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ARTICLE EIGHT

OFFICERS:

8.1              Titles and Qualifications: The officers of the Ethnic Press Council of Canada shall consist of the Chairman of the Board (the “President”), First Vice-President of the Board, the Secretary, the Treasurer and such other officers (including one more Assistant Secretaries and Assistant Treasurers) as the Board may from time to time elect or appoint, who shall perform such duties, exercise such powers determine. The President and the Vice-President shall be chosen from the directors and each may hold office only so long as he remains a      Director. Any two (2) or more officers may hold by the same person, except That the same person shall not be President and Vice-President.

8.2              Election and Term of Office: The Board shall elect Officers. The term of office for each officer shall be for a period of two (2) years or until his successor is elected or appointed or until his death, resignation, disqualification or removal, whichever shall first occur.

8.3              Resignation: Subject to contract obligations, if any, any officer may resign at any time by delivering a written resignation to the Secretary. Any such resignation shall take effect upon such delivery unless otherwise specified therein.

8.4             Removal: The Board may remove any officer at any time. Such removal shall be without prejudice to any contract rights of the person so removed.

8.5              Vacancies: The Board may fill any vacancy in any office at any time for the unexposed portion of the term.

8.6              Powers and Duties: The officers of the Ethnic Press Council of Canada shall assume such power and duties, except as may be modified by the Board, as generally pertaining to their respective offices and such other powers and duties as from time to time may be prescribed by the Board. Any officer may be required by the Board to give bond, at the expense of the corporation, for the faithful discharge of his duties, in such form and amount and with such surety as the Board may determine.   In furtherance and not in limitation of the generality of the foregoing, and subject to the direction of the Board, the powers and duties of the respective officers shall be as follows:

(a) President: The President shall preside at all meetings of the members And the Board, and shall be the chief executive of the Ethnic Press Council of Canada.  Subject to the direction of the Board he/she shall:     

   (i) Have general charge of the activities, affairs and property of the   Ethnic Press Council of Canada.   

                 ( ii ) have the power and responsibility to employ, retain, promote, Dismiss and supervise the employees and other agents of the Ethnic Press Council.                                 

                    (iii) See that all orders and resolutions of the Board are carried into Effect; and     

                     (iv) Perform such other duties and have such other powers, not Inconsistent with these by-laws, as may be assigned to him from Time to time by the Board. 

                     (b) Vice-President: The first Vice-President shall, at the request or in the Absence or disability of the President, perform the duties and exercise    The powers of the President.

                     (c) Secretary: The Secretary shall:

                          (i) Have custody of the records and documents of the Corporation, Which shall at all reasonable times be open to inspection by any Director; 

(ii) Have custody of the seal of the Ethnic Press Council of Canada;  

(iii) Cause all notices to be duly given in accordance with the provisions  Of these by-laws and as required by law;

(iv) Keep the minutes of all meetings of the members, the Board and  Any committees thereof; and

                         (v) Keep a record of the names and addresses of the members and  Directors.

                      (d) