Constitution of the Peak Publications Society

CONSTITUTION

The purposes of the Society are educational and artistic, to wit:

a)  the publication of newspapers, magazines, papers, books and documents to take an active role in educational and artistic endeavors including, but not limited to, The Peak,

b)  the promotion of academic excellence and journalistic excellence, according to the Canadian University Press Statement of Principles and Code of Ethics, except that the Society shall not have the power to grant or confer a diploma or degree of literary, technical or scientific standing,

c)  the sponsoring of lectures, debates and all other activities designed to advance the purposes of the Society, students at universities throughout the world and the members of faculty and administration of those universities, and members of the journalistic profession,

d)  the awarding of prizes, scholarships, bursaries, medals, certificates or other suitable recognition of contributions made both by members and non-members to the purposes set out in Section 2.b.

BYLAWS

Bylaw 1. Interpretation and Definitions

1. In these Bylaws, unless the context otherwise requires:

a)  ‘Society’ means the Peak Publications Society,

b)  ‘Board’ means the Board of Directors of the Society,

c)  ‘The Peak’ means the student newspaper published by the Society for the students at Simon Fraser University,

d)  ‘Semester’ means the normal sixteen week academic term at Simon Fraser University,

e)  ‘Employee’ mean, person employed by the Society on an hourly or salary basis, but excluding those persons paid by monthly stipend, and those hired under Bylaw 6.Sec.2.b.,

f)’Collective member’ means all members of the Society who have been listed in The Peak masthead in two (2) of the last five (5) issues of The Peak,

g)  ‘SFSS’ means the Simon Fraser Student Society,

h)  ‘SFU’ means Simon Fraser University,

i) ‘the Chair’ means the Chairperson of the Board of Directors of the Society.

j)’Subscription Fee’ means referenda approved funding paid to the Society by fall and part-time students as part of the SFU student activity fee.

Bylaw 2. Membership

1. Membership in the Society shall be open to any student of SFU or to any Employee of the Society.

2. Membership in the Society shall be gained by registering in a class as a student of SFU or by becoming an employee of the Society. Membership in the Society shall continue: a) until a member has not taken a course at SFU during the previous two semesters and is not employed by the Society OR b) until the member receives a refund of the member’s Subscription Fee paid in that semester, in which case membership shall resume in the next semester the student enrolls in a class at SFU.

3. The Board shall ensure that in at least two (2) issues during the first three (3) weeks of publishing The Peak in each semester, there shall be placed advertising of not less than ten (10) column inches per issue informing members of the conditions and privileges of membership.

4. All members of the Society shall be voting members of the Society. All members of the Society shall be members in good standing.

5. Every member of the Society shall uphold the Constitution and comply with these By-laws.

6. A member may not be expelled by the Society.

7. Any member of the Society may, within the first 14 days of classes, present a copy of their course registration and request a refund of the Subscription Fee paid for that Semester. If possible, the refund should be paid immediately by the Society’s Business manager. The Society may request up to 14 days to comply with the request.

Bylaw 3. General Meetings.

1. Annual General Meeting.

a)  The Annual General Meeting of the Society shall be called in the month of September or October of each year by the Board.

b)  Notice of the Annual General Meeting shall be published at least two (2) weeks prior to the meeting in The Peak and shall state the agenda of the meeting.

c)  Eligible voters at the Annual General Meeting shall be members of the Society registered before the day of publication of notice of the Annual General Meeting.

d)  There shall be no proxy voting.

e)  Quorum for the Annual General Meeting shall be five (5) per cent of the registered membership of the Society or one hundred (100) members of the Society, which ever is the greater. After 30 minutes, Quorum shall be lowered to twenty (20) members with the provision that only the following matters can be put to resolution:

1. Approval of past minutes of the Society.

2. Approval of the Society’s audited financial statements.

3. Appointment of the Society’s auditor.

4. Any resolution that has been submitted for consideration in the form of a petition supported by, signed by, and including the student numbers of five (5) percent of the member’s of the Society and has been duly advertised in the Peak as per Bylaw 3 See 1.b.

5. Election of interim At-large Board members, should a position(s) be vacant.

2. Special General Meeting.

a)  A Special General Meeting of the Society may be called by the Board.

b)  A Special General Meeting must be called by the Board within twenty- one (21) days of receipt of a petition demanding such a meeting from one (1) per cert of the members.
a. The petition for a Special General Meeting shall:
i. state the purpose of the meeting,
ii. be signed by the members of the Society petitioning for the Special General Meeting.

c)  Notice of the Special General Meeting shall be published at least two (2) weeks prior to the meeting in The Peak and shall state the purpose and agenda of the meeting.

d)  Eligible voters at the Special General Meeting shall be members of the Society registered before the day of publication of notice of the Special General Meeting.

e)  There shall be no proxy voting.

f)  Quorum for the Special General Meeting shall be given by Bylaw 3.1.e.

Bylaw 4. The Board.

