Gabriola Co-operative Radio
Constitution and Bylaws
Html version 2.15
Adopted for use May 21, 2002
Gabriola
Co-operative Radio
Constitution
1.
Name of the Co-operative
2. Purposes of the Co-operative
3. Dissolution of the Co-operative
4. Unalterability Clause
Bylaws
BYLAW I - INTERPRETATION
1. Interpretation
BYLAW II - MEMBERSHIP
1. Members
2. Membership as a volunteer
3. Cessation of Membership
BYLAW III - MEMBERSHIP AND SPONSORSHIP FEES
1. Setting of Membership and Sponsorship Fees
2. Amount of Membership Fees
3. Amount of Sponsorship Fees
BYLAW IV - GENERAL MEETINGS AND REFERENDA
1. Types of General Meetings
2. Annual General Meetings
3. Special General Meetings
4. General Meeting Agenda
5. Referenda
6. Notice for General Meetings or Referenda
7. Quorum for General Meetings and Referenda
BYLAW V - POLICY OF THE CO-OPERATIVE
1. Establishment of Policy
2. Duration of Policy
BYLAW VI - BOARD OF DIRECTORS OF THE CO-OPERATIVE
1. Composition of the Board of Directors
2. Term of Office of Members of the Board of Directors
3. Meetings of the Board of Directors
4. Remuneration of Directors
BYLAW VII - ELECTION OF THE BOARD OF DIRECTORS
1. Notice of Elections
2. Voting
BYLAW VIII - DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
1. Compliance with Society Act of British Columbia
2. Promotion and Protection of the Co-operative's
Constitution and Bylaws.
3. Board of Directors Responsibility for
Radio Production Staff and Programming
4. Annual Report of the Board of Directors
5. Maintenance of the Co-operative's Policy
Manual
6. Board of Director Responsibility for the Co-operative's
Finances and Property
7. Board of Directors Responsibility for the Co-operative's
Budget
8. Conflict of Interest
BYLAW IX - DUTIES & RESPONSIBILITIES OF INDIVIDUAL DIRECTORS
1. President
2. Vice-President
3. Treasurer
4. Secretary
5. Minister of Internal Affairs
6. Other Directors
BYLAW XI - REMOVAL FROM OFFICE
1. Cessation of Society Membership
2. Abandonment of Office
3. Impeachment Proceedings
BYLAW XII - SOCIETY FINANCES
1.Signing Officers
2.Annual Financial Review
3.Borrowing
4.Fiscal Year
5.Assets
BYLAW XIII - SOCIETY RECORDS
1.Location of Records
2.Inspection by Members
BYLAW XV - AMENDMENT TO THE CONSTITUTION AND BYLAWS
1.Amendment
FORM 5 - NOTICE OF OFFICES
FORM 4 - Subscribers
Gabriola Co-op Radio Constitution and Bylaws
1. Name of the Co-operative
The name of the Co-operative is the Gabriola Co-operative Radio, and hereafter
in this Constitution and these Bylaws shall be referred to as the Co-operative.
2. Purposes of the Co-operative
the Co-operative is to provide the island and surrounding communities of
Gabriola, Valdes, Mudge, Link, DeCourcy, Ruxton, Pylades with an FM Radio
Station capable of performing the following:
a. provide, local and Canadian, actors and musicians a broadcast platform on
an alternative, commercial free community radio station;
b. offer the general public an intelligent, innovative, entertaining, alternative
to the programming fare currently offered;
c. communicate, with the highest standards of journalism, the concerns, interests
and activities of the gulf islands to the general public;
d. give groups from the community (other than partisan political or religious
groups) an opportunity to communicate with their members and with the general
public;
e. give individuals an opportunity to develop and use their creative talents
on radio.
3. Dissolution of the Co-operative
Upon the winding up or dissolution of the Co-operative, any assets remaining
after the satisfaction of the Co-operative's debts and liabilities shall be
held in a trust until such time as said assets may be transferred to a responsibly
managed organization having purposes similar to those of the present Gabriola
Radio Co-operative.
4. Unalterability Clause
Sections 3 & 4 of this constitution are unalterable in accordance with
section 22 of the Society Act of the Province of British Columbia.
