Adopted June 30, 2013. amended on October 19th 2017 by members at the Annual General Meeting, and again on October 28, 2020 by a Special General Meeting of the members.
1. Name
The name of the Corporation will be Community University Television (CUTV).
2. Head Office
The head office of CUTV will be 2110 rue Mackay, Suite 403, Montreal, Quebec.
3. Objects
The purpose of CUTV will be:
a) To provide facilities, equipment and training through which members of Concordia and Montreal communities may gain the knowledge of, and experience with, video and TV production, programming, distribution and management.
b) To foster a democratically-run, membership-driven, and socially-conscious community which produces alternative programming by and for those who are not adequately served by the mainstream media.
4. Membership
4.1 Eligibility
Every undergraduate student registered in a credit course or its equivalent at Concordia University shall be eligible to become a member of CUTV. Eligibility for membership begins on the first day of the semester in which the student is registered in a credit course or its equivalent, as defined by Concordia University’s Academic Calendar. All individuals who are not eligible for undergraduate student membership are eligible to become Community Member.
4.2 Application for Membership
a) An Application for Membership Form must be publicly available by CUTV and provided to any individual who requests it. This form is to be submitted to the board of directors following a process indicated on the form itself. If, for whatever reason, no clear process is indicated on the form, a paper copy delivered by hand or mail to the Head Office of CUTV is sufficient to indicate receipt of the Application by the board of directors.
b) To become a member of CUTV, a prospective Student or Community Member must fully complete the Membership Application Form and submit it to CUTV either in print or electronically.
c) Any individual wishing to become a member who is not an undergraduate student per section 4.1 must additionally pay an annually reoccurring twenty (20) dollar membership fee to CUTV at the time the Membership Application Form is submitted
d) An individual becomes a full member of CUTV fourteen (14) days following the receipt of the completed Membership Application Form (accompanied by any applicable fees).
e) Notwithstanding the above, an individual seeking membership who has previously had their membership revoked for any reason whatsoever will be subject to final approval of their membership by the Board of Directors. An individual seeking membership when their
membership has previously been revoked need not pay any membership fees exceeding the designated annual amount, to a total of twenty (20) dollars per year. In the event that the individual’s membership status is rejected by the Board of Directors, any membership fees which accompanied the application will be returned to the individual in question.
4.3 Duration
a) Student Membership in CUTV will expire eight (8) months following the first day of the last semester in which that individual was registered in a credit course or its equivalent and subject to the Student Fee Levy at Concordia University.
b) Community Membership in CUTV will expire one (1) year following the date at which an individual became a member of CUTV. In order to renew a Community Membership, the annual membership fee must be paid to CUTV upon renewal.
4.4 Resignation of Membership
Any member may resign from CUTV by delivering a written notice of resignation to the Secretary of CUTV.
4.5 Revocation of Membership
Membership in CUTV remains in effect unless the board of directors finds that at any given time the conditions of membership are not met. At this time, the board of directors may pass a resolution revoking the individual’s membership.
a) Upon the request of a director, officer, or member of CUTV, the board of directors may review the membership of an individual. To do so it must give written notice of at least fourteen (14) days to the member in question of the date, time, and place of the meeting of the board of directors at which this issue is to be considered. The responsibility to prove that the conditions of membership were met rests with the member and the member may defend their status in writing or in person at the meeting. If no defense is made, the board of directors may presume that the conditions of membership are not met.
4.6 Membership List
The Secretary of CUTV is responsible for maintaining the complete list of members’ names at the Head Office of CUTV and making that list available to all members upon request.
5. General Meetings
5.1 Notice
All meetings of members must be called by the board of directors with at least twenty one (21) days notice of the date, time and place of any special or annual general meeting.
a) General Meetings will be visibly promoted on both of Concordia University’s campuses, in the CUTV station, on the CUTV website and electronic mailing list, and if possible, by at least one notice in a publication distributed on both campuses. The posters and notice of meeting shall contain the place, date and time of the meeting. The notice of any meeting shall state generally the nature of the business to be discussed and deliberated upon. Matters that are not referred to in the notice shall not be discussed at such meeting.
b) General Meetings, unless deemed otherwise by resolution of the members at such a meeting, are open to the public.
5.2 Procedure
Procedure at General Meetings shall be governed by Roberts Rules of Order (latest edition), except when such Rules contravene these by-laws or the Quebec Companies Act Part III.