1. Members of the Board.

a) The voting members of the Board shall be: three (3) At-large members, two (2) Collective members, one (1) Employee member and one (1) SFU alumnus. The Business Manager of the Society shall be a non-voting member of and Secretary to the Board. There shall be one (1) alternate for the Collective member positions who may vote in the absence of either or both of the Collective members of the Board. There shall be one (1) alternate for the Employee member who may vote in the absence of the voting Employee member.

b) At-Large Members.

1) At-large members must be members of the Society. At-large members must not hold any permanent Employee position of the Society as defined by the Employee Policy Manual of the Society, or any editorial position on any of the Society’s publications.

2) At-large members shall be elected at a general election or by- election of the SFSS, and shall be limited by SFSS bylaws, rules and regulations in seeking election, except as per Bylaw 3 Sec 1. e. One term of office shall be one year.

3) The eligible voters for the At-large positions shall be all members of the Society registered before the day of the announcement of election.

c) Collective Members.

1) Collective members of the Board must be registered members of the Society and, collective members of the Society. A Collective member of the Board shall not be an employee of the Society.

2) Election of Collective members of the Board shall be called by the Board. The term of office shall be two (2) semesters.

3) Notice of election and notice of opening of nominations for the Collective member positions shall be given concurrently by notice in The Peak; in at least two (2) issues during a period of time beginning at least two (2) weeks before the date of the election.

4) Nominations shall be open from the date of announcement of the election until 4:00 pm of the day preceding the day of the election. Each candidate’s nomination must be signed by at least five (5) Collective members of the Society.

5) The eligible voters for the Collective member positions of the Board shall be the Collective members of the Society, except that Employees of the Society shall not vote in the election of Collective members of the Board.

6) The election of the Collective members of the Board shall be conducted by an electoral officer appointed by the Board. All candidates must be elected by a successful Yes/No vote.

7) The alternate Collective member of the Board shall be elected as per Bylaw 4.Sec.1.c after the two Collective members have been elected.

8) Upon the death, resignation or impeachment of an elected Collective member of the Board, the Board shall call a by-election for the vacant position. The term of office of the Collective member of the Board elected by by-election shall be the remainder of the term of the Collective member they are replacing. The conduct of the by-election shall be governed by the provisions of By-law 4.Sec. 1.c.3,4,5,6, and 7.

d) The Employee Member.

1) The Employee member of the Board must be a member of the Society and an Employee of the Society.

2) The Employee member of the Board shall be appointed by the Employees of the Society at the beginning of each semester. The term of office shall be one (1) semester.

3) Upon the death, resignation or impeachment of an appointed Employee member of The Board, the Employees of the Society shall appoint a replacement member. The term of office for the replacement member shall be the remainder of the term of the member they are replacing.

4) The alternate Employee member of the Board shall be appointed at the same time as the Employee member.

e) Alumni Member.

1) The Alumni member of the Board shall not be a member of the Society.

2) The alumni member shall be appointed by the SFU Alumni Association in May of each year. The term of office shall be one (1) year.

3) Upon the death, resignation or impeachment of an appointed Alumni member of the Board, a replacement member shall be appointed by the Alumni Association. The term of office of the replacement member shall be the remainder of the term of office of the member they are replacing.

f) Impeachment of Board Members.

Any voting member of the Board may be impeached by a special resolution of non-confidence at a Special or Annual General Meeting of the Society. In the event of the impeachment of a member of the Board, that member shall be deemed to have tendered their resignation effective the date of the meeting at which the special resolution of non-confidence was made.

g) Upon the absence of any voting board member for three regularly announced meetings of the Board, and where the member has not contacted the Secretary of the Board concerning their absence, the Board may rule that the member has tendered their resignation.

h) No director shall be remunerated for being or acting as a director, but a director shall be reimbursed, as approved by the Board, for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the Society.

2. Powers and Duties of the Board.

a) The Board shall administer the Society and have the power to secure revenue for the Society’s publications and to borrow funds for the Society’s publications as it sees fit, except that the issue of debentures shall be sanctioned by a special resolution of the Society.

b) The Board shall be the only recognized medium of communications in administrative matters between the Society, its members, and:

1) the SFSS
2) SFU
3) the general public.

c) All resolutions of General Meetings of the Society are binding on the Board.

d) The Board shall:

1) guarantee the freedom of the student press as outlined by the Statement of Principles and Code of Ethics of the Canadian University Press,

2) have the power to suspend any editor of any of the Society’s publications but shall conduct a Special General Meeting in dealing with the termination of any editor,

a) notwithstanding Bylaw 4 Sec 2.d.2., an editor may not be suspended by the Board for holding or expressing a political or religious view, or for any act or editorial decision that editor makes unless the act or decision involves:
1. theft from the Society or members of the Society
2. sexual harassment or sexual or physical assault.
3. a clear violation of the Statement of Principles and Code of Ethics of the Canadian University Press.
4. a negligent or willful act which puts into jeopardy the finances or property of the Society.

3)act as a board of appeal on all appointments and dismissals,

4)  elect from the members of the Board a Chairperson. The term of office of the Chair shall be one (1) year.

5) hire all Employees of the Society, (except as per Bylaw 6.Sec.2.b).

