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Constitution

SCHEDULE A

FORM 3

SOCIETY ACT

CONSTITUTION
(last amended May 15, 2013)

1. The name of the Society is “THE UNIVERSITY OF VICTORIA STUDENT RADIO SOCIETY”.

2. The purposes of the Society are:

(a) To obtain and hold a “student radio license” authorized by the Canadian Radio-television and Telecommunications Commission;

(b) to provide an opportunity for University of Victoria students and members of the Greater Victoria Community, primarily on a voluntary basis, to operate a radio station;

(c) to provide both on and off the University campus, through the medium of radio broadcasting, information to members of the University community, particularly student members, on matters of concern and interest related to University affairs;

(d) to provide to the University community and the general public innovative and alternative radio programming by utilizing, in part, the many resources available at the University;

(e) to provide training for students and members of the Greater Victoria Community in the methods, techniques, operations, ethics and responsibilities of a broadcast under-taking including, where possible, formal participation in the University’s co-operative education program;

(f) to encourage participation by the University community in the Society’s broadcasting endeavours;

(g) to assist other post-secondary institutions and community groups and members of the Greater Victoria Community in providing opportunities for their access to a student radio station;

(h) to hold and operate properties and facilities of the Society;

(i) to encourage and promote Canadian artists, with particular emphasis on local talent.

3. The operations of the Society shall be carried on chiefly at the University of Victoria. This provision is unalterable.

4. The society is to carry on its operations without pecuniary gain to its members and to use any surplus funds or other accretions to the Society to promote its purpose. This provision is unalterable.

5. In the event of winding-up of the Society all its remaining assets after payment of its liabilities are to be distributed to one or more non-profit organizations in British Columbia having similar objects and may include any such organization which may be a corporate member of the Society or an appropriate municipal government or to the Government of British Columbia. This provision is unalterable.

6. If the members fail to pass a unanimous resolution as to the disposition of assets then any member may submit the proposal for distribution to arbitration pursuant to the Arbitration Act. This provision is unalterable.

 

By-Laws

 

Here set forth, in numbered clauses, the by-laws providing for the matters referred to in section 6(1) of the Society Act and any other by-laws.

 

Part I – Interpretation

1. (1) in these bylaws, unless the context otherwise requires,

(a) “directors” means the directors of the society for the time being;

(b) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

(c) “registered address” of a member means his address as recorded in     the register of members.

(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

Part 2 – Membership

3. The members of the society are the applicants for incorporation of the society, and those persons who subsequently have become mem-bers, in accordance with these bylaws and, in either case, have not ceased to be members.

4. A person may apply to the directors for membership in the society and on acceptance by the directors and with the unanimous approval of the members shall be a member.

5. Every member shall uphold the constitution and comply with these bylaws.

6. The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues shall be determined at the annual general meeting of the society by the unanimous resolution of the members upon the unanimous recommendation of the directors.

7. A person shall cease to be a member of the society

(a) by delivering his resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society;

(b) on his death or in the case of a corporation on dissolution;

(c) on being expelled; or

(d) on having been a member not in good standing for 12 consecutive months.

8. (1) A member may be expelled by a special resolution of the members passed at a general meeting.

(2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(3) The person who is the subject of the proposed resolution shall be given an opportunity to be heard at the general meeting before the special resolution is put to vote.

9. All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the society and he is not in good standing so long as debt remains unpaid.

Part 3 – Meeting of Members

10. General meeting of the society shall be held at the time and place, in accordance with the Society Act, that the directors decide.

11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

12. The directors shall convene an extraordinary general meeting on the receipt of a written request from a member setting out the purpose of the meeting.

13. (1) Notice of a general meeting shall specify the place, day and hour of meeting, and, in case of special business, the general nature or that business.

(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the member entitled to receive notice does not invalidate proceedings at that meeting.

(3) At least 14 days’ notice of all general meeting of the society shall be given to each member in writing.

14. The first annual general meeting of the society shall be held not more than 15 months after the date of incorporation and after that an annual meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

Part 4 – Proceedings at General Meetings

15. Special business is

(a) all business at an extraordinary general meeting except the adoption of rules of order; and

(b) all business transacted at an annual general meeting, except,

(i) the adoption of rules of order;

(ii) the consideration of the financial statements;

(iii) the report of the directors;

(iv) the reports of the auditor, if any;

(v) the election of directors;

(vi) the appointment of the auditor, if required; and

(vii) the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by report of the directors issued with the notice convening the meeting.

16. (1) No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be con-ducted at a general meeting at a time when a quorum is not present.

(2) if at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

(3) A quorum is 80% of the members of the society, or three members whichever is greater.

17. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the member present constitute a quorum.

18. Subject to bylaw19, the president of the society, the vice president or in the absence of both, one of the other directors pre-sent, shall preside as chairmen of a general meeting.

19. If at a general meeting

(a) there is no president, vice president or other director pre-sent within 15 minutes after the time appointed for holding the meeting; or

(b) the president and all the other directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.

20. (1) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted to an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

(3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

21.(1) No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.

(2) In a case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.

22.  (1) A member in good standing present at a meeting is entitled to one vote.

(2) Voting is by show of hands.

(3) Voting by proxy is not permitted.

23. A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the society.

 

Part 5 – Directors and Officers

24.  (1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in general meeting, but subject, to

(a) all laws affecting the society;

(b) these bylaws; and

(c) rules, not being inconsistent with these bylaws, which are made from time to time by the society in general meeting.