Bylaws
BYLAW I - INTERPRETATION
1. All references to the plural shall include the singular, and vice-versa.
2. In these bylaws, unless the context otherwise requires,
a) "Volunteer" means those persons who satisfy the requirements of
Bylaw II;
b) "Forum" means that group of people responsible for establishing
policies and procedures including the Board of Directors of the Co-operative
and all radio station staff receiving financial remuneration for their contribution
to the Co-operative;
c) "Director" means the directors of the Co-operative for the time
being;
d) "Society Act" means the Society Act of the province of British
Columbia from time to time in force and all amendments to it.
e) "static Newspaper" refers to the static newspaper or a Gabriola
Radio Co-operative supplement or an independent newspaper run by the Gabriola
Radio Co-operative;
f) "Sponsorship" means an allowed 30 second time spot aired in exchange
for financial consideration, twice per hour, at regular 60 minute intervals.
BYLAW II - MEMBERSHIP
1. Members
The non-voting and voting members of the Co-operative shall be:
a) Non-voting - All members of the public, currently residing in the webcast
or broadcast area, and who have paid membership fees to the Co-operative;
b) Voting member - Any members who are, active volunteers, faculty, staff or
administration at the Gabriola Radio Co-operative, and who have paid membership
fees to the Co-operative may vote at a general meeting or to elect directors
of the Co-operative..
2. Membership as a volunteer
a) Individuals may be deemed active volunteers by resolution at a: board meeting,
public meeting, management committee meeting or in a general meeting. Volunteers
must have actively participated at the station for at least 12 months. Any volunteer
can run for any vacant directors position.
3. Cessation of Membership
a) Individuals shall cease to be members when they cease to meet the requirements
of bylaw II, Article 1, Clause a) or b)
b) Individuals may be expelled from the Co-operative by special resolution in
a general meeting.
BYLAW III - MEMBERSHIP AND SPONSORSHIP FEES
1. Setting of Membership and Sponsorship Fees
Except as hereinafter provided membership and sponsorship fees may be set
in the following ways:
a) by unanimous vote of the Board of Directors
b) by a majority vote at a general meeting
2. Amount of Membership Fees
The membership fee shall consist of:
a) a once only $1,000 lifetime membership fee.
b) Faculty, staff and administration at the Gabriola Radio Co-operative, and
members of the greater community shall pay $20 per year, or portion of year,
up to the Co-operative's fiscal year end.
3. Amount of Sponsorship Fees
Individuals or corporations that are members may wish to support the Co-operative
by sponsorship of programs. Sponsorship rates are based on a peak or off-peak
rate set by the station manager.
BYLAW IV - GENERAL MEETINGS AND REFERENDA
1. Types of General Meetings
There shall be two types of general meetings:
a) Annual General Meetings; and
b) Special General Meetings.
2. Annual General Meetings
The Annual General Meeting of the Co-operative shall be held once a year between
October 1 and October 30 each year as set by a majority vote of the Board of
Directors. At the Annual General Meeting, the Board of Directors gives their
presentation of the financial records of the past year and other past business.
After this presentation is concluded, voting for the new Board of Directors
shall be conducted. Thirdly, the past and newly elected Board of Directors will
present the issues and proposed resolutions relevant to the coming year.
3. Special General Meetings
Special General Meetings may be called at any time by:
a) a majority vote of a Board of Directors meeting; or
b) as otherwise required by the Society Act of British Columbia.
4. General Meeting Agenda
a) Except as hereinafter provided, the agenda for each general meeting shall
be prepared by the Board of Directors of the Co-operative for presentation to
the general meeting. Once a year at a general meeting the following must be
presented in the agenda:
i) presentation of the financial records of the past years;
ii) voting for the new Board of Directors shall be conducted;
iii) issues and proposed resolutions relevant to the coming year.
b) The Board of Directors shall include on the agenda any Special Resolutions
that are:
i) referred by a three-fifths majority vote of a board of directors meeting;
or
ii) presented to it accompanied by a petition duly signed by no less than one
per cent (1%) of the members of the Co-operative.
5. Referenda
a) In addition to Annual and Special General Meetings, the members may vote
on resolutions concerning the business of the Co-operative by means of a referendum.
b) Referenda are called in the same manner as Special General Meetings.
6. Notice for General Meetings or Referenda
The executive of the Co-operative shall give not less than twenty eight (28)
calendar days notice of a general meeting or referendum. Sufficient notice shall
be deemed to have been given by the notification of the meeting in at least
one issue of the static being not less than one-eighth (1/8) of a page in size
and may include a mention on the radio, 1 per day for 14 days, and 4 per day
for remaining 14 days which shall include the following:
a) the time, date, and location of the meeting or referendum;
b) the proposed agenda for the meeting or resolution(s) for the referendum;
and
c) any Special Resolutions to be considered by the meeting or referendum.
