply, requirements to be eligible for the position, the duties of the position, the closing date for the application, a complete staff list, and any other information deemed appropriate by the chief editorial returning officer.
      2. Advertisements for applications to the position of section editors must be published in the Charlatan at least two (2) weeks before the section editors elections are held and must include instructions on how to apply, requirements to be eligible for the position, the duties of the respected position, the closing date for the application and any other information deemed appropriate by the chief editorial returning officer.
      3. Advertisements for applications to the position of staff representatives need not be published in the Charlatan unless it is the decision of the chief editorial returning officer in which case sub-section (b) applies. At minimum an advertisement following the rules of sub-section (b), except the publishing requirement, should be posted in the office for regular contributors to view.
    5. At minimum, the candidate for the position of editor-in-chief must submit a resume and a list of proposals to the chief editorial returning officer before the closing date for an application.
    6. The closing date for the application for the any position shall not be sooner than one (1) week after the advertisement for such position (referred to in section 13.04) is published.
    7. Chief editorial returning officer shall be elected by simple majority vote by the editorial staff and regular contributors no later than December 1. Procedures of such election shall be decided and written by the editor-in-chief no later than November 1. Such procedure is to be left in the office for viewing by regular contributors and members of the Corporation. If by a majority vote of the editorial staff and regular contributors at a regular editorial meeting whom have had one (1) week notice of such a vote may ask the Board to review their concerns and recommendations to alter the procedures. In such a case, the Board will have final authority and must give its decision within ten (10) days after notice to the Board has been given by a staff representative.
    8. The duties of the chief editorial returning officer shall include:
      1. Carrying out the elections in a fair and impartial manner;
      2. Collecting all applications and verifying candidates eligibility;
      3. Insuring that everyone who casts a ballot is qualified to vote for that position;
      4. Setting the procedures necessary for the complete electoral process and shall post them in the office for viewing by all members of the Corporation. The procedures shall be completed and posted by January 30;
      5. Counting the ballots and presenting the results to the regular contributors;
      6. Maintain ballots until the regular contributors have voted to destroy the ballots; and
      7. Any other duty given to him/her in this article.
    9. The chief editorial returning officer shall have the power to delegate any of his/her duties to the ombudsperson or any other person whom the Board approves. The Board shall not approve any editorial staff or any regular contributor from the present or previous year.
    10. The chief editorial returning officer can ask the Board for any monies necessary to conduct the elections. The chief editorial returning officer shall create a list of expenses to give to the Board for its approval. Expenses can include beverages and food for candidate speeches.
    11. The duties of regular contributors in the electoral process shall include:
      1. Setting the dates of the elections and dates of the advertisements which must occur before January 20; and
      2. Voting to destroy the ballots which cannot be done until at least one (1) week after the elections
    12. 13.12 The chief editorial returning officer must take into account the following provisions when determining the election procedures:
      1. The election for all positions shall be conducted by secret ballot outside the office;
      2. The ballot for editor-in-chief shall contain the option to vote ‘Yes’ or ‘No’ when there is only one (1) candidate. The ballot for all other positions shall not contain such option. If only one (1) candidate is running for a position they shall be acclaimed.
      3. The polls shall be open for three consecutive days for at least five (5) hours per day.
      4. Candidate speeches cannot go later than midnight.
    13. If by a majority vote of the regular contributors at a regular editorial meeting whom have had one (1) week notice of such a vote may ask the Board to review their concerns and/or recommendations concerning any actions taken by the chief editorial returning officer. In such a case, the Board will have final authority and must give its decision within thirty (30) days after notice to the Board has been given by a staff representative.
    14. Any three staff members may, by written request presented to the chief editorial returning officer within one (1) week after the elections are held, may demand a re-count. A re-count must be completed by one (1) week after receiving such written request.
    15. Where at the closing date for applications to the position of editor-in-chief there are no applications to the position or if ‘No’ wins a fifty per cent (50%) or more of the votes, the current Board or the incoming Board after May 1 has the sole power to appoint an interim Editor-in-Chief, which can be a previous editor-in-chief despite the one term rule, until the position is filled in accordance with this Article.
