Proposed Constitution

This Constitution relates generally to the conduct of the affairs of the Ward 9 Community News Inc. (the “Corporation”).

PURPOSES OF THE ORGANIZATION

1. To publish on a regular basis a Newspaper and Website to cover events and happenings of interest to residents of the Catchment Area. The Newspaper will at all times remain non-partisan and non-profit.
2. To distribute the Newspaper to the residents and businesses in the Catchment Area on the basis that each household and business receive a copy free of charge.
3. To print news items and other articles and pictures submitted by community residents.
4. To solicit advertising for the Newspaper. The rates for advertising shall be determined from time to time by the Executive Committee. Revenue from advertising shall be used against the expenses of publishing the Newspaper.
5. To encourage volunteer community membership to support the organization.

BE IT ENACTED as the Constitution of the Corporation as follows:

DEFINITIONS

1) DEFINITIONS
a) In this Constitution and all other By-laws of the Corporation, unless the context otherwise requires, the following terms have these meanings:
“Act” – the Ontario Corporations Act R.S.O. 1990, c.38. including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“Annual General Meeting” – is the Meeting of Members regularly scheduled to be held once each year;
“Articles” – original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“Board” – the Board of Directors of the Corporation;
“Bundler” – a person who is accepted as a volunteer to help prepare bundles of Newspapers on publishing days;
“By-law” – any by-law of the Corporation as amended and which are, from time to time, in force and effect;
“Captain” – a person who is accepted as a volunteer to deliver bundles of the Newspaper to Carriers and other locations;
“Carrier” – a person who is accepted as a volunteer to deliver the Newspaper;
“Catchment Area” – the region that includes East Toronto and Scarborough West, Municipality of Toronto, Province of Ontario.
“Director” – a member of the Board;
“Member” – a person who has been admitted into membership in the corporation and who has a number of rights by virtue of membership in the corporation. A member must meet the conditions of membership, as defined in this Constitution or By-laws;
“Meeting of Members” – any gathering of Members as permitted by this Constitution, and includes Annual General Meetings and Special General Meetings;
“Membership Fee” – the annual fee charged to people who wish to become a Member of the corporation and who are not Carriers, Captains, Bundlers or employees of the Corporation.
“Newspaper” – the newspaper entitled Beach Metro Community News published by the Corporation;
“Ordinary Resolution” – a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
“Regulations” – the regulations made under the Act, as amended, restated or in effect from time to time;
“Special General Meeting” – a Meeting of Members which is not an Annual General Meeting;
“Special Resolution” – a resolution passed by a majority of not less than two thirds (2/3) of the votes cast on that resolution;
and
“Website” – the website at beachmetro.com published and maintained by the Corporation.
b) In the interpretation of this Constitution, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes only an individual.
c) Other than as specified above, words and expressions defined in the Act have the same meanings when used in this Constitution.

MEMBERS

2) MEMBERSHIP CONDITIONS
a) Subject to the articles, there shall be one class of Members in the Corporation. Membership in the Corporation shall be available only to:
i) Carriers, Captains, and Bundlers of the Newspaper who have been involved for a minimum of six (6) months and are 16 years of age or older;
ii) Where a distribution member is under the age of 16, a parent or guardian shall become the member;
iii) All current employees of the Corporation; and
iv) Individuals living or working in the Newspaper’s Catchment Area interested in furthering the Corporation’s purposes and who have personally completed an application and submitted it in person at the Newspaper’s current office during regular business hours, along with the current year’s Membership Fee.
b) Members under Section 2(a)(iv) herein may not vote or nominate Directors or be nominated for Director within six (6) months of properly submitting their completed application for membership.

3) MEMBERSHIP TRANSFERABILITY
a) Memberships are non-transferable.

4) MEMBERSHIP FEE
a) The fee payable by Members or categories of Members, if any, shall from time to time be fixed by a two-thirds (2/3) vote of the Board. The Membership Fee pays for the membership for the current calendar year.

b) If a Member has not paid the Membership Fee within one (1) calendar month of the membership renewal date (December 31) the Member in default shall automatically cease to be a member of the Corporation.
c) Payment of the Membership fee is not required for Members who are Members pursuant to Section 2(a)(i) and (iii).

5) AUTOMATIC TERMINATION OF MEMBERSHIP
a) A membership in the Corporation is terminated when:
i) the Member dies;
ii) the Member fails to meet the conditions for membership described in Section 2 herein;
iii) the Member resigns by delivering a written resignation to the President of the Corporation in which case such resignation shall be effective upon receipt of the notice (if no date of effectiveness is specified in the resignation) or on the date specified in the resignation;
iv) the Membership is terminated in accordance with Section 7 herein; or
v) the Corporation is liquidated or dissolved under the Act.

