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.