    16. In the event of a tie between candidates in any position (‘No’ option shall not be considered a candidate for these purposes) the following provisions shall apply:
      1. There shall be a run-off election held between the tied candidates only.
      2. The run-off election shall be held the within one (1) week after a staff meeting announcing the run-off election. There shall be two polling days of at least (5) hours each for the run-off election. The polling days shall be chosen by the chief editorial returning officer.
      3. The voter’s list for the tied election shall be used for the run-off election
    17. In the event that a candidate for the editor-in-chief position is unable to obtain a majority vote in the election the following shall apply:
      1. There shall be a run-off election held between the highest two candidates (or more depending on whether the second place is a tie).
      2. The run-off election shall be held the within one (1) week after a staff meeting announcing the run-off election. There shall be two polling days of at least (5) hours each for the run-off election. The polling days shall be chosen by the chief editorial returning officer.
      3. The voter’s list for the election shall be used for the run-off election
    18. In the event of a tie in a run-off election, no further run-off elections can be held. The chief editorial returning officer shall conduct a random draw to determine the winner, in the presence of the editor-in-chief for the publishing year in question (if elected) and the tied candidates. The draw shall be within 24 hours of the completion of the run-off election.
    19. In the event of a candidate for the editor-in-chief position is unable to obtain a majority vote after the run-off election, no further run-off elections can be held. The candidate with the highest votes shall be declared the winner by the chief editorial returning officer, but such election information must be told to the regular contributors and to the Board by the chief editorial returning officer.
    20. By-Election – Editors and Staff Representatives
      1. In the event that not all editors and/or staff representative positions are filled then a by-election shall be called. The by-election follows the same rules stated in this Article, except as follows:
        1. The by-election date shall be the day after the frosh publication or if no issue is published than the last Thursday of August;
        2. Where the mention of ‘regular contributor(s)’ is made it shall, for this section, refer to any regular contributor from the previous or current year, but where such individual falls in both years they will only have one (1) vote for each position;
        3. The (interim) editor-in-chief shall act as the chief editorial returning officer during the by-election process;
        4. The (interim) editor-in-chief shall use, as possible, the procedures of the previous elections and shall post the by-election procedures, with any changes, by the end of May; and
        5. The advertisements shall follow the rules established in section 13.04 except that where an advertisement is to be published in the Charlatan such a advertisement must be published in every summer issue.
      2. In the event there still remains unfilled positions the (interim) editor-in-chief, upon majority vote of the regular contributor, may hold another by-election with the same procedure as the former by-election with an election date on or before September 30. The (interim) editor-in-chief is given all powers to arrange all necessary dates and arrangements needed to complete this by-election, but must be done in the spirit of this article. If the regular contributor do not after one (1) week after the August by-election move to hold another by-election, or the second by-election fails to fill the empty position(s), the editorial staff committee shall be empowered to fill all necessary positions, except the staff representatives (see section 8.02).
  14. RATIFICATION THE EDITOR-IN-CHIEF
    1. Once the editor-in-chief is duly elected as prescribed in the above article the Board, and not the out-going Board, must be ratify or reject the editor-in-chief by a simple majority vote of those present.
    2. In the event of rejection, the Board shall appoint an interim editor-in-chief.
    3. In the event of rejection, the Board shall notify the editorial staff and state its reasons in writing. The regular contributors, no later than seven (7) days after receiving the rejection notice from the Board, must conduct a secret ballot, under the supervising and control of an individual chosen by the regular contributors, for the purpose of determining whether to reaffirm their initial choice, or to hold another election; the outcome of which must be presented to the Board within another seven (7) days.
    4. In the event that the regular contributors reaffirm their initial choice, the Board will reconsider their request. If a unanimous decision is made to reject the editor-in-chief such a decision will be final and investigation committee will not be called. The position for editor-in-chief shall be filled during a by-election.
    5. If the event that the regular contributors vote to hold another election, such election shall use the same procedures as the original election. An individual shall be chosen by the regular contributors to act as the chief editorial returning officer who shall make all necessary decisions on dates and changes to hold the election. This election must occur within one (1) month after the regular contributors move to hold another election. If the election is not held within this time it shall be cancelled and the editor-in-chief position shall be filled using the by-election procedure.