5.3 Annual General Meeting
The Annual General Meeting shall be called by the board of directors to take place on a weekday, on the Concordia University Sir George Williams Campus, once per academic year. The quorum for the Annual General Meeting shall consist of twenty (20) members.
a) The Annual General Meeting of members shall be held solely for the following purposes:
i. Ratification of any amendments which have been previously approved by the board of directors to CUTV’s Bylaws;
ii. Election of the board of directors;
iii. Receiving the audited financial statements of CUTV for the last fiscal year, the auditor’s report,
and the interim financial statements of the current fiscal year;
iv. Appointing the auditors for the ensuing year, where an open tender process must occur at minimum every three years;
v. The presentation of a written annual report from the outgoing board of directors.
5.4 Special General Meeting
A Special General Meeting may be called by the board of directors solely for the purpose of considering specific resolutions, which must be referred to in the notice of the meeting.
a) A Special General Meeting may also be called by the presentation of a petition signed by 500 members in good standing to the Chairperson of the board of directors. Such petition must set out the reasons for meeting and state the specific resolutions as they will be presented for voting at the meeting. The board of directors must call the meeting within 48 hours of receiving the petition for a date of no later than twenty-four (24) days following the receipt of the petition.
b) Special General Meetings may amend such proposed resolutions to the extent that such amendments pertain to the same topic as the original resolution. Resolutions adopted by a Special General Meeting are binding upon CUTV.
c) All Special General Meetings shall be called by the board of directors to take place on a weekday, on the Concordia University Sir George Williams Campus. The quorum for the Special General Meeting shall consist of thirty (30) members.
6. Board of Directors
6.1 Composition
a) A Board consisting of eleven (11) Directors as follows shall manage the affairs of CUTV and be composed of members representing the following categories in the following proportions:
i. Six (6) Student Members elected at the Annual General Meeting;
ii. Five (5) Community Members elected at the Annual General Meeting;
b) One (1) Employee Representative shall, as democratically determined by the employees of CUTV, sit as a nonvoting participant in meetings of the board of directors. The Employee representative may be a fixed or rotating position between employees of CUTV at their own discretion. The Employee Representative cannot participate in Board discussions or deliberations directly pertaining to issues of human resources, or the hiring or dismissal of employees of CUTV. For greater clarity, this representative cannot vote and is not counted towards questions of quorum and notice.
6.2 Elections and Terms of Office
a) The directors are elected by the members at the Annual General Meeting or at a Special General Meeting called for such purpose. The term of office is one (1) year or until the next annual general meeting following the expiration of the year is held.
b) All candidates for the Board of Directors must be members of CUTV at the time of their nomination.
c) Directors may request a leave of absence for a maximum period of one (1) month, during which they will not count toward the total number of Directors in the calculation of quorum for meetings of the board of directors.
d) The directors do not receive any remuneration for holding such office.
6.3 Officers
The Board may delegate up to three Officers:
a) Chairperson: The board of directors shall appoint from among themselves a Chairperson who shall be the Chairperson of CUTV. The Chairperson shall:
i. direct and oversee the affairs of CUTV;
ii. preside over any meeting of the members and all meetings of the board of directors iii. coordinate the activities of the Officers;
iv. oversee the administration of the finances of CUTV;
v. sit on the policy or equivalent committee of CUTV;
vi. have such other powers and duties as are usual to the office;
vii. perform such other duties as directed to perform by resolution of the board of directors.
b) Secretary: The board of directors shall appoint from among themselves a Secretary who shall: i. keep or cause to be kept the minute books and the corporate records of CUTV; ii. give or cause to be given all required notices;
iii. maintain the membership rolls of CUTV;
iv. ensure that accurate files are maintained; maintain and ensure the security of passwords & access to accounts;
v. generally oversee the administrative apparatus of CUTV;
vi. have such other powers and duties as are usual to the office
vii. perform such other duties as directed to perform by resolution of the board of directors or by the Chairperson.
c) Treasurer: The board of directors shall appoint from among themselves a Treasurer who shall: i. keep or cause to be kept complete and accurate books of account;
ii. assist the chairperson in supervising the expenditure of CUTV;
iii. sit on the finance or equivalent committee of CUTV;
iv. have such other powers and duties as are usual to the office;
v. perform such other duties as directed to perform by resolution of the board of directors or by the Chairperson.
6.4 Vacancies
a) A Director shall automatically cease to hold office, thereby creating a vacancy:
i. if they become bankrupt;
ii. if they resign their office by notice in writing;
iii. if they are declared legally incompetent.
b) The Board may appoint, by unanimous decision only, Interim Directors for a period of up to four (4) months to fill vacancies, who shall have all the rights and duties as regular members of the board of directors.
c) The board of directors must attempt to fill all vacancies in a timely fashion, either by unanimous appointment of an Interim Director or in a Special General Meeting called for that purpose. Interim Directors must be members of the membership category for which they are appointed to fill a vacancy.
d) The Board may not appoint Interim Directors to fill Community Member Board seats if such an appointment would create or maintain a minority of Student Members on the board of directors. For greater clarity, the board must aim to maintain a Board composition of majority student members at all times.
e) Should the remaining directors not constitute quorum, the members in a Special General Meeting called for that purpose by any remaining Director, any remaining officer, or any five (5) members shall vote to fill the vacancy.
