CONSTITUTION (2014)

ARTICLE 1 - NAME

This organizations shall be known as the Canadian Science Writers’ Association (CSWA) Association canadienne des rédacteurs scientifiques (ACRS).

ARTICLE 1.1 - DEFINITIONS

In this by-law and all other by-laws of the CSWA, unless the context otherwise requires:

"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time

"board" means the CSWA Board of Directors

“directors” refers to the members currently serving as the Board of Directors

"by-law" means this by-law and any other CSWA by-law

“board meeting” is a meeting of the Board of Directors includes an annual in-person meeting and conference telephone meetings

“meeting of members” includes any informal meeting of members such as café scientifique, pub nights, special development workshops, etc.

ARTICLE 2 - FINANCES

  1. Auditors shall be appointed at each annual meeting by a majority vote of the members and the books should be audited annually.

  2. All cheques issued or endorsed in the name of the Association shall be signed by such directors, employees or agents of the Association in such a manner as shall be determined from time to time by resolution of the Board of Directors.

  3. Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.

ARTICLE 2.1 - FINANCIAL YEAR END

The fiscal year of the Association is July 1-June 30.

ARTICLE 2.2 - BANKING ARRANGEMENTS

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

ARTICLE 2.3 BORROWING POWERS

Borrowing is not allowed.

ARTICLE 2.4 - ANNUAL FINANCIAL STATEMENTS

Annual financial statements will be presented at the Annual General Meeting, and members may also receive a copy free of charge at any time upon request.

ARTICLE 3 - POLICIES AND PURPOSES ARTICLE 3.1 - MISSION

  • ●  We are a national alliance of professional science communicators in all media.

  • ●  Our mission is to cultivate excellence in science writing and science journalism.

  • ●  Our goal is to increase public awareness of science in Canadian culture.

    ARTICLE 3.2 - SPECIFIC GOALS AND OBJECTIVES

  • ●  to promote and reward balanced and accurate science reporting in Canada

  • ●  to create opportunities for members to meet and exchange ideas

  • ●  to initiate educational and training opportunities for science communicators in all regions of Canada

  • ●  to encourage communication between scientists and journalists

  • ●  to encourage greater awareness among editors, producers and other gatekeepers of the need for science coverage

  • ●  to nourish the growth of a membership that reflects Canadian society with respect to gender, race and region, as well as the growing field of science communication

ARTICLE 4 - MEMBERSHIP

1. There shall be four classes of membership: regular, student, life and honourary.

2.Regular membership shall be open to all persons who share in the mission and goals of the Association.

3.Student membership shall be open to bona fide full-time students of any educational institution.

4. Life membership shall be extended to founders of this organization who have been members in good standing of the Canadian section of the National Association of Science Writers, Inc., and who have worked for a minimum of 10 years as active science journalists.

5. Honourary membership shall be extended by vote of the general membership.

ARTICLE 4.1 - MEMBERSHIP TRANSFERABILITY

Membership is non-transferable. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

ARTICLE 4.2 - RIGHTS OF MEMBERS

1. Honourary members shall be entitled to all rights and privileges except that they may not vote. Regular, student and life members shall be entitled to all rights and privileges, and are eligible to hold office as stipulated under "directors" and "Nomination of directors".

ARTICLE 4.3 - MEMBERSHIP DUES

  1. The dues shall be fixed by vote of the membership and shall be payable a year from the date the person joined the organization. A member whose dues remain unpaid after a month’s notice shall be suspended.

  2. A member in arrears shall have all services suspended and may not vote until dues and any applicable fees are paid in full.

  3. Any member who remains in arrears for two months shall be given a month’s notice. If dues are not paid at the expiration of the month, membership will be suspended.

  4. The Executive Director shall give the delinquent member due notification of suspension by any method reasonably calculated to provide actual notice.