    6. If, after a new election, the Board does not ratify the editor-in-chief the investigation committee (Article XXV) shall be called.
    7. A ratified editor-in-chief shall be considered a honourary member of the Corporation if he/she is not a member of the Corporation during his/her term in office.
  15. EDITORIAL STAFF COMMITTEE
    1. Editorial staff committee shall be a standing committee of the Board consisting of the editor-in-chief and the two staff representatives. The editor-in-chief shall chair this committee. The committee can have interim members before the by-election(s) are called, however, interim members cannot sit after the by-elections are complete.
    2. The editorial staff committee shall have the authority to (a) Hire the unelected editorial positions; (b) Dismissal or discipline of editorial and non-editorial positions in accordance with Article XVII; (c) Appointment of interim editors before the by-election; (d) Appointment of editors throughout the year after the formal election and by-election process is complete.
    3. Where a member of the editorial staff committee is deciding a matter which he/she is involved, the member must be suspended from the committee and a new member found. The editorial staff shall elect from themselves an editor, who shall not be an interim editor, for this discussion only. Upon the completion of the discussion the suspension shall be lifted.
    4. In the event that no editor can replace the suspended member of the editorial staff committee than the suspended member’s position shall be left unfilled. In the event that all members are suspended the editorial staff committee powers shall be vested back to the Board until all necessary decision is made which allows the editor-in-chief to be unsuspended (including the appointment of the editor-in-chief).
    5. The vote requirement shall be a unanimous vote of all committee members sitting, as defined in 16.01, which are not suspended under section 16.06.
    6. In the event that the committee sits empty (where no editor-in-chief or staff represents have been elected after the by-elections are complete) the seats shall be treated as if they are suspended (section 16.06).
    7. The committee shall first appoint the editor-in-chief position, if needed, followed by the remaining unfilled positions in order chosen by the committee.
  16. NON-EDITORIAL HIRING COMMITTEE
    1. Non-editorial hiring Committee shall be a special committee of the Board and shall consist of at least three (3) voting members of the Board.
    2. The powers and duties of the non-editorial hiring committee shall be:
      1. To advertise for any open position;
      2. To conduct interviews to fill the position;
      3. To recommend to the Board candidates to fill the position; and
      4. To draft a contract for every employee stipulating duties and providing term for dismissal.
      5. Any other duties or powers given to them by the Board.
    3. The non-editorial hiring committee shall not have the final authority to hire the employee, which remains the final authority of the Board.
    4. The non-editorial hiring committee may conduct contract negotiations but cannot offer a specific contract without the Board’s approval.
  17. EMPLOYEE HIRING AND DISMISSAL
    1. The following shall be deemed to be employees of the Corporation: section editors, editor-in-chief, unelected editorial positions, non-editorial positions, and any other individual on the Corporate payroll.
    2. The Board has full authority to decide the salaries of all employees of the Corporation.
    3. Despite anything in this section, the Board cannot hire anyone which if they were employed by the Corporation would be in violation of Ontario or federal law.
    4. Editor-in-Chief, after being both elected in accordance with Article XIII and ratified in accordance with XIV, shall accept his/her position by the signing of his/her employment contract.
    5. The Board must follow the choices of the regular contributors and shall offer section editors, elected in accordance with Article XIII, contracts of employments. Section editors shall accept his/her position by the signing of his/her employment contract.
    6. Unelected editorial positions will be hired by the editorial staff ommittee in accordance with the procedures herein. The Board will follow the choices of this committee and will offer contracts to the selected individuals.
    7. Non-editorial positions shall be hired by the non-editorial hiring committee in accordance with the procedures herein. Production Manager and Advertising Manager and other position the Board deems appropriate shall be hired for a three (3) month probationary period subject to review by the Board. Subject to the review by the Board, these employees may be terminated immediately or offered a full contract of employment. Any Breach of Contract in any of these positions will result in an outcome appropriate for the breach which is not in violation of any Ontario and/or federal laws. To dismiss any non-editorial employee shall take a majority vote of the full Board.
