Argosy Constitution 2006

8/3/2019 Argosy Constitution 2006

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ARGOSY PUBLICATIONS INC.CONSTITUTION

DRAFT 103/10/11

Drafted By Julie StephensonOriginal Document Argosy Constitution 2006


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Argosy Constitution Draft 2

CONTENTSBYLAW I INTERPRETATIONSBYLAW II - NAMEBYLAW III LETTERS PATENTBYLAW IV OFFICESBYLAW V BY-LAWSBYLAW VI FINANCESBYLAW VII MEMBERSHIPBYLAW VIII BAGMBYLAW IX BOARD OF DIRECTORSBY-LAW X RECORDS OF ARGOSY PUBLICATIONS INC.BY-LAW XI PROTECTION AND INDEMNITY OF DIRECTORS AND OFFICERSBYLAW XII HIRING OF STAFFBYLAW XIII AUTONOMY


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BYLAWS OF ARGOSY PUBLICATIONS INC.PREAMBLEWhereas The Argosyis the independent student newspaper of Mount Allison University, it strives forfair, insightful, and respectful coverage of the campus and community. Founded in 1875, it is aregular publication during the academic year, and is partially funded by the students of Mount Allison.

The Argosyis bound by its code of ethics and constitution and these are enforced by its Editor-in-Chiefand Board of Directors. The Argosyis published by Argosy Publications Inc.

The Argosymaintains strict fact checking, editing, and strives to ensure that libellous material is neverprinted. All material is read by the Editor-in-Chief prior to publication and all potentially problematicmaterial is referred to a lawyer.

The opinions expressed in The Argosyare not necessarily those of the University, nor of any subsidiary

or related university association. The Argosyencourages student contribution and prints unsolicitedmaterial at its discretion, ensuring the material conforms to all applicable ethical standards and libellaws.

The Argosyshall recognize as its mission to serve Mount Allison University and the community ofSackville through truthful, accurate and respectful reporting.

The Argosywill provide training and instruction for its staff members in the principles and practices ofresponsible journalism. The Argosywill provide a forum for the Mount Allison community to debateand discuss the issues and events of the day.

We affirm that this Constitution is a living document, and only continual criticism, refinement, re-

evaluation and renewal can ensure it remains so.

BY-LAW I INTERPRETATIONS1.01 DEFINITIONSUnless otherwise indicated:a) Argosy Publications Inc. is the organization that publishes The Argosy.b)The Argosyis the independent student newspaper of Mount Allison University.c) The Constitution is the collective document that governs Argosy Publications Inc.d) Corporation means Argosy Publications Inc.

e) These Bylaws are the collected by-laws that govern the day to day operations ofTheArgosy.f) Statutes mean the Letters Patent or Supplementary Letters Patent of the Corporation.g) Standing Resolution means any resolution passed as such at a general meeting.h) General Meeting means funders convened for a general meeting of the Corporation.i) Funder means any member of the corporation as outlined in the Constitution.j) Board means the Board of Directors of the Corporation.k) Officer includes any member of the Board and any person appointed Officer by the Board.l) Staff means any and all staff members employed by the Argosy Publications, Inc.


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m) Editorial Board means any and all section editors including News, Features, Opinions andEditorials, Humour, Entertainment, Arts and Letters, Science and Technology, and Sports.n) EIC means Editor in chief ofThe Argosy.1.02 INTERPRETATIONSa) Terms used in the singular may also refer to the plural, and vice-versa; those terms applying toindividuals also apply to legal entities, particularly corporations and other non-incorporated groups.

b) -laws shall respect the terms defined as follows:

exercised in the best interests of the Corporation and not in an arbitrary fashion.

BY-LAW II NAME2.01 The name of the publication produced by Argosy Publications, Inc. is The Argosy.

BY-LAW III LETTERS PATENT3.01 The Letters Patent of Argosy Publications, Inc. As delivered by the Province of New Brunswickshall be kept in form at the offices ofThe Argosy.