6.5 Powers and Delegation of Powers
a) In addition to the general powers of management and the powers and authorities in the bylaws of CUTV, the board of directors may exercise all such powers of CUTV and do all such lawful acts as are not by statute, letters patent, supplementary letters patent or bylaws of CUTV directed or required to be exercised solely by the members in a General Meeting.
b) The Directors may confer upon any one or more of the Directors, Officers, or any committee, corporation, person, attorney, agent or trustee, such powers as may be properly conferred by the Directors for such purposes, terms and conditions and with such restrictions as they may deem appropriate.
6.6 Meetings of the Board of Directors
a) Meetings of the board of directors may be called by the Chairperson or any two (2) Directors upon notice in writing of a minimum of five (5) days.
b) The board of directors shall hold a minimum of one regular meeting per month, with the exception of the months of June, July and August.
c) Emergency meetings may be called, at the discretion of the Chairperson and only to address urgent, serious, and unforeseen events, with a minimum of two (2) days notice.
d) Resolutions in writing or by electronic communication may only be considered valid if they are unanimous. Meetings of Directors may be held at any time or place without notice if all directors are present and consent to such a meeting or if all the Directors waive notice in writing of the time, place, and purpose of such a meeting.
e) Directors may participate by phone or other technological means as long as the technology is available to all participants and that the directors can interact with one another.
f) All questions at meetings of the board of directors will be decided by a majority vote and each director, including the Chairperson, shall have one (1) vote. All bylaws and regulations of CUTV and resolutions of Directors shall be enacted or passed at duly convened meetings, and the Chairperson must announce the results of a vote to be recorded in the minutes of CUTV.
g) In the event of a tie, the motion shall be deemed not to have been carried. The Chairperson shall not have a second or tie-breaking vote.
h) The quorum for meetings of the board of directors shall be a simple majority of the Directors
6.7 Procedure of the meetings:
Procedure at meetings of the board and all committees of the board shall be governed by Roberts Rules of Order (latest edition), except when such Rules contravene these by-laws or the Quebec Companies Act Part III.
6.8 Committees of the Board
The board of directors may, from time to time, create standing committees to carry out various tasks of the Board in between regular meetings. A Committee comprised of members of the board of directors may be created by a motion at any regular Board meeting, at which time the Board must delegate a specific member to act as the Chairperson of the Committee, and a mandate for the committee.
a) The Chairperson of a Committee is responsible for reporting all activities and decisions of the Committee in writing to the entirety of the board of directors. This report must be issued in advance when possible, or at the regular Board meeting immediately following the period at which those activities and decisions took place.
b) Unless otherwise indicated by a resolution of the board of directors, all Committee decisions are subject to ratification of the board of directors and are not considered binding on CUTV until such time as they have been ratified by the Board.
6.9 Removal from Office
Members of the Board may be removed in one of three ways:
a) By Reason of Absence: Directors absent from three scheduled regular meetings of the Board during a term of office are deemed to have automatically resigned. Notwithstanding the foregoing, the Board
may formally excuse absences for valid medical or personal reasons.
b) By Ineligibility: If a director is found to not have been a member at the time of their appointment, mandate, or election they will be deemed to have automatically resigned. If a director is to become a staff member of CUTV at any time during their mandate, they will have been deemed to have automatically resigned.
c) By the Members: A Director may be removed by a simple majority vote of the members at a Special General Meeting called for that purpose.
7. Fees
7.1 Student Fee Levy
Undergraduate students eligible to become members of CUTV as outlined in Bylaw 4.1 pay no additional fee upon submitting an Application for Membership.
7.3 Community Membership Fee
The annual membership fee for Community Members is twenty (20) dollars.
8. Auditors
At the Annual General Meeting, an auditor or auditors shall be appointed by the members to audit the books of CUTV and shall hold office until the next Annual General Meeting. The directors must engage in an open tendering process for an auditor at a minimum of every three years and present the results of the tendering process to the Annual General Meeting for consideration.