    8. The editor-in-chief after ratification may be dismissed in accordance with any one of the following provisions:
      1. Following a two-thirds majority vote of regular contributors at a meeting duly called to impeach the editor-in-chief, the editor-in-chief shall be considered suspended until the full Board, by a simple majority vote, approves the dismissal; or
      2. Where by two-thirds majority vote of the full Board votes in favour of dismissing the editor-in-chief at a duly constituted meeting of the Board. The editor-in-chief shall be considered suspended. The Board shall inform the editorial staff its reasons for their action. The staff shall then have two (2) weeks, after receiving the notice of dismissal, in order to, if they wish, to meet and upon two-thirds majority vote, of all regular contributors, by secret ballot, can request the Board to reinstate the editor-in-chief and must notify the Board. If the Board is so requested, the Board must reconsider their decision. The Board, by two-thirds majority vote of the full Board, can make their original decision final. If the regular contributors cannot reach the two-thirds majority minimum or do not hold the vote within two (2) weeks after receiving the notice of dismissal or do hold the vote but do not notify the Board of the vote outcome within two (2) weeks after receiving the notice of dismissal the editor-in-chief will no longer be suspended and will be considered permanently dismissed;
    9. Section editors’ and unelected editorial employees’ behaviour and/or conduct (including conduct relating to editorial content) shall be reviewed in the following ways:
      1. The Board, by a simple majority vote of the members present, may ask the editorial staff committee to review an incident involving an employee (and must do so when it involves editorial conduct). Two-thirds majority vote in the editorial staff committee will result in action against the employee (this can include dismissal). The Board will then verify if such a action is in violation of Ontario or federal laws. If a violation exists the Board has no choice but to have the editorial staff committee revisit the issue . If a violation does not exist the Board shall be bound to the ruling of the editorial staff committee;
      2. The Board, by a simple majority vote of all members, may review an incident involving employee which does not involve editorial content. For further clarification interaction between employees or individuals shall not be deemed editorial content. The Board’s action cannot be in violation of Ontario or federal laws. The Board can dismiss the employee; or
      3. Following a two-thirds majority vote of regular contributors may ask the editorial staff committee to review an incident involving an employee.
      4. Section editors or unelected editorial staff may be impeached by two-thirds majority vote of the regular contributors at a meeting duly called to impeach such person.
    10. Section 17.09 shall also apply to editor-in-chief, where behaviour and/or conduct, is to be reviewed. The editor-in-chief cannot be dismissed in such a fashion.
  18. REMOVAL/CREATION OF EMPLOYEE POSITIONS
    1. By unanimous vote of the full Board, the Board may remove any non-editorial position from payroll. However, the Board shall not be giving the power to remove the position of production manager and advertising manager, which shall be removed in the same manner as a regular amendment to the Bylaws.
    2. By unanimous vote of the full Board, the Board may move to create any non-editorial position which shall be paid by the Corporation.
    3. By unanimous vote of the full Board, taking into account the views of the majority of regular contributors, may move to create elected or non-elected editorial positions. Whether the position shall be an elected or non-elected position shall be left to the regular contributors.
    4. By seventy per cent (70%) of the regular contributors at a meeting duly called to remove an editorial position or non-editorial position shall remove said position.
    5. The job description and method of hiring will set the category of the employee (section editor, unelected editorial position, or non-editorial position). In case of dispute three (3) Board members (who cannot be the editor-in-chief or a staff representative) and four (4) regular contributors two (2) of which must be editorial staff, will make a final ruling by a majority vote. In the case that a majority vote cannot be accomplished than the employee position cannot be created.
    6. The above section refers to paid or voluntary employee positions.
  19. TRANSITION BETWEEN EDITORIAL STAFF
    1. Section editors must turn in their keys to the chair of the Board within two weeks of the last issue on that years’ publication schedule. If two weeks will bring the date past May 1, than the keys must be turned over by April 30.
    2. The outgoing editor-in-chief will turn over his/her keys to the Chair of the Board on the last weekday of April.
    3. Those who do not hand in their key may have their last pay cheque withheld until such key is returned or other actions which the Board may deem appropriate in the circumstances.