6) EFFECT OF TERMINATION OF MEMBERSHIP
a) Subject to the Articles, when a membership is terminated the rights of the Member, including any rights in the property of the Corporation, automatically cease to exist.

7) BOARD SUSPENSION or TERMINATION OF MEMBERS
a) The Board shall have authority to suspend or terminate a Member from membership in the Corporation for any one or more of the following grounds:
i) violating any provision of the Articles, Constitution, or written policies of the Corporation;
ii) carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;
iii) for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
b) In the event that the Board determines that a Member should be suspended or terminated from membership in the Corporation, the President, or such other Officer as may be designated by the Board, shall provide twenty (20) days notice of suspension or termination to the Member and shall provide reasons for the proposed suspension or expulsion.
c) Unless the Board unanimously votes to suspend the Member or terminate their membership in the Corporation effective immediately, any aforementioned suspension or termination is effective twenty (20) days after notice is sent to the Member.
d) The length of the time a Member’s Membership is suspended shall be set by the board and included in the notice as outlined in Section 7(b) herein. However, this length of time shall not be longer than a period of one (1) year from the date of the suspension. If the period of suspension runs over the end of the calendar year (December 31), and the Member does not pay the requisite membership fee within the time stated in Section 4(b) herein, then the Membership shall cease as stated in Section 4(b) herein.
e) When a Member has had their Membership terminated pursuant to Section 7, the Member may not rejoin the Corporation as a Member for a period of 3 years.

8) RIGHT TO REVIEW SUSPENSION or TERMINATION
a) Should the Member wish to contest the suspension or termination, the Member may make written submissions to the President, or such other Officer as may be designated by the Board, in response to the notice received, within a further ten (10) day period after the notice period referred to in Section 7(b) herein.
b) In the event that the President, or such other Officer as may be designated by the Board, receives no written submissions, the President, or such other Officer as may be designated by the Board, may proceed to notify the Member that their membership has been suspended or terminated (as the case may be) from membership in the Corporation.
c) If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the member, without any further right of appeal.

MEETINGS OF MEMBERS

9) TYPES OF MEETINGS
a) Meetings of Members will include an Annual General Meeting and Special General Meetings, if any.
b) The Secretary shall keep minutes of Meetings of Members to record all actions taken at those meetings and those minutes shall be submitted to the Board.
c) The minutes of Meetings of Members shall be made available to the public in whatever manner the Board determines best.
d) The Annual General Meeting shall take place each year between May 1 and July 1 at such date and time as determined by the Board.
e) Special General Meetings may be called at any time by the Board. The Board shall call a Special General Meeting upon written requisition of 10 Members. If the Board does not call a meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.
10) NOTICE
a) Notice of the time and place of a Meeting of Members shall be given to Members by publishing such notice in the Newspaper for three (3) editions prior to the meeting.

11) LOCATION
a) Meetings of Members may be held at any place within the Newspaper’s Catchment Area as determined by the Board.

12) CLOSED MEETINGS
a) Meetings of Members shall be closed to the public except by invitation of the Board.

13) CHAIR
a) The President shall be Chair of Meetings of Members.
b) If the President is unavailable to Chair the meeting, then the Vice-President shall be the Chair of any Meetings of Members.
c) In the event that the President and the Vice-President are absent, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

14) QUORUM
a) Quorum at any Meeting of Members shall consist of any three (3) Officers, two (2) of whom must be Directors.
b) If a quorum is present at the opening of a Meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

15) VOTING
a) At any Meeting of Members every question shall, unless otherwise provided by the Articles, Constitution, By-laws or the Act, be determined by a majority of the votes cast on the question and subject to Section 2(b) herein.
b) In case of an equality of votes, the Chair of the meeting in addition to an original vote shall have a second or casting vote.
c) All voting shall be by a show of hands unless a ballot is demanded by any Member entitled to vote.
d) Proxies shall not be accepted.

BOARD OF DIRECTORS AND BOARD MEETINGS

16) NUMBER OF DIRECTORS
a) The Board shall consist of five (5) Directors, four of whom are elected, plus the Past President, as defined in Section 28(a)(v) herein.

17) QUALIFICATIONS
a) Mandatory Qualifications: No person may be nominated to be elected as a Director, unless he or she:
i) is not less than eighteen (18) years of age;
ii) is a Member entitled to vote;
iii) has the capacity under law to contract.
iv) has not been found by a court of Canada or elsewhere to be incapable;
v) does not have the status of an undischarged bankrupt; and
vi) has not been convicted of any criminal offence for which a pardon / record suspension has not been granted.

b) Desirable Qualifications: it is desirable, but not mandatory, that nominated candidates should, insofar as is possible, also:
i) reflect the different regions of the Newspaper’s Catchment Area;
ii) provide a range of skills, including finance, governance, communications, fundraising, etc.
iii) provide a range of professional experience, including public service, private sector, not-for-profit and academia;
iv) reflect the strategic priorities of the Corporation.