9. Books and Records
Unless otherwise permitted by law, CUTV shall maintain at its Head Office and online through a secure means, as well as make available to all members the following:
a) The letters patent, supplementary letters patent, if any exist, and all bylaws and regulations of CUTV;
b) Names and contact information of the members;
c) Names and addresses of the Directors and the dates upon which they became and will cease to be such;
d) Minutes of all the meetings of the board of directors and General Meetings as approved by the Board and signed by the Chairperson and the Secretary of the meeting at which the proceedings were held;
e) Detail as to the receipts and disbursements of CUTV and the matters to which each of them relates, as well as details of its financial transactions and its credits and liabilities;
f) Additional policies regarding the functioning of CUTV and day-to-day activities.
g) The annual operating budget of CUTV in its most up-to-date form
10. Fiscal Year
The fiscal year of CUTV shall terminate on the 30th day of April and the financial statements of the corporation for presentation to the members at the Annual Meeting shall be made up to that date.
a) CUTV may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Quebec Companies Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the Head Office of CUTV and any member
may, on request, obtain a copy free of charge at the Head Office or by mail.
11. Banking and Negotiable Instruments
The directors may by resolution authorize the opening and maintaining of a bank account or accounts and authorize any director, officer, employee or agent to transact banking business of CUTV with such banks and to sign, make, draw, accept, endorse or execute in the name of or on behalf of CUTV all cheques, promissory notes, bills of exchange or other negotiable instruments. Any and all such documents so signed or executed shall be binding upon CUTV.
12. Contracts, Documents and Declarations
a) All documents and returns required to be submitted to or filed with governmental authorities, customs and excise declarations and returns, affidavits, statutory declarations, and returns, affidavits, statutory declarations, proofs of claim or loss and general or partial releases relating to same, waivers or claims of liens or privileges and discharges of same and declarations in respect of garnishment proceedings involving CUTV or interrogatories upon articulated facts may be signed and executed under seal or otherwise by any Officer or Director for or in the name of and on behalf of CUTV and if signed and executed as aforesaid, shall be binding upon and enforceable against CUTV.
a) Other than the documents referred to in the preceding paragraph of this bylaw and all other documents in connection with the ordinary course of the business of CUTV which also may be signed and executed under seal or otherwise by any Officer or Director for or in the name of and on behalf of CUTV with the same effect, all contracts, agreements, deeds of sale, leases, mortgages or hypothecs, transfer of shares, bonds and other securities being the property of CUTV or standing in the name of CUTV or the books of any corporation or association or endorsements of certificates therefor and any and all other documents and writing to be signed and executed by CUTV shall be signed and executed in the name of and on behalf of CUTV by such person or persons, including Officer(s), Director(s), or employee(s), or attorney(s) of CUTV as may be determined by resolution of the board of directors.
13. Authority of Bylaws
b) All amendments, regulations, and resolutions, motions or decisions of CUTV, including, but not limited to those made by the Board and by General Meetings must be made in conformity with these bylaws.
c) In the event of any conflict with other governing documents or policies of CUTV, except when otherwise determined by law, these Bylaws shall take precedence.
14. Policies
The board of directors may, by two thirds (2/3) vote, adopt, repeal, amend or re-enact official Policies of CUTV concerning day-to-day operations of CUTV and such other matters which the board of directors shall deem appropriate.
a) All policies shall take effect five (5) days following their adoption by the board of directors.
b) All adopted Policies of CUTV must be annexed to these Bylaws, and made publicly available to all Members, employees, and Directors of CUTV at CUTV’s Head Office and ideally on the official website of CUTV.
15. Amendments to Bylaws
The board of directors may make, repeal, amend or re-enact bylaws of CUTV. Such alterations to these Bylaws must be approved by a two-thirds majority vote of the board of directors at a meeting called for that purpose and shall be in force and effect five (5) days following their adoption.
a) Every such alteration to these bylaws, unless in the meantime confirmed at a Special General Meeting duly convened for that purpose, shall only have force and effect until the next Annual General Meeting and in default of confirmation at that meeting, shall cease to have force and effect.
16. Indemnity of Directors, Officers, and Employees
Every Director, Officer, and employee of CUTV and their heirs, executors, administrators, and other legal
personal representatives shall be indemnified and saved harmless by CUTV from and against:
a) Any liability and all costs, charges and expenses that they sustain or incur in respect of any action, suit or proceeding that is proposed or commenced against them for or in respect of anything done or permitted by them in respect of the execution of their duties;
b) All other costs, charges and expenses that they sustain or incur in respect of the affairs of CUTV, provided that no Director, Officer or employee of CUTV shall be indemnified by CUTV in respect of any liability, cost, charges or expenses that they sustain or incur in or about any action, suit or other proceeding of which they are adjudged to be grossly negligent or criminally responsible.
17. General Provisions
In these bylaws the singular shall include the plural and the plural the singular, where appropriate.
