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ARTICLE FOUR

4.1          Members of The Ethnic Press Council of Canada:

a)   Open to people who are/or have been involved in the Ethnic Media. Members will be subject to the approval of the membership committee and payment of the prescribed fee.

b)   The Board of Directors from time to time may invite people of goodwill who share the objectives of the corporation and are willing to promote the interests of the corporation, to be members.

c)   All membership rights and privileges shall commence for a new member when that person is on the membership list of the national office. All rights and privileges of renewing members shall commence when the membership is renewed on the membership list of the national office.

d)   All active members of the Corporation shall be qualified to be elected as directors or officers of the Corporation and its Chapters and to vote at all annual or special general meetings of the Corporation and its Chapters.

e)   Any member may withdraw from the Corporation by delivering to the Corporation a written resignation.

f)    If a member fails to pay his/her annual membership fee after the expiry of twelve (12) months, he/she shall automatically forfeit membership.

ARTICLE FIVE

MEETINGS OF THE BOARD OF DIRECTORS

5.1              Calling of Meetings: Meetings of the Board for the transaction of such business as may properly come before such meetings may be held at such time and place as the Board may determine. Meetings of the Board may also be called at any time by three (3) directors, one of who shall be the President or the Vice-President of the Board, and shall be held at the principal office of the Ethnic Press Council of Canada in Ontario at such time as shall be determined by the person or persons calling the meeting.

5.2             First Meeting of the New Board: Provided a quorum of directors be present,   each newly-elected Board may without notice hold its first meeting immediately   following the meeting of members at which such Board is elected.

  5.3             Regular Meetings: The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named.

5.4             Observers at Meetings: In the event that a director cannot be present at any meeting of the Board, he may designate, in a written instrument filed with the secretary of the Ethnic Press Council of Canada, a representative to act as observer at such meeting. Observers may attend and join in the discussions at any meeting of the Board but shall not be entitled to notice thereof, shall not have the right to vote thereat and shall not be counted as directors for quorum or any other purposes.

  5.5             President: The President, and in his absence the First Vice-President, shall be President of any meeting of the Board. If none of such officers is present, the directors present shall appoint one of their number as President. In the event of a tie in the number as against a motion at any meeting of the Board the President of the meeting shall have a second or deciding vote.

  5.6             Notice: Written notice shall be given of the time and place of each meeting of the Board and the time, place and purpose of, and person or persons calling, each special meeting of the Board. Such notices shall be given to each director addressed to him at his address as it appears on the records of the Ethnic Press Council of Canada not less than fourteen (14) days before the scheduled date of the meeting. No notice of any meeting need be given, however, to any director who shall attend such meeting or who waives notice thereof in writing before or at such meeting, and no notice need be given of any meeting which is adjourned to be reconvened at another time, provided that the time and place of the reconvened meeting is announced at the meeting at which adjournment is taken. Any business may be transacted at any meeting of the Board, notwithstanding that the notice of such meeting does not specify such business as one of the purposes thereof. Any business, which might have been transacted at a meeting, may be transacted at any reconvened meeting.

5.7             Quorum: Except as otherwise required by law, the presence at any meeting of the Board of fifty percent (50%) of the total number of directors, shall be necessary and sufficient to constitute a quorum for the transaction of Business. In the absence of a quorum, a majority of the directors present, or, if     No director is present, any officer of the Ethnic Press Council of Canada Present, may adjourn the meeting for a period of time not exceeding twenty (20) Days and thereafter from time to time for periods not exceeding twenty   (20) Days, provided that the meeting shall not be adjourned to a date beyond       The date of the next meeting of the Board.

          5.8              Voting: Each director shall have one (1) vote at all meetings of the Board. Except as otherwise required by law or as hereinafter provided, all matters shall be decided by a majority vote of the directors present at the meeting.

ARTICLE SIX

POWERS OF THE BOARD OF DIRECTORS:

6.1           General: The affairs, activities and property of the Ethnic Press Council of Canada shall be managed, directed and controlled by the Board, except as otherwise provided by law or by the Ethnic Press Council’s charter or by laws.

6.2          Gifts, etc: The directors shall have the power to take such steps as they may deem requisite to enable the corporation to require, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Ethnic Press Council of Canada.