    4. The Board will then give the keys to the incoming editors, but not before those editors have signed their employment contracts.
    5. On the last weekday in April the web co-ordinator shall be instructed by the Board to change any and all information on the website to reflect the new editorial staff.
  20. REGULAR CONTRIBUTOR GOVERNANCE
    1. The regular contributors shall govern their own meetings and matters by written procedures established by them. In dispute between any procedure(s) established and those of the Bylaws and/or Constitution (including but not limited to a definition of a word), the Bylaws and/or Constitution shall trump.
    2. The written procedures established by the regular contributors shall include amendment formula(s) to modify such procedures in a democratic fashion and shall not specifically include any procedure which discriminates any individual based on race, religion, gender, sexual orientation, age and/or any other grounds recognized by Ontario or Federal discrimination legislation.
    3. If a dispute arises between regular contributors regarding the interpretation of their procedures, the regular contributors may ask the Board to make a ruling on the interpretation of the provision. The Board’s ruling can be asked to be final or advisory. The Board can remove or alter a procedure and/or add comments to clarify a procedure.
    4. The Board has no authority in any circumstance to enter a dispute over the regular contributors procedures unilaterally. However, the Board may alter the regular contributors procedures if such procedures are determined by the Board’s legal counsel to be in violation of Ontario and/or federal law.
  21. LEGAL COMMITTEE
    1. The legal committee shall be a special committee of the Board consisting of at least three directors.
  22. REFERENDA
    1. General The Board shall designate referenda periods as deemed necessary. During these periods, the members of the Corporation shall have the opportunity to vote by referendum on such questions as may have been property set before them as provided hereinafter. The results of such referenda shall be fully binding upon the Corporation and the Board.
    2. The Board may by two-thirds majority vote of the full Board place a referendum question or questions before all members of the Corporation. The chair of the Board shall deliver a Board request to place a question or questions to the chief returning officer of the Corporation.
    3. Questions initiated by members of the Corporation
      1. Every member of the Corporation shall have the right to seek to place a referendum question or questions before all members of the Corporation;
      2. A member wishing to do so is required must first seek to have the Board act on his/her concern before going to a referendum;
      3. A member wishing to do so is required to solicit the chief returning officer’s advice on the acceptability of his/her proposed referendum question(s) before seeking to place it (them) before the members;
      4. The members(s) proposed referendum question(s) shall be placed before the members when the member has collected the names, signatures, student numbers and faculty of not less than five per cent (5%) of the Corporation on a petition calling for the proposed referendum question(s) to be placed before the members;
      5. The member shall deliver the petition to the chief returning officer, who shall verify that not less than five per cent (5%) of the names on the petition are those of members of the Corporation.
  23. REFERENDUM PROCEDURE AND PROCESS
    1. Within two (2) days of having received a valid request to have a referendum question or questions placed before the members of the Corporation, the chief returning officer shall have determined whether or not the referendum question(s) is/are constitutional, interpretable, fair and appropriate. the chief returning officer shall report his/her ruling in writing to all members of the Board of Directors.
    2. Within two (2) days of receipt of the chief returning officer's decision, any three members of the Board of Directors may compel the chief returning officer to refer a referendum question to a lawyer, whose verdict regarding its constitutionality, interpretability, fairness and appropriateness may be overruled only by unanimous vote of the Board of Directors.
    3. The lawyer to whom questions may be referred shall have been selected pursuant to the Bylaws of the Corporations.
    4. On the first day of each of the pre-selected referendum periods, the chief returning officer shall collect all referendum questions which have received final judgment as to their acceptability onto a referendum ballot.
    5. The ballot shall provide that the members may vote ‘yes’, ‘no’ or ‘no option’ on each such question.
    6. Copies of the ballot shall be distributed promptly to all members of the Board of Directors and to any members who may have initiated questions which appear on the ballot.
    7. The chief returning officer shall entertain any protests regarding the accuracy of the rendition of a question on the ballot.
    8. The chief returning officer shall conduct a referendum among all of the members of the Corporation on an appropriate day during the pre-selected periods, putting forward the ballot which he/she shall then have drawn up. The referendum shall be conducted under such procedure and process as the chief returning officer may deem fit, subject to the will of the Board of Directors, the Constitution and the Bylaws.