ARTICLE 4.4 - END OF TERMINATION OF MEMBERSHIP

A membership ends when:

the member dies

the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation
the member is expelled in accordance with disciplinary action set forth in this constitution

the member's term of membership expires

ARTICLE 5 - DIRECTORS

ARTICLE 5.1 - NUMBER OF DIRECTORS

The elected directors of the Association shall comprise a twelve-member Board of Directors
(The Board) and which shall include a President, Vice-President – Journalist, Second Vice President – Non-Journalist, and a Treasurer. A minimum of eight directors, at the time of their nomination, shall be practising and/or professional journalists. The immediate Past-President who is still a voting member shall serve on the Board of Directors by virtue of office. The Executive Director shall serve as an ex-officio member of the Board of Directors. The President shall always be a practising and/or professional journalist. No director can be close relative of the Executive Director. Close in this context shall include parent, grandparent, aunt, uncle, spouse, son, daughter, cousin, and respective in-laws of the above.

ARTICLE 5.2 - TERM OF OFFICE OF DIRECTORS

All elected directors shall serve for a period of two years from the date of their election.

ARTICLE 5.4 - QUORUM AT MEETINGS

A quorum at meetings of the Board of Directors shall be a simple majority, of whom at least four directors are practising and/or professional journalists.

ARTICLE 5.4 - APPOINTMENT OF DIRECTORS

The Board may appoint directors to carry out specific tasks within the the organization. These individuals need not be members of the Board, unless the Constitution requires them to be, in order to fulfill their duties.

ARTICLE 5.5 - COMMITTEES OF THE BOARD OF DIRECTORS

  1. Four standing committees will be appointed each year to assist the Board of Directors in carrying out major activities of the Association in connection with membership and recruiting, the Awards Program, planning for the annual meeting and seminar, and online communication.

  2. Other committees may be appointed from time to time at the discretion of the Board of Directors to carry out the work of the association.

  3. All members in good standing may be appointed by the executive to sit on any committee.

4. Chairs of the standing committees, unless already elected members of the Board shall be ex-officio members of the Board.

ARTICLE 5.6 - PROPOSALS NOMINATING DIRECTORS AT MEMBERS MEETINGS

  1. At the Annual General Meeting the membership present shall elect a Nominating Committee consisting of four members of whom two are practising and/or professional journalists.The Past-President shall be the Chair of this committee.

  2. Five months before the annual meeting the Nomination Committee shall inform all members that nominations are open and shall receive nominations by whatever means specified by the nominating committee from any two members.

  3. Nominations will close on the Friday close of business 10 weeks after notice.

  4. At the time of their nominations all nominees must declare potential conflicts of interest.

  5. Election of directors will be by electronic vote of the entire voting membership in good standing. All ballots shall be posted online eight weeks prior to the AGM and must be received by the office by close of business 30 days prior to the AGM. Election will be by a simple majority of ballots, the results of which will be announced at the AGM.

  6. Ties at the annual meeting may be broken by the Chair of the Nominating Committee.

  7. The new directors shall take office immediately after the election.

  8. directors shall be elected bi-annually and can be removed by a two-thirds vote of a majority of members at a regular meeting or at a meeting especially called for the purpose. There will be no remuneration for directors. The Board of Directors may appoint from among the total membership such further committees as they see fit to carry out

    the work of the association.

  9. directors shall not serve more than two consecutive terms.

10. If a director does not complete their term the Board of Directors shall appoint a CSWA member in good standing to replace the Board Member until the end of that term.

ARTICLE 5.11 - NOMINATION OF NEW MEMBERS

  1. The President shall, immediately after election, appoint a chair of a Membership Committee from among the directors representing the members at large. The chair of the Membership Committee shall, within one month of his/her appointment, (See Article 5.5) appoint from the membership no fewer than two members and not more than four members who, with the chair, shall act as the Membership Committee.

  2. All members can sponsor new members, at the discretion of the Board of Directors.

  1. Applications for life and honourary categories shall be submitted to the Membership Committee. The committee shall acquaint itself with the qualifications of the applicants and make recommendations to the Board of Directors on all candidates.

  2. If an application for life or honourary membership has been approved by the Board of Directors, the Executive Director or the membership chair will so inform the candidate in writing. If the Membership Committee rejects an applicant, the committee shall inform the candidate of the reason for so doing.

  3. The Board of Directors is empowered to admit new members in the life and honourary categories subject to confirmation at the next annual meeting. New members shall be informed at the time of admission of this requirement.

  4. If no information has been received to alter the Membership Committee's original recommendation for life or honourary membership, the applicant shall be approved for membership and the membership chairperson shall so inform the candidate in writing. If the committee, acting on new information received, rejects an applicant the committee shall inform the candidate of the reason for so doing.