  6.3          Borrowing of Money:  The directors may from time to time:

          a)     Borrow money upon the credit of the corporation;

          b)     Limit or increase the amount to be borrowed;

          c)     Issue debentures or other securities of the Ethnic Press Council of Canada;

d)     Pledge or sell such debentures or other securities for such sums at such prices as may be deemed expedient;

                       And

e)     Secure any such debentures, or other securities, or any other present or future borrowing or liability of the Ethnic Press Council, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immovable, property of the Ethnic Press Council and the undertaking and rights of the Ethnic Press Council of Canada; and may delegate all or any such powers to two (2) or  More of the officers and/or directors of the corporation to such extent and in  Such manner as may be provided by the directors at the time of each such     Delegation.

ARTICLE SEVEN

COMMITTEES

The General Assembly:

7.1              Contains all members of the Ethnic Press Council of Canada. The general assembly shall hold its meetings no less than three times a year, upon a call from the Ethnic Press Council's Executive Committee.   The general assembly shall discuss, in its meetings, the Ethnic Press Council's Annual Program; its plans, Policies and any proposals presented to it. It shall take decisions and present any recommendations to the Ethnic Press Council of Canada's Executive Committee. The quorum of the general assembly will be fifty (50%) plus one (1) of the members present. In case the quorum is not complete, a call for the meeting Shall be renewed within two weeks, and if a quorum is not complete for the Third time, the general assembly shall hold the meeting with those members Who answered the call and who are present one hour past the determined Time for    the meeting.        The general assembly of the Ethnic Press Council of Canada may call a Special meeting, upon the consent of the Executive Committee, to discussed    Any matters that are related to the Ethnic Press Council. An endorsed official Request must be presented by at least presented twenty five (25% ) of the Council membership, as a minimum requirement, in order for the special Meeting to be held.

7.2             Executive Committee: The Board may from time to time elect from among its member an executive committee consisting of a minimum of five (5) people.

a)  Powers: During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise all the powers of the Board in the management, direction and control of the affairs, activities and property of the Ethnic Press Council of Canada in such manner as the Executive Committee shall deem best for the interests of The corporation and in all cases in which specific direction shall not have Been given by the Board, May from time to time impose; provided that  The Executive Committee shall have no authority to:

                    (i) Do anything as must by law be performed by      the Board itself;

                   (ii) Submit to members any question or matter requiring the Approval of members;

                        (iii) Approve the budget; and

                        (iv) Adopt, amend or repeal by – Laws.

b) Term of Office: Each member of the executive committee shall serve until his successor shall have been appointed or until he ceases to be a director, whichever shall first occur.

c)  Notice: All member of the Executive Committee must receive seven (7) days written notice, other then by mail, of each meeting of the Executive Committee. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. No error or omission in giving notice of any meeting of the Executive Committee of the Ethnic Press Council of Canada shall invalidate such meeting or make void any proceeding taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

d) Resignation: Any member of the Executive Committee may resign at any time by delivering a written resignation to the Secretary. Any such resignation shall take effect upon delivery unless otherwise specified therein to take effect at a later date.

e)  Removal: The Board may remove any member of the executive Committee at any time.

f)  Vacancies: Any vacancy of the Executive Committee may be filled by the Board from among its members or, for the interval prior to the first meeting of the Board after the vacancy occurs, by the Executive Committee.

g) Procedures: Subject to any restrictions or regulations imposed from time to time by the Board, the Executive Committee may fix its own rules of procedure. The President of the Board shall be the President of the Executive Committee. At any meeting of the Executive Committee,  Matters, unless otherwise required by law, shall be decided by a majority Of the those present and a majority of committee members shall constitute A quorum for the transaction of business.

h) Meetings: Meetings of the Executive Committee may be held at the head office of the Ethnic Press Council of Canada. The Executive Committee shall keep minutes of its meeting in which shall be recorded all action taken by it, which minutes shall be submitted as soon as practicable to the Board. 

i)   Remuneration: Member of the Executive Committee shall receive no remuneration for serving as such but are entitled to reasonable expense incurred in the exercise of their duty.

7.3             Other Committees:  The Board or, if authorized by the Board, the Executive Committee, may from time to time appoint other Committees which shall have such membership and such functions as the Executive Committee, as the case may be, from time to time may determine. Subject to any restrictions or regulations of the Board or the executive Committee, as the case may be, each such committee may appoint its own chairman and other officers and may fix its own rules of procedure. The Board or the executive Committee, in the case of committees appointed by the Executive Committee, may abolish any such committee at any time.  Committee members shall receive no remuneration for serving as such, but are to be reimbursed for reasonable expenses incurred in the exercise of their duty. The Board can remove any member.

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