    9. Passage and Quorum:
      1. A question shall pass if approved by a simple majority of those voting in the referendum.
      2. Not less than ten per cent (10%) of the members of the Corporation shall have cast a vote in a referendum for it to be binding upon the Corporation and the Board of Directors.
      3. Referendum questions placed on the ballot by the Board of Directors under articles 22.03 of these Bylaws shall not require a quorum to be in effect.
    10. Referendum Questions: The following shall be unconstitutional:
      1. Questions regarding the restriction or alteration of the right of an individual member of the staff of the Charlatan to participate in the standing committees or the staff of the newspaper. Questions addressing themselves to the participation rights of the staff as a whole shall be constitutional.
      2. Questions regarding the restriction or the setting of rules pertaining to what type of editorial content the staff of the Charlatan may publish in the newspaper.
      3. Questions regarding the hiring or release of Corporation personnel.
      4. Questions regarding amendments to the Corporation's budget in progress. Questions regarding future budgets shall be constitutional.
    11. Referendum Campaigning: The Charlatan shall have the right to publish editorial comment regarding referenda up to a total of 10 column-inches for each member-initiated question, up to a total of 8 column-inches for each student representative-initiated question, and up to 6 column-inches for each Board of Directors-initiated question, during the period leading up to the referendum. The newspaper shall otherwise maintain strict neutrality within the pages of the newspapers on the subject.
    12. The chief returning officer may draft and require the newspaper to publish immediately an apology or retraction in the name of the Corporation, in reference to any news article or other material which does not reflect strict neutrality regarding referenda and was not published as provided under section 23.15 of these Bylaws.
    13. Publication of bona fide letters to the editor regarding referenda by the newspaper shall not constitute a violation of this By-law.
    14. The Charlatan shall make editorial space available to the initiators of referendum questions, in order for them to be able to explain their questions to the members.
    15. A total of 10 column-inches shall be offered for each member-initiated question to its initiator. A total of 8 column-inches shall be offered for each student representative-initiated question to its initiator. A total of 6 column-inches shall be offered to the Board of Directors for each Board of Directors-initiated question.
    16. For the purposes of monitoring campaign expenditures, all campaigning shall be conducted under the auspices of a Yes and a No committee.
    17. The board shall fix equal spending limits for both committees, and may choose to reimburse a portion of these expenditures.
    18. No person may expend funds to conduct a campaign in reference to a referendum question in excess of limits established pursuant to section 22.17 or in contravention of rules duly constituted by the Board and/or the chief returning officer. The chief returning officer may declare a question to be of no effect if it has been established to his/her satisfaction that any party has contravened duly constituted rules regarding campaigning.
    19. No person may publish material containing an editorial position regarding a referendum question which does not offer equal space to members who do not agree with the editorial position adopted by the publication. The chief returning officer may declare a question to be of no effect if it has been established to his/her satisfaction that the members' consideration of the question has been unfairly influenced by the publication.
  24. OMBUDSMAN
    1. The Corporation shall appoint if and when necessary, the position of Ombudsman whose duties shall be to investigate membership complaints against the editorial content of the Charlatan.
    2. The ombudsman shall receive complaints from the University’s community about the Charlatan's editorial content.
    3. She/he shall convene the investigation committee when he/she feels the complaint is not frivolous and has not already been addressed by the Charlatan, by publication of an apology, letter to the editor or other such method;
    4. The investigation committee shall investigate the complaint, consider both the public's right to fair coverage and the Charlatan's constraints and codes of ethics, and deliver a decision on the complaint;
    5. The ombudsman shall prepare a text of the decision;
    6. The Charlatan shall within two issues of receipt of the decision, publish the first three hundred (300) words of the decision and put the full text on the front page of the Corporate website and advertise that face in that issue. Where there is no website then the full text shall be posted around the University campus.