7. Quorum for General Meetings and Referenda
The quorum required for a general meeting or referendum of the Co-operative
shall never be less than three (3) members as stipulated in the Society Act
of B.C.
BYLAW V - POLICYOF THE CO-OPERATIVE
1. Establishment of Policy
Policies and procedures of the Co-operative may be established from time
to time by:
a) a 50% majority vote of those voting in a general meeting or referendum of
the Co-operative, or
b) a 50% majority vote of the board of directors, or
c) a 75% majority vote of the Forum
is required to set policy.
2. Duration of Policy
All policy remains the policy of the Co-operative until changed, or retracted,
by a vote of the same or higher authority as that which established the policy.
Referendum shall be the highest authority followed by General Meeting, Board
meeting, Management meeting, and Forum meeting.
BYLAW VI - BOARD OF DIRECTORS OF THE CO-OPERATIVE
1. Composition of the Board of Directors
a) The board of directors shall be comprised of:
i) President;
ii) Vice-President;
iii) Secretary;
iv) Treasurer;
v) Minister of internal affairs;
vi) no more than 5 other positions
b) The Board of Directors must be comprised of no less than 60% citizens
of British Columbia.
2. Term of Office of Members of the Board of Directors
a) The term of office for the Board of directors shall be two (2) years.
b) Five Positions shall be elected every October for alternating two (2) year
terms.
c) The members of the Board of Directors must be members of the Co-operative
during their term of office.
d) The Board of Directors may appoint volunteers of the station to fulfill the
role of directors in the cases of leaves of absence, resignation and unfilled
positions. However, the appointment remains valid only until the annual elections
provide an elected Board member pursuant to the specifications Bylaw VII.
e) Directors must be active volunteers at the station and appointed as a volunteer
at an appropriate meeting as outlined in Bylaw II. Directors shall be familiar
with the contents of the "Related Documents - Community Radio" as
posted by the CRTC, from time to time.
3. Meetings of the Board of Directors
a) The Board of Directors shall meet no less than twice a year, once previous
to the Annual General Meeting and once at the Annual General Meeting;
b) The quorum required for the transaction of business at a Board of Directors
meeting shall be 60% of currently elected members;
c) Meetings of the board of directors shall be open to all members of the Co-operative,
provided that the board of directors be permitted to move "in-camera"
in financial or personnel circumstances. However, all resolutions and must be
carried out in public (out-camera).
d) Meetings of the board of directors shall be scheduled by:
i) the President upon request of at least 1/3 of the Board of Directors.
e) Voting by proxy shall be permitted under the following procedure:
i) the board member must give the board at least 24 hours notice of their expected
absence from the scheduled meeting.
ii) the member must be informed of the motion to be voted on at least 24 hours
prior to the scheduled meeting by telephone or letter.
iii) the member must respond with their vote decision before or during the meeting
by telephone or letter.
iv) a formal written ballot must be prepared by the board and sent to the member
within 24 hours of the meeting. The member must clearly define their vote on
the ballot and sign it. A witness must also sign the ballot verifying the identity
of the board member. This ballot must be returned to the board of directors
and kept within the Co-operative records.
f) The minutes of board of directors meetings shall be available in the Co-operative
office.
4. Remuneration of Directors
a) The remuneration to be paid to the members of the board of directors shall
be sufficient soup and bread to be consumed at Forum / Board meetings. The purpose
of this bylaw is to encourage volunteerism.
BYLAW VII - ELECTION OF THE BOARD OF DIRECTORS
1. Notice of Elections
Sufficient notice shall deemed to have been given by:
a) the posting, on or about the greater Nanaimo Regional District, not less
than three days prior to the opening of the nomination period, of not less than
fifty notices, not less than 8.5" x 11" in size,
OR
b) by the notification of the election in at least one issue of the static newspaper,
being not less than one-eighth (1/8) of a page in size.
This notice shall include:
i) the positions vacant or expiring;
ii) the opening and closing date and time of the period for submission of nominations;
iii) the location at which nomination forms may be obtained;
iv) the location to which completed nomination forms are to be submitted;
v) the Period of time allotted to candidates for campaigning; and
vi) the days on which polling will take place.
c) the posting, on or about the greater Nanaimo Regional District, not more
than three days after the closing of the nomination period, of not less than
fifty notices, not less than 8.5" x ll" in size.