BY-LAW IV OFFICES4.01 The head office of the Corporation shall be located in the town of Sackville, in the province ofNew Brunswick, Canada. The main office shall be located in a central location on the Mount AllisonUniversity campus so that all students may have access to it.

4.02 The Corporation may establish such other offices and agencies elsewhere in Canada as deemedexpedient by a resolution of the Board of Directors or Funders. If other offices must be established, forwhatever reason, the Funders must be notified within seven (7) days of the decision.

BY-LAW V BYLAWS5.01 By-laws of The Argosy may be enacted, repealed, or amended by a two-thirds (2/3)majority of votes cast at a General Meeting. Typography errors, spelling errors, and incorrect citationsin the By-laws may be corrected by a unanimous decision by the Board of Directors at any of itsregular meetings, provided that no fewer than thirty (30) days notice is given to the membership.Modifications enacted by the Board of Directors may not alter inherent spirit or implicit meaning of theBy-laws.

5.02 The enactment, repeal, and/or amendment of any By-law shall not be enforced or actedupon until the approval of the membership has been obtained. Except as noted in 5.01.

5.03 In extreme cases of By-law revision or alteration the Board of Directors may vote by two-thirds (2/3) majority to temporarily empower the revised By-Laws. The By-laws must be officiallyenacted, repealed, or amended by the Funders within six (6) months.

a. Extreme cases of By-law revision are restricted to (i) changes made corresponding with theend of an Academic Term or Year, (ii) emergency changes during the Publishing Year, or (iii) changes


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occurring during a unprecedented suspension of publishing.

By-law VI Finances6.01 The fiscal year ofThe Argosyshall begin May 1 and end April 30.

6.02 An annual budget for the upcoming year shall be prepared for the last Board meeting ofeach year. The annual budget will be collaboratively prepared by the incoming and outgoing EICsand the outgoing Business Manager.a) The projected budget is to be developed in consideration with the following aspects:

i. ii. Projected student numbers, which the outgoing Business Manager should get from the

Mount Allison University Controller or Admissions Department,iii. Any planned investments, projects, or necessary payments, andiv. Outstanding loans.

b. Each annual budget should incorporate a five (5%) per cent contingency line.c.

Honoraria for each staff position should be evaluated based on the annual staff surveyadministered by the Human Resources representative.

d. The budget must be set and approved by the final Board meeting of the winter term.6.03 Any changes to the budget during the publishing year ofThe Argosymust be reviewedand approved by the Board.a) Any adjustments to staff honoraria must be approved by the Board.

6.04 At the close of each fiscal year, the Business Manager shall have a third party conduct anofficial audit that will have a copy of a:

a. Balance Sheetb. Statement of Revenue and Expensesc. Statement of Surplusd. Statement of Change in Financial Position

6.05 Signing Authority

a) The bank account(s) of Argosy Publications Inc. shall have as signing officers the Editor in Chief,Business Manager, and the Chair of the Board. Other officers may be added from the Board, butmust be approved by a 2/3 majority.

i.All payments made by Argosy Publications Inc, including bills, honoraria, and miscellaneousexpenditures, will be made by cheque.

ii.All cheques from Argosy Publications Inc. must be signed by two signing officers.

a. The Editor in Chief and the Business Manager may not sign cheques to themselves forexpenditures of over $500. The cheques must be co-signed by a Board signing officerwho is not either the Editor in Chief or the Business Manager.

b. Cheques of over $500 which are signed by both the Editor in Chief and BusinessManager must be photocopied and kept in a file by the Business Manager for reviewby the Board at the next Board Meeting.

iii.Prior to each publication year, the appropriate measures will be undertaken to update the signingofficers.


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b) The officers with signing authority will also apply to legal documents such as loans, leases, andother legal documents.

c) The funds in said account(s) are solely for the use of Argosy Publications Inc. No signing officermay access them for his/her personal use.

d) If a signing officer no longer holds his/her position on the Board, the signing authority of saidperson must be terminated immediately.

