ARTICLE 1 - NAME
This organization shall be known as the Science Writers and Communicators of Canada (SWCC).
ARTICLE 1.1 - DEFINITIONS
In this by-law and all other by-laws of the SWCC, 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 SWCC Board of Directors;
- “Directors” refers to the members currently serving as the Board;
- "By-law" means this by-law and any other SWCC by-law;
- “Board meeting” is a meeting of the Board; including in-person and online/telephone meetings;
- “Meeting of members” refers to the annual general meeting of members (AGM);
- “Informal member gatherings” includes any informal meeting of members such as cafés scientifique, pub nights, special development workshops, etc.;
- “Science communicator” is anyone who communicates about science in any medium or channel, new or traditional.
ARTICLE 2 - FINANCES
- SWCC will have an independent compilation of its finances each year, and this person has to be approved by the board. This can include a “review engagement” or an “audit”, but these are not required for non-soliciting not-for-profit corporations with gross annual revenues under $1 million.
- All payments issued or endorsed in the name of the SWCC shall be authorized by such directors, employees or agents of the SWCC as determined from time to time by resolution of the Board.
ARTICLE 2.1 - FINANCIAL YEAR-END
The fiscal year of the SWCC is July 1- to June 30.
ARTICLE 2.2 - BANKING ARRANGEMENTS
The banking business of the SWCC shall be transacted at such bank, trust company, credit union or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board 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 SWCC and/or other persons as the Board 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 meeting of members. Members may also receive a copy free of charge at any time upon request.
ARTICLE 3 - POLICIES AND PURPOSES ARTICLE
ARTICLE 3.1 - MISSION
- We are a national alliance of professional science communicators in all media.
- Our mission is to cultivate excellence in science communication in all media.
- Our goal is to increase public awareness and accessibility of science in Canadian culture.
ARTICLE 3.2 - SPECIFIC GOALS AND OBJECTIVES
- To promote and reward balanced and accurate science communication 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 science communicators.
- To encourage greater awareness among editors, producers, industry and government policy-makers of the need for balanced and excellent 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
- There shall be one class of membership with a common, single set of associated rights and privileges. Apart from these rights and privileges there shall also be specific recognition of distinctions between regular, student, and lifetime members.
- Regular membership shall be open to all persons who share in the mission and goals of the SWCC.
- Student membership shall be open to bona fide full-time students of any educational institution.
- Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
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
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
- The dues shall be fixed by vote of the membership and shall be payable a year from the date the person joined the SWCC. 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 second month, membership will be suspended.
- The Executive Director/General Manager shall give the delinquent member due notification of suspension by any method reasonably calculated to provide actual notice.
ARTICLE 4.4 - 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 SWCC/General Manager 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 SWCC shall comprise a Board of no fewer than 10 and no more than 14 members that includes a President, Vice President, and Treasurer. The directors, at the time of their nomination, shall be members in good standing.
- The immediate Past President, who is still a voting member, shall serve on the Board by virtue of office. The Executive Director/General Manager shall serve as an ex-officio member of the Board. No director can be a close relative of the Executive Director/General Manager or of another member of the Board. Close in this context refers to sibling, 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 term of two years from the date of their election or until their successors have been elected. Directors shall be eligible for re-election a maximum of two times (for a maximum of six years), provided they remain a member in good standing.
ARTICLE 5.3 - QUORUM AT MEETINGS
A quorum at meetings of the Board shall be a simple majority.
ARTICLE 5.4 - COMMITTEES OF THE BOARD OF DIRECTORS
- Five standing committees will be appointed each year to help the Board carry out the SWCC’s major activities in connection with financial affairs (Finance Committee), membership and recruiting (Membership Committee), the Awards Program (Book Awards Committee), planning for the annual meeting and conference (Conference Committee), and online communication (Digital Media Committee).
- In addition, a permanent committee will be struck to implement SWCC’s core mission of cultivating excellence in science writing and science journalism and to uphold the organization’s code of ethical conduct (Ethics Committee) . This committee is open to all members, as well as outside parties with an interest in issues of science communication. This committee’s mandate features an open forum on all matters surrounding the landscape of science journalism and ethics, with a key responsibility for bringing matters to the attention of the Board of Directors for immediate action.