This notice shall include:
i) the members nominated for vacant positions on the executive;
ii) the date, time and location of polling stations; and
iii) the date, time and location of the all-candidates' forum
2. Voting
a) Members of the Co-operative may vote only once for each position in a
board of directors election.
b) If only one (1) candidate runs for a particular directorship, members shall
be asked on the ballot to approve or disapprove of the candidate. The candidate
must receive the approval of the majority to be declared duly elected.
c) Voting shall be conducted at the Annual General Meeting by paper ballot,
counted by the secretary, verified by two (2) non-Board members and recorded
by the secretary.
BYLAW VIII - DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
1. Compliance with Society Act of British Columbia
The Board of Directors shall be familiar, and comply with the provisions
of the Society Act of British Columbia.
2. Promotion and Protection of the Co-operative's
Constitution and Bylaws.
The Board of Directors shall be responsible to take all reasonable measures
that prevent any special interest groups from exerting financial, intellectual,
or otherwise influential control of the Co-operative.
3. Board of Directors Responsibility for Radio
Production Staff and Programming
The Board of Directors shall be responsible for the hiring of the staff
of the radio station which will include Station Manager, Programming Director
and a bookkeeper. Staff must be hired according to their qualifications for
the positions. The Station Manager and Programming Director will be charged
with operating the station in compliance with crtc guidelines. The Board of
Directors will maintain a Programming Committee.
>>policy
4. Annual Report of the Board of Directors
The out-going Board of Directors shall present to the Annual General Meeting
of the Co-operative a report detailing the activities undertaken by the Co-operative
during the previous year.
5. Maintenance of the Co-operative's Policy Manual
The Board of Directors shall maintain a written up-to-date policy
manual for the Co-operative and shall also call Forum meetings to discuss,
change and/or set policies. Policy of the various levels will be printed on
different coloured paper and with differing background webpages.
6. Board of Director Responsibility for the Co-operative's
Finances and Property
The Board of Directors shall receive and administer all monies, properties,
and securities of whatever nature that may be placed in the custody of, or that
may become the property of the Co-operative.
7. Board of Directors Responsibility for the Co-operative's
Budget
The Station Manager and Programming Director shall prepare an annual budget
and the Treasurer of the Co-operative shall be responsible for ensuring the
budget is realistic, feasible and in accordance with constitution, bylaws and
policies of the Co-operative.
8. Conflict of Interest
Members of the Board of Directors must disclose personal conflicts of interest
and shall not vote on matters where a personal conflict of interest exists.
BYLAW IX - DUTIES & RESPONSIBILITIES OF INDIVIDUAL DIRECTORS
1. President
The president shall have the following duties:
a) preside at all board and forum meetings of the Co-operative,
b) supervise the other directors in the execution of their duties and, if necessary,
carry out the duties of the other directors.
c) maintain public relations with the faculty, the staff, and the public,
d) any other duties prescribed by a 3/5 vote of the Board of Directors.
2. Vice-President
The Vice-President shall:
a) assist the President in carrying out the presidents duties
b) carry out the Presidents duties during the President's absence
c) any other duties prescribed by a 3/5 vote of the Board of Directors.
3. Treasurer
The Treasurer shall:
a) direct staff to keep the financial records, including books of account, necessary
to comply with the Society Act of B.C.; and
b) render financial statements to the Directors, members and others when required;
c) prepare an end of the year Financial Statement to be presented at the Annual
General Meeting;
d) ensure that the Co-operative broadcasting budget is realistic and in accordance
with the constitution, bylaws and policies of the Co-operative;
e) present the budget for the coming year at the Annual General Meeting.
4. Secretary
The Secretary shall:
a) conduct the correspondence of the Co-operative;
b) issue notices of meetings to the Co-operative and directors;
c) keep minutes of all meetings of the Co-operative and directors;
d) have custody of all records and documents of the Co-operative except those
required by the treasurer; these documents shall be kept in the Co-operative
office;
e) maintain the register of members;
f) ensure sufficient soup and bread provided for board / forum meetings.
5. Minister of Internal Affairs
The Minister of Internal Affairs shall:
a) assist the secretary in carrying out the secretary's duties;
b) carry out the secretary's duties in the secretary's absence;
c) maintain relations amongst the Board of Directors, the Co-operative staff
and the volunteers by mediating disputes and deciding when a dispute must go
to independent arbitration.
6. Other Directors
a) one director shall assist the Treasurer in carrying out their duties
b) other directors shall assist the five (5) primary directors
BYLAW XI - REMOVAL FROM OFFICE
1. Cessation of Society Membership
Members of the Board of Directors who cease to be members or volunteers
of the Co-operative shall be considered to have delivered their resignations.