6.06 Petty Cash

The Business Manager shall allocate a maximum of fifty (50) dollars in petty cash to the lock box heldin The Argosyoffice during the publishing year. The monies may be used for unplanned necessitiessuch as, but not limited to office supplies, story expenses, and food and drink. Receipts for purchasesshall be left within the petty cash envelope. If an official receipt is not possible, a signed note by theEditor in Chief or Business Manager must be left with the receipts.

BY-LAW VII MEMBERSHIP7.01 All registered students at Mount Allison University are considered members of theCorporation and therefore known as Funders.

7.02 All funders pay an annual fee, split into two payments, to fund the operation andpublication ofThe Argosy.

7.03 All funders have voting rights during Bi-Annual General Meetings.

7.04 cal records. Requestsfor each must go through the Editor in Chief, who will arrange a time to access the documents.

7.05 Quorum for Funders at Bi-Annual General Meetings is five (5) non-staff and non-Board

member Funders.

BY-LAW VIII BI-ANNUAL GENERAL MEETINGS8.01 The Board of Directors

assumes responsibility for promoting the meetings, which must consist of:

a. Meeting. The advertisement shall be published in the two (2) issues ofThe Argosyprior to the

meeting.

b. The Argosy.8.02

a. A business report presenting budget for the current fiscal year, and theprofessional audit of previous fiscal year.

b. A report given by the Editor in Chief, presenting the staff list, editorial priorities and challengesof the year, and any other pertinent business.


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c. If Board positions are vacant, the election process will follow that outlined in Article 8, section3, sub-section c

8.03

a. expenditures.

b. A report given by the Editor in Chief, reviewing accomplishments, priorities and challenges ofthe year, and any other pertinent business.

c. Selection of the Board members for the next academic year, following Article 9, section 2.d. Approval of the EIC Selection committe

next year.

8.04 Meeting shall consist of five (5) non-staff Funders, and a majority

of Argosy staffers in attendance. The Editor in Chief, Business Manager, and the Chair of the Board

must also be present.

BY-LAW IX BOARD OF DIRECTORS9.01 Mandatea) The Board of Directors shall uphold Argosy Publications, Inc.-Laws and other policy as set bythe Funders.b) The Board has the power to ensure that the provisions of the Constitution and the Code of Ethicsare respected, and to ensure the proper financial management of Argosy Publications Inc.c) The Board of Directors shall oversee the governance of the publication, The Argosy, make interimand short-term policies and ensure member input into the operations of the Corporation.d) In the event that The Argosyis charged with conduct or publishing content that is illegal, violatesthe Code of Ethics, or one or more articles of the Constitution, the Board will review editorial contentand decide upon following action.d) The Board of Directors shall make budgetary revisions as necessary.e) The Board of Directors must authorize all unbudgeted expenditures over $1,200. The Board maynot authorize any single unbudgeted expenditure over $10,000.f) Board decisions may be overturned by a full majority decision of the Funders at the Bi-AnnualGeneral Meeting.g) Each Director and the Board as a whole shall abide by all corporate motions of policy, andprovincial and federal regulations and laws.when unanimous consent of voting members has been given to do otherwise.

9.02 Composition of the Boarda) The Board of Directors shall be composed of the following;i)Two (2) students, each holding a two (2) year term. At least one student must be elected each year.In case of a graduating student being elected to the Board, they may be permitted to hold a one (1)year term.

i. These students may not hold staff positions at the Argosy during their term on the Board.ii. These students still retain member voting rights at general meetings.


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ii) Two (2) faculty members, each holding at least a two (2) year term and each during alternativeyears.

iii. The faculty member who has served on the Board for the longest period of time shallChair the Board. The second faculty member shall serve as Vice Chair, and act as interim-

iv. The faculty members do not hold member voting rights, only that which the Board imbuesthem with.

iii) The Editor in Chief ofThe Argosyshall sit as a member of the Board in his/her capacity asPresident of Argosy Publications Inc.

v. He/she will retain member voting rights at general meetings.iv) The Business Manager ofThe Argosyshall sit as a member of the Board in his/her capacity as abusiness person.

vi. The Business Manager will also serve as Treasurer of the Board.vii.

