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CSWA Constitution (Revised 2012)
ARTICLE 1 – NAME
- The organization shall be known as the Canadian Science Writers’ Association (CSWA) Association canadienne des rédacteurs scientifiques (ACRS).
ARTICLE 2 – POLICIES AND PURPOSES
- 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.
- 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.
ARTICLE 3 – MEMBERSHIP
- There shall be four classes of membership: regular, student, life and honorary.
- Regular membership shall be open to all persons who share in the mission and goals of the Association.
- Student membership shall be open to bona fide full-time students of any educational institution.
- 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.
- Honorary membership shall be extended by vote of the general membership.
ARTICLE 4 – RIGHTS OF MEMBERS
- Honorary 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 “Officers” and “Nomination of Officers”.
ARTICLE 5 – OFFICERS
- The elected officers 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 Administrative 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 board member can be close relative of the AD. Close in this context shall include father, mother, grandfather, grandmother, aunt, uncle, wife, husband, son, daughter, cousin, and respective in-laws of the above.
- All elected officers shall serve for a period of two years from the date of their election.
- 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.
- The Chair of the Membership Committee andChairof the Website Committee shall be ex-officio members of both the Board of Directors and the Executive Committee.
- 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 6 – STANDING COMMITTEES
- 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.
- 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.
- All members in good standing may be appointed by the executive to sit on any committee.
- Chairs of the standing committees, unless already elected members of the Board shall be ex-officio members of the Board.
ARTICLE 7 – NOMINATION OF OFFICERS
- 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.
- 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.
- Nominations will close on the Friday close of business 10 weeks after notice.
- At the time of their nominations all nominees must declare potential conflicts of interest.
- Election of officers will be by electronic vote of the entire voting membership in good standing. All ballots shall be posted on-line 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.
- Ties at the annual meeting may be broken by the Chair of the Nominating Committee.
- The new officers shall take office immediately after the election.
- Officers 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 officers. 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.
- Officers shall not serve more than two consecutive terms.
10.If an Officer 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 8 – DUTIES OF THE PRESIDENT
- The President shall:
i. Preside over all meetings of the Association and be the official spokesperson for the Association.
ii. Call special meetings when in his/her opinion they are considered necessary or within two months of any petition by five percent of the membership.
iii. Have signing authority on cheques.
ARTICLE 9 – DUTIES OF THE VICE-PRESIDENT
- The Vice-President shall:
i. Chair the Board meetings when the President is unable to fulfill that function or decides to delegate them.
ii. Complete the President’s term if the President leaves before the end of their term.
iii. Have signing authority on cheques.
ARTICLE 10 – DUTIES OF THE SECOND VICE-PRESIDENT
- The Second Vice-President shall:
i. Represent the research communicator stream of the membership.
ii. Have signing authority on cheques.
ARTICLE 11 – DUTIES OF THE TREASURER
- The Treasurer shall:
i. 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.
ii. Give a quarterly update on CSWA finances and if necessary between these reports alert the board of any serious financial issues.
iii. 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 officers.
iv. Have signing authority on cheques
ARTICLE 13 – NOMINATION OF NEW MEMBERS
- The President shall, immediately after election, appoint a chair of a Membership Committee from among the officers representing the members at large. The chair of the Membership Committee shall, within one month of his/her appointment, (See Article 6) appoint from the membership not less than two members and not more than four members who, with the chair, shall act as the Membership Committee.
- All members can sponsor new members, at the discretion of the Board of Directors.
- Applications for life and honorary 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.
- If an application for life or honorary membership has been approved by the Board of Directors, the Administrative 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.
- The Board of Directors is empowered to admit new members in the life and honorary categories subject to confirmation at the next annual meeting. New members shall be informed at the time of admission of this requirement.
- If no information shall have been received to alter the Membership Committee’s original recommendation for life or honorary 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.
- 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 14 – MEETINGS
- The Association shall hold an annual meeting.
- Regular meetings of the Board may be held at such dates as may be fixed from time to time by the Board.
- 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 percent of the membership.
- Quorum. A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.
- 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.
- 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.
- Adjournment. 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.
- The Administrative Director shall send out notification of all regular meetings at least one month in advance.
- By-laws may be repealed or amended by a simple majority of members present at the annual meeting or at a meeting especially called for the purpose.
ARTICLE 15 – FINANCES
- The fiscal year of the Association is July 1-June 30.
- 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.
- A member in arrears shall have all services suspended and may not vote until dues and any applicable fees are paid in full.
- 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 terminated.
- The Administrative Director shall give the delinquent member due notification of termination by any method reasonably calculated to provide actual notice.
- Auditors shall be appointed at each annual meeting by a majority vote of the members and the books should be audited annually.
- All cheques issued or endorsed in the name of the Association shall be signed by such officers, 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.
ARTICLE 16 – CODE OF ETHICAL CONDUCT
- A member shall take all necessary measures to ensure that the information he or she purveys to the public is accurate, truthful and impartial.
- 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 it can be legitimate news or comment to say that a product is a good one if the writer is being paid only by the editor. The resolution means that the CSWA is opposed to any sort of promotion that would possibly gain authenticity or value because it was identified with a member of the CSWA.
- Membership of the Association shall be conditional on strict observance of the highest standards of journalism. 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.
- 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.
- 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.
- 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.
ARTICLE 17 – AMENDMENTS
- An amendment to this constitution may be proposed by the vote of three-quarters of the regular, student and life members present at a regular or special meeting.
- The proposed amendment shall be circulated by the Administrative Director to the membership.
Members may express opposition or approval, on an electronic ballot provided for the purpose, within a month of the date of mailing. If less than one-quarter of the members state their opposition by letter to the Administrative Director, the amendment shall be adopted.
Article 18 Other Provisions
- INDEMNIFICATION. The organization shall take out insurance to indemnify each of its directors, and officers 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 or officer of the organization.
- CONFLICT OF INTEREST: Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:
a: The interest of such officer or director is fully disclosed to the board of directors.
b: No interested officer or 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.
c: Any transaction in which a director or officer 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.
d: Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
e: The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
- A YEARLY AD EVALUATION: The AD’s performance shall be evaluated yearly by the president, vice presidents and treasurer.
- CONSTITUTIONAL REVIEW: The Constitutiona shall be reviewed every five years.