- Other committees may be appointed from time to time at the discretion of the Board to carry out the SWCC’s work.
- Any member in good standing may be appointed by the executive to sit on any committee. To foster inclusivity and encourage participation, the Executive Director/General Manager will inform the membership of their eligibility to be appointed to a committee. At a minimum, this notice will be included with the annual election results.
- Chairs of the standing committees, unless already elected members of the Board, shall become members of the Board.
ARTICLE 5.5 - PROPOSALS NOMINATING DIRECTORS AT MEMBERS MEETINGS
- At the meeting of members, the membership present shall elect a Nominating Committee consisting of four members in good standing. The Past President shall chair this committee.
- Five months before the meeting of members, the Nominating Committee shall inform all members that nominations are open, and shall receive nominations from any two members by whatever means it specifies.
- Nominations will close on the Friday at close of business, 10 weeks after notice.
- At the time of their nominations, all nominees must declare potential conflicts of interest.
- Election of directors will be by electronic vote of the entire voting membership in good standing. All ballots shall be posted online eight weeks before the AGM and must be received by the office by close of business 30 days before the AGM. Election will be by a simple majority of ballots, the results of which will be announced at the AGM.
- The Chair of the Nominating Committee will break any ties.
ARTICLE 5.6 - OTHER RULES
- Directors will not be remunerated.
- The new directors shall take office immediately after the election.
- 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.
- The Board may appoint, from among the total membership, other members to carry out duties as they see fit to accomplish the SWCC’s work.
- Directors shall not serve more than two consecutive terms.
- If a Director does not complete their term, the Board shall appoint a SWCC member in good standing to replace the Director until the end of that term.
ARTICLE 6 - DESCRIPTION OF OFFICES
The President, Vice President, Treasurer, Chair of the Finance Committee and two 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.
ARTICLE 6.1 - DUTIES OF THE PRESIDENT
The President shall:
- Preside over all meetings of the SWCC, act as the Chair of its Board of Directors, and be its official spokesperson.
- Call special meetings when, in their opinion, they are considered necessary or within two months of any petition by five percent of the membership.
- Have signing authority on financial transactions.
ARTICLE 6.2 - DUTIES OF THE VICE PRESIDENT
The Vice President shall:
- Chair Board meetings when the President is unable to fulfill that function or decides to delegate them.
- Complete the President’s term if the President leaves before the end of their term.
- Have signing authority on financial transactions.
ARTICLE 6.3 - DUTIES OF THE TREASURER
The Treasurer shall:
- Transmit to the membership, at the meeting of members, a summary of the SWCC’s financial status.
- Give a quarterly update on SWCC finances and, if necessary between these reports, alert the Board of any serious financial issues.
- Maintain a corporate seal.
- Ensure documents issued by the SWCC can be certified with the signature of any two elected directors.
- Have signing authority on financial transactions.
- Work with the General Manager to ensure a financial audit is conducted each year.
- Sit on the Finance Committee.
ARTICLE 7 - MEETINGS OF THE BOARD OF DIRECTORS
The SWCC shall hold regular Board meetings throughout the year.
ARTICLE 7.1 - CALLING OF BOARD OF DIRECTORS MEETINGS
- 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.
ARTICLE 7.2 - NOTICE OF BOARD MEETINGS
The Executive Director/General Manager shall notify members of all regular meetings at least one month in advance.
ARTICLE 7.3 - BOARD MEETINGS HELD ENTIRELY BY ELECTRONIC MEANS
Board of Director’s meetings may be held entirely by telephonic, electronic or other communication facilities.
ARTICLE 7.4 - PARTICIPATION BY ELECTRONIC MEANS AT BOARD MEETINGS
Board members may participate in a meeting by teleconference or similar communications equipment, so long as all members participating in such a meeting can hear one another at the same time. Participation by such means shall constitute presence in-person at a meeting.
ARTICLE 7.5 - VOTES TO GOVERN AT BOARD MEETINGS
At any meeting of members, and of the Board, 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 7.6 - ABSENTEE VOTING AT BOARD MEETINGS
At any Board meeting, directors may transfer their vote on particular issues to a designated proxy by means of a recorded communication to another director.