He/she will retain their member voting rights at general meetings.

v) The Office Manager ofThe Argosy shall sit as a member of the Board in his/her capacity as amanagement personnel.

viii. He/she will not hold voting rights on the Board but will retain member voting rights atgeneral meetings.

ix. He/she will also serve as the Secretary for the Board. He/she will keep minutes of allBoard meetings.

vi) A local business person or practicing lawyer (who also serves as counsel in any and all matters thatare potentially problematic, including material for print), holding a two (2) year term.

b) Two groups may not hold seats on the Board at any time:x. ative Council, including appointed positions,

Executives, and voted members. This does not include members of the union, only thosewho sit on the council.

xi. Current members of the Mount Allison University Administration.9.03 es-Laws and Policies before their term commences.b) Each Director is responsible for attending all board meetings, as they are called by the Chair.c) Directors Meetings. Extenuating circumstances that result in absences must

be approved by the Chair and the Editor in chief.d)With due consideration, the Board may suspend the Editor in Chief and Business Manager, pendinga formal review by a third party committee.

i) The suspension of the Editor in Chief or Business Manager would temporarily remove theperson as an authority on The Argosyand their signing authority.

ii) The third party committee will be comprised of three (3) student representatives, two of whichwill be the student representatives on the Board, the Chair, and the Office Manger.

iii) The review committee must conduct a formal interview with the Editor in Chief/BusinessManager and complete a final report, detailing their decision.


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ix) final decision. If the decision is appeal, a general meeting of the corporation will be called and it willspeak to the funders.

x) In the place of the suspended Editor in Chief/Business Manager, the Editorial Board will electfrom the senior editors, an interim replacement. The name must be submitted to the Board ofDirectors for approval within 24 hours of the suspension of the Editor in Chief/Business Manager.

9.04 Duties Of The Executiveb) Chair:

i) The Chair shall act as spokesperson of the organization for matters pertaining to the Board ofDirectors.

ii) The Chair shall be the senior Faculty member from among the Board of Directors.iii) The Chair shall be responsible for calling and chairing all meetings of the Board.iv) The Chair shall act as a signing authority on financial documents.

b) Vice-Chair:i) The Vice-Chair shall be the second Faculty member from among the Board of Directors.

ii) The Vice-Chair shall be responsible for taking over the duties of the Chair in the event that theChair cannot fulfill his or her dutiesiii) The Vice-Chair shall also provide support to the Chair as needed.

c) Treasurer:i) The Treasurer shall be the Business Manager ofThe Argosy.ii) The Treasurer shall be responsible for providing a financial report at each regularly scheduled

Board meeting. This report shall be given to the Chair at least one week before the meetingis convened.

iii) The Treasurer is responsible for making financial recommendations to the Funders at the Bi-Annual General Meetings.

iv) The Treasurer shall act as a signing authority on financial documents.d) Human Resources Representative:

i) The Human Resources Representative shall be elected from among the voting student-at-largemembers of the Board of Directors by the voting members of that Board.ii) The Human Resources Representative shall provide a written report at each regularlyscheduled Board meeting. This report shall be given to the Chair at least one week before themeeting is convened.iii) The Human Resources Representative is responsible for filing all relevant personneldocuments.iv) The Human Resources Representative shall maintain documents and ensure the confidentialityof these documents.ssuccessor.vi) The Human Resources Representative shall be a member of any commission or committeeconcerned with hiring or human resource policy, except where such membership presents aconflict of interest for the Representative.vii) The Human Resources Representative shall ensure that staff receive fair and informativeevaluation.viii) The Human Resources Representative shall ensure that The Argosyhiring procedures areconducted in accordance with the law.ix) The Human Resources Representative shall act as a mediator in the event of disputes betweenor regardingArgosystaff, unless the dispute concerns the Representative, in which case the Chair


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x) The Human Resources Representative shall ensure that end-of-term reports are distributed tothe appropriate staff.

e) Secretary:i) The Office Manager ofThe Argosyshall act as Secretary.ion and otherlegal material.