2. Abandonment of Office
Directors absent from three (3) or more consecutive meetings of the Board of
Directors without valid reason, as determined by a 3/5 majority vote
of the Board of Directors, shall be deemed to have delivered their resignation.
3. Impeachment Proceedings
A director may be removed from office by resolution of a general meeting or
referendum.
a) Impeachment proceedings may be initiated by:
i) a 3/5 majority vote of the Board of Directors; or
ii) a petition signed by not less than one per cent (1%) of the members of the
Co-operative presented to the Board of Directors.
iii) Notice of impeachment proceedings shall be that required for a special
resolution.
BYLAW XII - SOCIETY FINANCES
l.Signing Officers
The signing officers for the Co-operative shall be no less than two (2)
members and no more than four (4) members, one being the Treasurer, one being
the President, one being the program director and one being the station manager.
a) The signatures of at least two (2) signing officers shall be required for
the execution of any legal documents or the disbursement of any funds on behalf
of the Co-operative.
2.Annual Financial Review
a) The accountant(s) of the Co-operative shall be a professional accountant
appointed by the Board of Directors.
b) The accountant(s) of the Co-operative shall have the right to examine all
books, records and accounts of the Co-operative and shall be entitled to request
from any and all members of the Co-operative, including the Board of Directors
and Production Staff, such information and explanations as may be required by
the accountant(s) for the due performance of their duties.
c) The Board of Directors shall present, without material omission, the report
of the accountant(s) to the Annual General Meeting of the Co-operative.
3.Borrowing
a) In order to carry out the purposes of the Co-operative the Board of Directors
may, on behalf of and in the name of the Co-operative, raise and secure the
payment or repayment of money in the manner they decide, and, in particular
but without limiting the foregoing, by the issue of debentures.
b) No debenture shall be issued without the sanction of a Special Resolution.
c) The members may by Special Resolution restrict the borrowing powers of the
Board of Directors, but a restriction imposed expires at the next Annual General
Meeting.
4.Fiscal Year
The fiscal year of the Co-operative shall be May 1 to April 30.
5.Assets
the Co-operative's equipment and assets shall be the exclusive property
of the Co-operative unless contractually obligated to the owner of said assets.
BYLAW XIII - SOCIETY RECORDS
l.Location of Records
The minutes of the Board of Directors and general meetings, and other books
and records of the Co-operative shall be kept in the Co-operative office.
2.Inspection by Members
The books and records of the Co-operative may be inspected by Society members
in the Co-operative office on any working day during normal office hours provided
twenty-four hours written notice is given. Under no circumstances will copies
of society documents be released to any member without the written permission
of the Board of Directors.
BYLAW XV - AMENDMENT TO THE CONSTITUTION AND BYLAWS
1. The Constitution and bylaws of the Co-operative may only be amended
by a Special Resolution passed in a general meeting or referendum of the Co-operative.
2. Under no circumstance shall any amendment be made retroactive.
3. Under no circumstance shall any amendment be made that threatens
the financial stability of the Co-operative.
The offices of the under mentioned Society are located as follows:
Registered Office Address:
#9 575 North Road
Gabriola Island, BC
V0R 1X0
Records Office:
#9 575 North Road
Gabriola Island, BC
V0R 1X0
Dated the 15th day of MAY 2004
Name of Society:
Gabriola
Co-operative Radio
by_______________________
Ken Zakreski
Developer
To the Registrar of Societies
Victoria BC
GABRIOLA CO-OP RADIO
#9 575 North Road
Gabriola Island, BC
V0R 1X0
Signed
by the following Subscribers:
Ken Zakreski
1010 Keith Drive South
Gabriola, BC V0R 1X2
WITNESS
WITNESS
WITNESS
WITNESS
WITNESS
Dated this 15TH day of May 2004
FORM
4
(Section 3 )
PROVINCE OF BRITISH COLUMBIA
SOCIETY ACT
List of first Directors of Gabriola Co-operative Radio
x
Ken Zakreski 1010 Keith Drive South, Gabriola, BC V0R 1X2
x
Kathy Ramsey 330 Maudie Miller Way, Gabriola, BC V0R 1X1
x
Virginia Ebbels 1196 McGillvary Ave., Gabriola, BC V0R 1X2
x
Jim Bowman 333 Malaspina Drive, Gabriola, BC V0R 1X1
x
x
Dated this 15TH day of May 2004
Gabriola Co-operative Radio
____________________
Ken Zakreski
Developer
Constitution and Bylaws