18) NOMINATION
a) Subject to Section 2(b) herein, any Member may nominate another Member to serve as a Director, provided the nomination is signed by the nominee and not less than five (5) other Members and received by the Secretary (or designate) fifteen (15) days prior to the Annual General Meeting.
b) Current Directors wishing to be re-elected are not subject to nomination.

19) ELECTION
a) Directors, with the exception of the Past President, shall be elected by the Members at the Annual General Meeting.

20) TERMS
a) Directors shall serve a one (1) year term.
b) Upon the expiry of the term of office of any Director, such Director shall be eligible for re-election. However, no person may serve as a Director for more than eight (8) consecutive terms.
21) REMOVAL OF DIRECTOR
a) A Director may be removed as a Director only when 2/3 of the Members at a Meeting of Members vote for removal.

22) VACANCY
a) Notwithstanding Section 16(a) herein, the Board may appoint a Member to fill a vacant Director position for the remainder of the vacant position’s term of office.
b) The appointed Member shall be qualified pursuant to Section 17 herein.

23) CALLING OF BOARD MEETINGS
a) Board meetings may be called by the President, the Vice-President or any two (2) Directors at any time.

24) NOTICE OF MEETINGS
a) Notice of the time and place for the holding of a Board meeting shall be given by the Director calling the meeting.
b) Such notice must be given at least five (5) business days before said meeting.
c) Notice may be given in any manner, as long as the Director to whom the notice is given actually receives the notice.
d) Notice of a meeting shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.
e) Notice of the next meeting of the Board is not required if the time and place of the next meeting is announced at the original meeting.

25) BOARD MEETINGS
a) The Board shall meet at least one (1) time each calendar year, at a time and place to be determined by the Board.
b) Quorum shall consist of three (3) Directors.
c) Meetings of the Board shall be closed to Members and to the public except by invitation of the Board.
d) The Board of Directors shall keep minutes of its meetings to record all actions taken by it and those minutes shall be made available to Members.
26) VOTING
a) Each Director is entitled to one vote.
b) At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
c) A resolution in writing approved by all of the Directors entitled to vote on that resolution at a Board meeting is as valid as if it had been passed at a Board meeting.

OFFICERS AND EXECUTIVE COMMITTEE

27) APPOINTMENT OF OFFICERS
a) The Board shall appoint Officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such Officers the power to manage the affairs of the Corporation.
b) Under extraordinary circumstances, two or more offices may be held by the same person.

28) DESCRIPTION OF OFFICES
a) Unless otherwise specified by the Board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation shall have the following duties and powers associated with their positions:
i) President – The President shall be a Director. The President shall, when present, preside at all Board meetings and of Meetings of Members. The President shall be responsible for the general supervision of the affairs and operations of the Corporation and have such other duties and powers as the Board may specify.
ii) Vice-President – If appointed, The Vice-President shall be a Director. If the President is absent or is unable or refuses to act, the Vice-President, if any, shall, when present, preside at all meetings of the Board and of Meetings of Members. The Vice-President shall have such other duties and powers as the Board may specify.
iii) Secretary – If appointed, the Secretary shall be a Director. The Secretary shall attend and be the secretary of all Meetings of Members, Board meetings and committee meetings. The Secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to Members, Directors, Officers, the public accountant and members of committees; the Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation. The Secretary shall have such other duties and powers as the Board may specify.
iv) Treasurer – If appointed, the Treasurer shall be a Director. The Treasurer shall be responsible for the general supervision of the financial affairs of the Corporation, and provide regular financial updates to the Board. The Treasurer shall from time to time check the day-to-day financial records and books of the Corporation. The Treasurer shall have such other duties and powers as the Board may specify.
v) Past President – is the immediate last person to occupy the position of President who completed their full term and was not re-elected as a Director, or if unavailable, then any previous past president, or then any qualified Member pursuant to Section 17 herein.
vi) Advisor – If appointed, the Advisor shall have served as a Director for a minimum of five (5) years. There shall be a maximum of two (2) Advisors.

b) The powers and duties of all Officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them. The Board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any Officer.

29) REMOVAL OF OFFICER
a) In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer.