9.05 Persons Entitled To Be Presenta) The only persons entitled to attend a meeting of the Board of Directors shall be the Directors, and

auditors of the Corporation.b) Other persons may be admitted only on the invitation of the Chair with the consent of the voting

members of the Board. The Board should grant such invitation to all staff and any Funders whoare interested in attending the Board meeting.

9.06 Quoruma) Quorum at a Board of Directors meeting shall the Editor in Chief, Chair, and two other members.b) In the event that the Board of Directors must decide on the dismissal or appointment of a staff

member quorum shall be 2/3 of voting members of the Board.

9.07 Frequency Of Meetingsa) The Board of Directors shall meet at least three (3) times per academic term; two of these meetings

shall be at Bi-Annual General Meetings.

9.08 Notice Of Meetingsa) Notice of regular Board meetings shall be given to the Directors at least three (3) weeks in advanceby the Chair.b) Notice of regular Board meetings shall be confirmed by the Directors within one week of noticebeing given.c) The Board shall provide an agenda to all members seven (7) days before any regular Board

meeting.

9.09 Emergency Board MeetingsThe Chair must give at least forty-eight (48) hours notice to the Directors before an emergencymeeting of the Board can begin.

9.10 Proxying VotesDirectors shall be allowed to proxy their votes to another voting Director with the approval of theChair. Proxies shall not count towards quorum.

9.11 Minutes

a) Minutes shall be compiled by the Secretary within one month of each Board meeting.b) Minutes shall be made available to the membership within fourteen (14) days of them having beenapproved.

9.12 Conflict Of Interesta) Directors are expected to recognize situations where their personal interests are, or may appear tobe, in conflict with the best interests of the Corporation, and to excuse themselves from discussion anddecisions in which they have a fiduciary or complimentary interest.


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of

BY-LAW X RECORDS OF ARGOSY PUBLICATIONS INC.10.01 The minutes of the Board of Directors and General Meetings, and other books and records ofthe Company shall be kept in the Argosy Offices.10.02 The books and records of the Corporation may be inspected by Members in the Corporationoffice on any working day during normal office hours provided twenty-four hours written notice isgiven.

BY-LAW XI PROTECTION AND INDEMNITY OF DIRECTORS AND OFFICERS11.01 No Director or officer of the Corporation shall be liable for the acts, receipts, neglects, ordefaults of any other Director or officer, or for joining in any receipts or other act for conformity, or forany loss or expense happening to the Corporation through the Board for or on behalf of theCorporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys

of the Corporation shall be invested, or for any loss or damage arising from bankruptcy, insolvency,or tortuous act of any person with whom the moneys, securities or effects of the Corporation shall bedeposited , or for any loss occasioned by any error of judgement or oversight on their part, or for anyother loss, damage, or misfortune whatever which shall happen in the execution of the duties of anoffice or in relation thereto unless the same shall happen through dishonesty.11.02 Directors, former directors, officers, and former officers of the Corporation and their heirs,executors, or administrators, and estate and effects, respectively, shall, from time to time and at alltimes be indemnified and saved harmless out of the funds of the Corporation, from and against:

a) All costs, charges and expenses whatsoever which such director, former director,officer, or former officer sustains or incurs in or about any action, suit or proceedingswhich is bought, commenced, or prosecuted against him or her, for or in respect of

any act, deed, matter, or thing whatsoever, made, done, or permitted by him or her,in or about the execution of the duties of his or her office; and also

b) All other costs, charges, and expenses which he or she sustains or incurs in or aboutor in relation to the affairs of the Corporation;

c) Except such costs, charges, or expenses as are occasioned by his or her own wilfulneglect or default.