6) have the power to amend the Employee Policy Manual of the Society as per Bylaw 6.Sec.1.d.,

7) assure that where operations of the Society are carried out on premises put at the disposal of the Society by a third party, all damages whether willful or accidental shall be repaired immediately,

8) appoint all editorial staff of the Society’s publications except the editorial positions of The Peak,

9) have the power to seek a subscription fee from members of the Society only through referenda.

a) A referendum on subscription fees must be conducted under the Bylaws, rules and regulations of the SFSS.

10) make decisions on all matters not otherwise provided for in these Bylaws.

3. Meetings of the Board

a) Regular meetings of the Board shall take place at a suitable time established by the Chair of the Board. The time, day, and frequency of the regular meetings of the Board shall be published in The Peak within the first six (6) weeks of the beginning of each semester. Any necessary variations in the time, day, or frequency of the regular meetings will be coordinated by the Chair and published in The Peak.

b) Special meetings of the Board may be called at any time by the Chairperson or by three (3) Board members.

c) Quorum for all meetings of the Board shall be three (3) voting members of the Board. The Board shall be governed by the majority of those present, except where these Bylaws or the Society Act requires a higher majority.

d) Meetings of the Board shall be conducted in accordance with Robert’s Rules of Order except that the power to form an executive committee shall be excluded.

Bylaw 5. Collective.

1. The Collective of each of the Society’s publications shall:

a) establish all editorial policy of their particular publication,

b) be responsible for all content of their particular publication,

c) adhere to the Canadian University Press Statement of Principles and Code of Ethics.

2. In addition to the provisions of Bylaw 5.Sec.1., the Collective of The Peak shall:

a) have the sole power to define the editorial structure The Peak including the creation and determination of responsibilities of all editorial positions of The Peak,

b) elect members of the Society to fill the editorial positions of The Peak. The elections to editorial positions shall be conducted by two electoral officers appointed by the Collective. In the case of only one applicant for one position, the applicant must be elected by a Yes/No ratification vote,

c) have the power to recall any elected editorial Collective member at a quorate Collective meeting providing the editorial Staff member has been given five (5) days notice of the specific complaints leading to the motion of recall,

d) ensure through a screening process that the applicants for the editorial positions are suitably qualified for those positions,

e) be responsible for all contents of The Peak offices,

f) elect, on a semesterly basis, at least three of their number to serve as an Editorial Appeals Committee. The Editorial Appeals Committee shall hear and consider any complains and/or grievances brought by members of the University community with regard to the editorial policies of The Peak and shall attempt to resolve these complaints and/or grievances to the satisfaction of all parties.

Rulings of the Editorial Appeals Committee shall be decided by a majority vote of the Committee, and shall be considered final, though the rulings of the Editorial Appeals Committee may be appealed to the Ombudsoffice.

Bylaw 6. Employees.

1. The Society shall have an Employee Policy Manual which shall set out:

a) the Employee positions of the Society and contain job descriptions for those positions,

b) the Society’s obligation to its Employees including rates of pay and provisions for employee benefits,

c) the grievance and termination procedures for the Employees of the Society,

d) the procedures for amending the Employee Policy Manual.

2. Notwithstanding Bylaw 6.Sec.1., the Society shall have a Business Manager.

The Business Manager of the Society shall, in addition to the duties of Bylaw 4.Sec.1. and of Bylaw 5.Sec.2.b. and not excluding the duties contained in the job description of the position in the Employee Policy Manual:

a) be responsible to the Board for the day to day financial management of the Society,

b) have the power to hire temporary Employees as necessary,

c) fulfill any further duties as required by the Board.

Bylaw 7. Annual Statements, Financial Statements, Records and Seal of the Society.

1. The Secretary of the Board shall within thirty (30) days after the Annual General Meeting of the Society, file with the Registrar of Companies a copy of the financial statements placed before the meeting and an annual report in Form 11 of Schedule A of the Society Act (1979).

2. The Board shall approve any financial statement of the Society before it is issued, published, or circulated. This approval shall be evidenced by the signatures of two (2) members of the Board.

3. The records, minutes and seal of the Society shall be in the custody of the Business Manager of the Society.

4. The records and accounts of the Society may be inspected by any of its members on any normal day of business during the office hours of the Business Manager.

5. The Society shall upon request furnish to any member of the Society, free of charge, a copy of its Constitution and Bylaws.

6. The Society shall have a bank account through which it operates. Signing officers on this account shall be the Business Manager of the Society and any other members of the Board appointed by the Board. Every document or instrument signed by the Society shall be signed by not less than two (2) signing officers.

Bylaw 8. Amendments to the Constitution and Bylaws.

1. Amendments to the Constitution and Bylaws of the Society shall be made in accordance with the provisions of the Society Act (1979), in particular:

a) amendments shall be governed by the provisions of Sec. 20 through 23 of the Society Act,

b) the requirements of a special resolution shall be adhered to including the requirement of fourteen (14) days notice of intention to propose the special resolution,

c) the requirements of acceptance of amendment to the Constitution or Bylaws by the Registrar of Companies shall be met,

d) any amendments to the Constitution or Bylaws shall be published in The Peak at least two weeks prior to the meeting at which it will be considered.

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