(2) No rule, made by the society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

25. (1) The directors shall consist of the following persons:

(a) a minimum of two persons nominated by the University of Victoria Radio Club and elected by the society who are registered students;

(b) a minimum of two persons nominated by the University of Victoria Radio Club and elected by the society from the Greater Victoria community;

(c) a minimum of two persons appointed by the President of the University, one of whom shall be a member of the Faculty;

(d) as per CRTC regulations a balanced representation of community, student and university administration on the board of directors is required;

(e) as per CRTC regulations efforts should be made to ensure a equitable representation of self-identified women and men on the board of directors;

(f) efforts should be made to ensure that the board of directors reasonably reflects the diversity of the Greater Victoria community

 

 

26.(1) Directors who are not students shall hold office for two years, or until their successors are appointed or elected.

(2) Directors who are students shall hold office for one year, or until their successors are appointed.

(3) Directors are eligible for reappointment or re-election.

27.(1) The directors may grant leave of absence to a director for a maximum of four months.

(2) Where a vacancy exists on the Board a new director shall be elected or appointed by the member who appointed or elected the former director.

28. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.

29. The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.

30. No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.

(1) No person receiving remuneration from the society may be a director.

Part 6 – Proceedings of Directors

31. (1) The directors may meet together at the place they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings as they see fit.

(2) The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.

(3) The president shall be a chairman of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president shall act as chairman; but if neither is present the directors present may choose one of their number to be chairman of that meeting.

(4) A director may at any time, and the secretary, on the request of a director, shall, convene a meeting of the directors.

(5) The directors shall meet at least quarterly in each fiscal year.

32. (1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.

(2) A committee so formed in the exercise of the powers so dele-gated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.

A committee shall elect a chairman of the meetings; but if no chairman is elected, or if at a meeting the chairman is not pre-sent within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be chairman of the meeting.

34. The members of a committee may not meet and adjourn as they think proper.

35. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.

36. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) no notice of meeting of directors shall be sent to  that director; and

(b) any and all meetings of the directors of the society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.

37. (1) Questions arising at a meeting of the directors and commit-tee of directors shall be decided by a majority of votes.

(2) In case of an equality of votes the chairman has a second or casting vote.

(3) Voting is by show of hands.

(4) Voting by proxy is not permitted.

38. Resolutions proposed at a meeting of directors or committee of directors need be seconded and the chairman of a meeting may move or propose a resolution.

39. A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.

(1) Without limiting the general powers conferred upon or vested in the Board of Directors by By-Law 18, the Board of Directors has power:

 

(a) to appoint from time to time to the extent positions are specifically provided for within the approved budget, and subject to the policies of the Society, such officers, staff and employees as the Board of Directors may deem necessary for the purpose of the Society and fix their salaries or remuneration and to define their general duties and their term of office or employment, which unless otherwise provided shall be during the pleasure of the Directors;

(b) at least annually to recommend for the  approval of the Society, budgets which reflect all anticipated revenues, expenditures, receipts, and disbursements, and which included detailed schedules of positions and any salaries or any remunerations to be paid to individuals;

(c) subject to policies established from time to time by the Society, to receive and to administer all funds, debts, fees, endowments and other assets of the Society.

 

Part 7 – Duties of Officers

40. (1) The president shall preside at all meetings of the society and of the directors.

(2) The president is the chief executive officer of the society and shall supervise the other officers in the execution of their duties.

41. The vice president shall carry out the duties of the president during his absence.

42. The secretary shall

(a) conduct the correspondence of the society;

(b) issue notices of meetings of the society and directors;

(c) keep minutes of all meetings of the society and directors;

(d) have custody of all records and documents of the society except those required to be kept by the treasurer;

(e) have custody of the common seal of the society; and

(f) maintain the register of members.

43. The treasurer shall

(a) keep the financial records, including books of account, necessary to comply with the Society act; and

(b) render financial statements to the directors, members and others when required.

44. (1) The offices of secretary and treasurer may be held by one person who shall be known as the secretary treasurer.

(2) When a secretary treasurer holds office the total number of directors shall not be less than 5 or the greater number that may have been determined pursuant to bylaw 25(2).

45.  (a) In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

(b) The president, vice-president, secretary, treasurer, or secretary-treasurer shall be elected by majority vote by the Board of Directors from among its members at the first meeting of the directors held following each annual general meeting.

Part 8 – Seal

46. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

47. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the per-sons prescribed in the resolution, or if no persons are pre-scribed, in the presence of the president and secretary or president and secretary treasurer.

 

Part 9 – Borrowing

48. Without the written approval of all members, the directors shall not incur any liability on behalf or in the name of the society that exceeds the total assessment in any year.

49. The directors shall not agree to purchase or purchase any land on behalf of or in the name of the society without the written approval of 80% of the members. No debenture shall be issued without the sanction of a special resolution.

Part 10 – Auditor

50. A copy of the financial statement of the society and a copy of the report of the auditor shall be delivered to each member as soon as practicable after the receipt of same by the society.

51. This part applies only where the society is required or has resolved to have an auditor.

52. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.

53. At each annual general meeting the society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.

54. An auditor may be removed by ordinary resolution.

55. An auditor shall be promptly informed in writing of appointment or removal.

56. No director and employee of the society shall be auditor.

57. The auditor may attend general meetings.

 

Part 11 – Notice to members

58. A notice may be given to a member, either personally or by mail to him at his registered address.

59. A notice sent by mail shall be deemed to have been given on the second day following that on which  the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

60. (1) Notice of a general meeting shall be given to

(a) every member shown on the register of members on the day notice is given; and

(b) the auditor, if  Part 10 applies.

(2) No other person is entitled to receive a notice of general meeting.

Part 12 – Bylaws

61. On being admitted to membership, each member is entitled to and the society shall give him, without charge, a copy of the constitution and bylaws of the society.

 

62. These bylaws shall not be altered or added to except by special resolution.

 

 

 

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