30) EXECUTIVE COMMITTEE
a) The Executive Committee is comprised of the Officers, and the Corporation’s General Manager, Managing Editor and Advertising Manager. Subject to the Act, the Executive Committee shall exercise such powers as are authorized by the Board.
b) Subject to the Constitution, By-laws and any resolution of the Board, the Executive Committee may otherwise meet for the transaction of business, adjourn and otherwise regulate its meetings, as it sees fit and may from time to time adopt, amend or repeal rules or procedures in this regard.
c) The Executive Committee shall meet at least four (4) times each calendar year. Quorum shall consist of the majority of the Executive’s members.
d) At all meetings of the Executive, each Officer is entitled to one vote, and the Corporation’s employees are entitled to one vote between them. Every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the Chair of the meeting in addition to an original vote shall have a second or casting vote.
e) The Executive Committee shall keep minutes of its meetings to record all actions taken by it and those minutes shall be submitted to the Board.

31) OTHER COMMITTEES OF THE BOARD
a) The Board may from time to time appoint any committee or committees, including non-voting advisory bodies, committees, forums, etc., as it deems necessary or appropriate for such purposes and with such mandate as the Board shall see fit.
b) Any such committee may formulate its own rules of procedures, subject to such regulations or directions as the Board may from time to time make.
c) Any committee member may be removed by the Board.

32) AUTHORITY OF STANDING AND OTHER COMMITTEES
a) Other than the Executive Committee, no committee shall have the power to act for or on behalf of the Corporation or otherwise commit or bind the Corporation to any course of action. Committees shall only have the power to make recommendations to the Board as the Board may from time to time direct.

33) MEETINGS OF ANY COMMITTEE
a) Meetings of any committee shall be held at a time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meetings shall be given to each member of the committee.
b) A majority of the members of each committee shall constitute a quorum for that committee.

34) NO REMUNERATION
a) No Director, Officer, or committee member, excluding the Corporation’s employees, shall be entitled to remuneration by the Corporation for services rendered to the Corporation.
b) In exceptional circumstances and at the discretion of the Board, a Director, Officer or committee member may be paid reasonable expenses incurred by her/him in the performance of her/his duties.

FINANCIAL

35) EXECUTION OF DOCUMENTS
a) Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of: it’s Directors, General Manager or such other signing officers as are appointed by the Board.
b) Any signing officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

36) FINANCIAL YEAR
a) The financial year-end of the Corporation shall be December 31.

37) BANKING ARRANGEMENTS
a) The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Ontario as the Board may designate, appoint or authorize from time to time by resolution.
b) The banking business or any part of it shall be transacted by a Director or Directors of the Corporation and/or other persons as the Board may designate, direct or authorize from time to time by resolution.

38) ANNUAL FINANCIAL STATEMENTS
a) The Corporation shall prepare for the Members a copy of the annual financial statements. The Corporation may publish the financial statements in the Newspaper.

MISCELLANEOUS

39) INVALIDITY OF ANY PROVISIONS OF THIS CONSTITUTION
a) The invalidity or unenforceability of any provision of this Constitution shall not affect the validity or enforceability of the remaining provisions of this Constitution.

40) OMISSIONS AND ERRORS
a) The accidental omission to give any notice to any Member, Director, Officer, a committee member or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the Constitution or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

41) PROTECTION OF DIRECTORS AND OFFICERS
a) No Director or Officer for the Corporation shall be liable for the acts, receipts, neglects, or defaults of any other Director or Officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out of or invested or for any loss or damages arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom any monies, securities or effects shall be lodged or deposed or for any loss occasioned by any error of judgement or oversight on his part for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wilful act or default.
b) No act or proceeding of any Director or Board of Directors shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such Director or Directors, so long as any irregularity is subsequently ratified by the Board.
c) Directors may rely upon the accuracy of any statement or report prepared by the Corporation’s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.

42) DISSOLUTION OF THE CORPORATION
a) A decision to dissolve the Corporation may be taken by Special Resolution of the Members. Dissolution of the Corporation will be performed in accordance with the provisions of the Act or the Articles.

43) CORPORATION MAY MAKE BY-LAWS
a) Subject to the Act and the Articles, the Board may, by resolution, make, amend or repeal any By-laws that regulate the activities or affairs of the Corporation. Any such By-law, amendment or repeal shall be effective from the date of the resolution of Directors until the next Meeting of Members where it may be confirmed, rejected or amended by the Members by Ordinary Resolution. If the By-law, amendment or repeal is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed. The By-law, amendment or repeal ceases to have effect if it is not submitted to the Members at the next Meeting of Members or if it is rejected by the Members at the meeting.

44) CONSTITUTION AMENDMENTS
a) Amendments to the Constitution shall only be made by Special Resolution at the Annual General Meeting or at a Special General Meeting.
b) Proposed amendments to the Constitution shall be published in the Newspaper at least fourteen (14) days prior to the Annual General Meeting or the Special General Meeting.