  5. Members of the corporation may withdraw merely by tendering a written expression resignation to the CSWA electronic mailing address or by any method reasonably calculated to provide actual notice.

ARTICLE 6 - DESCRIPTION OF OFFICES

  1. The President, Vice-President, Treasurer and three other directors appointed by the board shall comprise the Executive Committee with the President as Chair of this committee. Board members may come from anywhere in Canada.

  2. The Chair of the Membership Committee and Chair of the Website Committee shall be ex-officio members of both the Board of Directors and the Executive Committee.

ARTICLE 6.1 - DUTIES OF THE PRESIDENT

The President shall:

  1. Preside over all meetings of the Association and be the official spokesperson for the Association.

  2. Call special meetings when in his/her opinion they are considered necessary or within two months of any petition by five per cent of the membership.

  3. Have signing authority on cheques.

ARTICLE 6.2 - DUTIES OF THE VICE-PRESIDENT

The Vice-President shall:

  1. Chair the Board meetings when the President is unable to fulfill that function or decides to delegate them.

  2. Complete the President’s term if the President leaves before the end of their term.

  3. Have signing authority on cheques.

ARTICLE 6.3 – DUTIES OF THE SECOND VICE-PRESIDENT

The Second Vice-President shall:

  1. Represent the research communicator stream of the membership.

  2. Have signing authority on cheques.

ARTICLE 6.4 - DUTIES OF THE TREASURER

The Treasurer shall:

  1. Transmit to the membership at the annual meeting a summary of the financial status of the Association, together with names of all members in arrears of dues.

  2. Give a quarterly update on CSWA finances and if necessary between these reports alert the board of any serious financial issues.

  3. A corporate seal should be maintained by the Treasurer and documents issued by the corporation can be certified with the signature of any two elected directors.

  4. Have signing authority on cheques

ARTICLE 7 - MEETINGS

The Association shall hold an annual meeting.

ARTICLE 7.1 - CALLING OF BOARD OF DIRECTORS MEETINGS

1. Regular meetings of the Board may be held at such dates as may be fixed from time to time by the Board.

2. Special meetings may be called at any time at the discretion of the President or for a date within two months of any petition by five per cent of the membership.

ARTICLE 7.2 - QUORUM AT MEMBERS’ MEETING

Quorum. A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.

ARTICLE 7.3 - VOTES TO GOVERN AT MEMBERS’ MEETING

A member entitled to vote at a meeting of members may vote by means of a telephonic, digital, or other communication facility if the Corporation has a system that enables the votes to be gathered in a manner that permits their subsequent verification, and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

ARTICLE 7.4 - PARTICIPATION BY ELECTRONIC MEANS AT MEMBERS’ MEETING

Participation in meetings by conference telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE 7.5 - MEMBERS MEETING HELD ENTIRELY BY ELECTRONIC MEANS

Meetings of members may be held entirely by telephonic, an electronic or other communication facility.

ARTICLE 7.6 - NOTICE OF MEETING OF BOARD OF DIRECTORS

The Executive Director shall send out notification of all regular meetings at least one month in advance.

ARTICLE 7.7 - NOTICE OF MEMBERS MEETING

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery. Pursuant to the Act (subsection 197), a special vote must be held to amend this constitution to change how members are informed of meetings.

ARTICLE 7.8 - MEMBERS CALLING A MEMBERS MEETING

If members wish to call a special board meeting, they may make a written request to do so. The Board must respond to this request within 21 days, or those members may call a meeting independently

ARTICLE 7.9 - PLACE OF MEMBERS’ MEETINGS

Meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

ARTICLE 7.10 - PERSONS ENTITLED TO BE PRESENT AT MEMBERS’ MEETINGS

Members, non-members, directors, and the public accountant of the Association can attend any

meeting of members. However only voting members can decide the outcome of motions at the meeting.

ARTICLE 7.11 - VOTES TO GOVERN AT MEETINGS OF BOARD OF DIRECTORS

At any meeting of members, and that of the Board of Directors, questions and resolutions shall be determined by a majority of the votes cast. In the event of a tie, the meeting chair may cast a second vote.