ARTICLE 7.7 - QUORUM AT BOARD MEETINGS
A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.
ARTICLE 7.8 - 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 consent by email to the adoption of a resolution authorizing the action. Such action by written consent shall be filed with the minutes of the Board.
ARTICLE 7.9 - 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 before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
ARTICLE 8 - ANNUAL MEMBERS’ MEETING
The SWCC shall hold an annual meeting of members (annual general meeting: AGM).
ARTICLE 8.1 - 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 , during a period of 21 to 60 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 8.2 - 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 8.2.1 - PERSONS ENTITLED TO BE PRESENT AT MEMBERS’ MEETINGS
Members, non-members, directors, and the public accountant of the SWCC may attend any meeting of members. However, only eligible members can vote at the meeting.
ARTICLE 8.3 - PARTICIPATION BY ELECTRONIC MEANS AT MEMBERS’ MEETING
Members may participate in a meeting by teleconference or similar communications equipment, so long as all members participating in such a meeting can hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE 8.4 - VOTES TO GOVERN AT MEMBERS’ MEETING
A member entitled to vote at a meeting may vote by means of a telephonic, digital or other communication facility if the SWCC 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 SWCC without it being possible for the SWCC to identify how each member voted.
ARTICLE 8.5 - ABSENTEE VOTING
At any meeting of members, members may transfer their vote on particular issues to a designated proxy by means of a recorded communication to another member.
ARTICLE 8.6 - QUORUM AT MEMBERS’ MEETING
A simple majority of all members present shall constitute a quorum for the transaction of business or of any specified item of business.
ARTICLE 8.7 - MEMBERS CALLING A MEMBERS’ MEETING
If members wish to call a special membership 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 9 - CODE OF ETHICAL CONDUCT
- All members shall take all necessary measures to ensure that the information they purvey to the public is accurate, truthful and impartial.
- All members shall not for any remuneration by a commercial organization permit their identification or membership with the SWCC 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 the SWCC. 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 SWCC is acknowledged but not regarded as the reason they are engaged in these activities.
- Membership of the SWCC shall be conditional on strict observance of the highest standards of conduct. Willful or frequent misrepresentation or inaccuracy, willful 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 SWCC 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 at which at least five members shall be present, including a representative of the Membership Committee and/or the Ethics 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, which shall have the sole power of disciplining members, shall have power to warn, suspend or expel the member against whom a complaint has been made.
- The Membership Committee or the Board 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 or the Board’s 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 twelve (12) months from the date on which notification of the decision was issued.
- In the event that the Membership Committee or the Board determines that a member should be expelled or suspended from membership in the SWCC, 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 Vice 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 SWCC. 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.
- Disputes or controversies among members, directors, committee members, or volunteers of the SWCC are as much as possible to be resolved in accordance with mediation and/or arbitration.
ARTICLE 10 - AMENDMENTS
By-laws may be repealed or amended by a simple majority of members present at the annual meeting of members or at a meeting especially called for the purpose.
The proposed amendment shall be circulated by the Executive Director/General Manager to the membership.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act.
ARTICLE 11 - OTHER PROVISIONS
ARTICLE 11.1 - INDEMNIFICATION
The SWCC 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 SWCC or (b) the fact any such person is or was a director of the SWCC.
ARTICLE 11.2 - CONFLICT OF INTEREST
- Whenever a director has a financial or personal interest in any matter coming before the Board, the Board shall ensure that:
- The interest of such director is fully disclosed to the Board.
- 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 at which such matter is voted upon.
- Any transaction in which a director has a financial or personal interest shall be duly approved by members of the Board not so interested or connected as being in the SWCC’s best interests.
- Payments to the interested director shall be reasonable and shall not exceed fair market value.
- The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
ARTICLE 11.3 - A YEARLY EXECUTIVE DIRECTOR/GENERAL MANAGER EVALUATION
The Executive Director/General Manager’s performance shall be evaluated yearly by the President, Vice President and Treasurer.
ARTICLE 11.4 - CONSTITUTIONAL REVIEW
The Constitution shall be reviewed every five years or as agreed to by the Board. Next review is in 2022/2023.