BYLAW XII HIRING OF STAFF12.01 Staff of The Argosy

The Argosy will be staffed by the Editor in Chief, Business Manager, Production Staff, CirculationsStaff, Editorial Staff, Advertising Staff, and Writing Staff.

a) The exact divisions of staff will be dictated by The ArgosyHiring Policies.

12.02 Hiring of the Editor in ChiefThe Editor in Chief ofThe Argosyshall be selected by the Editor in Chief Selection Committee no laterthan the first Friday of March for the following May 1 to April 30 term.

b) The Editor in Chief Selection Committee shall be composed of the following members:


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i. The outgoing Editor in Chief shall serve as Chair of the committee and may only vote inthe event of a tie.

i. If the outgoing Editor in Chief cannot sit on the committee for whatever reason,the position shall be filled by an outgoing member of the Editorial Board, to bevoted in by the editors.

ii. Two (2) students, chosen from The Argosycorrespondents, nominated and selected at ageneral meeting before the Thursday before Reading week of each year.

i. Correspondents will be defined as those volunteers who have contributed to leastthree (3) issues ofThe Argosyin one (1) semester.

iii. One (1) student chosen from the outgoing Section Editors, selected by the Editorial Boardfrom accepted nominations at an Editorial Board Meeting held no later than theWednesday before Reading Week of each year.

i. Should the Editorial Board prove unable to fill these positions internally, SectionEditors from previous years (with preference to more recent employees) shall beconsidered for the remaining seat.

iv. The two (2) students at-large from the Publication Board, who shall be offered the seatsbefore the Thursday before Reading Week of each year.

i. In the event that they are unable to sit, they should assist the Editor in Chief infinding a replacement who will also be a student knowledgeable in thequalifications necessary in an appropriate Editor in Chief.

c) Editor in Chief hiring procedure is to be conducted as determined in theArgosyPolicy Manual.

12.03 Hiring of the Operational Staff, Production Staff, Support Staff, Editorial Staff, andWriting Staff. The remaining staff ofThe Argosyshall be selected by the Staff Hiring Committee beforethe third Saturday of March for the following May 1-April 30 term.

d) The Staff Hiring Committee shall be composed of the following members:

a) The outgoing Editor-in-Chief, who shall serve as Chair.b) The incoming Editor-in-Chief.c) Three (3) outgoing or returning staff members who have demonstrated exceptionalknowledge in the organization and operation ofThe Argosyas selected by the incoming andoutgoing Editor-in-Chiefs.

e) Staff hiring procedure is to be conducted as determined in theArgosyPolicy Manual.

12.04 Generation and Termination of EmploymentAny funder may apply for a staff position on The Argosy.

f) Staffers must, prior to being hired, be told their responsibilities as a staff member, including:

a.Projected time commitments,b.Expected job duties, andc.Prospective honoraria.

g) Staffers must also read the Constitution and Code of Ethics after being hired, and sign a statementaffirming that they have done so.

h) The Editor in Chief shall present the Staff H


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a.If staff members are recommended after this, the Board must approve as soon aspossible.

i) If a staff member has committed a serious offence affecting his/her performance as anArgosystaff

member, the EIC has the right to suspend them immediately and recommend their dismissal to the

Board.

a. The Board must meet within five business days to decide whether to uphold thisdismissal. In this vote, the EIC will not vote on whether the staff member should be

dismissed.

b. The guidelines for dismissal will be set within The ArgosyBy-laws.c. Upon the recommendation of termination, the EIC must present to the Board the name

of an individual who has agreed to work in the position of the affected staff member

prior to the termination taking effect. The EIC may present their own name in this

capacity.

d. To contest dismissal, a staff member must appeal to the Chair of the Board, in writing,within thirty days following their dismissal. The chair will then form a grievancecommittee, consisting of the chair and other disinterested parties, to review the

dismissal.

BYLAW XIII AUTONOMY13.01 Statement

Argosy Publications, Inc. And The Argosyexist separate from Mount Allison University and the. The Corporation and the Publication exist at the will of the Funders,the students of Mount Allison University and answer directly and only to that body.

Documents

Argosy Constitution 2006