ARTICLE 7.12 - ABSENTEE VOTING

At any meeting of members, and that of the Board of Directors, members or directors may transfer their vote on particular issues to a designated proxy by means of a recorded communication to another member or director.

ARTICLE 7.13 - COST OF PUBLISHING PROPOSALS FOR ANNUAL MEMBERS MEETINGS

Proposals for the location and execution of the Annual General Meeting shall be assembled independently from other board activities, and at no cost to the organization.

ARTICLE 7.14 - ACTION WITHOUT MEETING

Action without meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent in by email to the adoption of a resolution authorizing the action. Such action by written consent shall be filed with the minutes of the proceedings of the Board.

ARTICLE 7.15 - ADJOURNMENT OF MEETINGS

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the Board to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

ARTICLE 8 - CODE OF ETHICAL CONDUCT

1. A member shall take all necessary measures to ensure that the information he or she purveys to the public is accurate, truthful and impartial.

2. A member shall not for any remuneration by a commercial organization permit his or her identification or membership with the Canadian Science Writers' Association to be used to promote a commercial service, a commercial product or a commercial organization. Such activity shall be considered prejudicial to the best interest of this Association. The Code of Ethics recognizes that members operating in a freelance capacity can take part in these activities on their own recognizance, such that their identification with the CSWA is acknowledged but not regarded as the reason they are engaged in these activities.

3. Membership of the Association shall be conditional on strict observance of the highest standards of conduct. Wilful or frequent misrepresentation or inaccuracy, wilful breach of confidence, slanderous or libellous email, tweets, blogs or other electronic postings, or behaviour in any way prejudicial to the professional interests of the membership of the Association shall be considered in breach of such observance.

4. A member against whom a formal complaint of infringement of rule (3) is laid shall be called before the Board of Directors of which at least five members shall be present, including a representative of the Membership Committee. A copy of the written complaint shall be sent to the respondent at least three weeks before the hearing. An adequate record shall be kept of the hearing. The Board of Directors, which shall have the sole power of disciplining members, shall have power to warn, suspend or expel the member complained against.

5. The Membership Committee (or the Board of Directors) shall be empowered to make all such enquiries and to call for all such evidence as it may consider necessary to reach a decision on any application for membership.

6. The Membership Committee's (or the Board of Directors') decision to accept or to reject an application or expel a member, shall be final, provided that said candidate shall be entitled to reapply for membership after an interval of twelve months from the date on which notification of the decision was issued.

7. In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the President, or such other director as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the President, or such other director as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, the President, or such other director as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

8. Disputes or controversies among members, directors, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.

ARTICLE 9 - AMENDMENTS

1. By-laws may be repealed or amended by a simple majority of members present at the annual meeting or at the meeting especially called for the purpose.

2. The proposed amendment shall be circulated by the Executive Director to the membership.

3. Members may express opposition or approval, on a ballot provided for the purpose, within a month of the date of formal announcement. If less than one-quarter of the members state their opposition by letter to the Executive Director, the amendment shall be adopted.

ARTICLE 10 - OTHER PROVISIONS

ARTICLE 10.1 - INDEMNIFICATION

The organization shall take out insurance to indemnify each of its directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of (a) the acts or obligations of the corporation or (b) the fact any such person is or was a director of the organization.

ARTICLE 10.2 - CONFLICT OF INTEREST

Whenever a director has a financial or personal interest in any matter coming before the Board of Directors, the board shall ensure that:

  1. The interest of such director is fully disclosed to the Board of Directors.

  2. No interested director may vote or lobby on the matter or be counted in determining the

    existence of a quorum at the meeting of the Board of Directors at which such matter is

    voted upon.

  3. Any transaction in which a director has a financial or personal interest shall be duly

    approved by members of the Board of Directors not so interested or connected as being

    in the best interests of the organization.

  4. Payments to the interested director shall be reasonable and shall not exceed fair market

    value.

  5. The minutes of meetings at which such votes are taken shall record such disclosure,

    abstention, and rationale for approval.

ARTICLE 10.3 - A YEARLY EXECUTIVE DIRECTOR EVALUATION

The Executive Director’s performance shall be evaluated yearly by the President, Vice Presidents and Treasurer.

ARTICLE 10.4 - CONSTITUTIONAL REVIEW

The Constitution shall be reviewed every five years.