    7. The powers of the ombudsman and investigation committee in this regard shall be advisory only.
  25. THE INVESTIGATION COMMITTEE
    1. The investigation committee shall consist of three persons. Three persons shall be named if and when necessary. Committee members shall be:
      1. One person from the University community elected by the Board of Directors;
      2. One person from the public media, selected by the staff; and
      3. One member of the corporation appointed by a special meeting of the members (section 4.06).
    2. The committee shall elect one of its members to serve as chair of the committee. The chair's duties shall include ensuring that the committee conducts its duties in the manner prescribed by the Constitution and this By-law.
    3. The investigation committee shall make recommendations and submit a decision regarding matters as requested by the board, within two weeks of being asked to investigate. The board shall consider this decision. If the board rejects this decision by two-thirds majority of the full board, its own decision shall be binding.
    4. Board duty to investigate the Charlatan:
      1. The Board must initiate an investigation of the Charlatan's functioning, publication, and newspaper content upon the request of: i. A petition with the signatures of ten per cent (10%) of the members of the Corporation; or ii. Upon any formal charge of libel subject to litigation; or iii. According to any regulations agreed upon by two-thirds majority vote of both the staff and the Board.
      2. Upon initiation of an investigation the Board shall call upon the investigation committee as defined in section 25.01 above.
    5. This committee shall be governed by the following procedures:
      1. A complaint shall be filed in writing to the investigation committee. The committee shall promptly make copies of the complaint available to all members of the Board of Directors and to any other of the affected parties.
      2. After copies of the complaint have been sent, the committee shall establish a hearing date to consider the complaint.
      3. The Board of Directors and all other affected parties shall receive not less than five days written notice of the hearing date.
      4. On the date of the hearing, the person(s) filing the complaint and the object(s) of the complaint shall be accorded a reasonable and equal length of time to address the matter. The investigation committee may also, if it so desires, hear comments from other interested persons.
      5. The committee may examine all Corporation books.
      6. The committee shall report its findings to a joint meeting of the Board and the regular contributors. This meeting must be called within two weeks of the date the investigation begins.
  26. ADVERTISING ETHICS POLICY
    1. The advertising ethics policy (Appendix B) shall be determined according to the following rules: Changes to said policy shall be made with two weeks’ notice to the secretary or chair. Should the Board decide a question of advertising ethics policy is in fact a significant question of finances, it shall have the right to veto the advertising policy change by two-thirds majority vote of the full Board. Its decision shall be based on financial considerations only. Should the Board’s interpretation of what is a financial or non-financial consideration be challenged, the interpretation shall be put to the investigation committee whose decision shall be binding.
  27. ADVERTISING ETHICS POLICY
    1. The full version of the Constitution and Bylaws should be kept in the office at all times. A copy of each document should be on the bulletin board in the office and in the office of the editor-in-chief. Both documents should be available through the newspaper’s website.
    2. Every Board member will receive the Constitution and Bylaws at the first Board meeting each academic year,
    3. At the first Board meeting each academic year, each Board member will sign an affidavit stating that they have read and understood the Constitution and Bylaws.
  28. AMENDMENTS TO THE BYLAWS
    1. Any proposal to amend the Bylaws must be presented in writing by at least two members of the Board of Directors to a meeting of the Board of Directors, and shall be distributed to all members of the Board present at the meeting.
    2. The proposed amendment to the Bylaws shall then be inscribed on the agenda of the next meeting of the Board of Directors.
    3. Any proposal to amend the Bylaws shall be published in the Charlatan at least one week prior to the Board meeting at which it will be considered. 28.04 Quorum for an amendment to the Bylaws shall be all nine (9) voting members of the Board of Directors, or seven (7) in the event of unfilled seats on the Board.
    4. Amendment to the Bylaws shall be passed by unanimous vote of all nine (9) voting members of the Board, or seven (7) in the event if unfilled seats on the Board, subject to approval of two-thirds of the members present duly constituted general meeting.
    5. An amendment duly presented to the Board per section 7.01 herein may be presented for approval at the annual general meeting. Said amendment shall pass if two-thirds of the membership assembled vote in favour.
    6. These Bylaws may be amended by a referendum subjected to strictures and procedures defined herein.
    7. Any amendment to the Bylaws is subject to approval of Industry Canada.

 

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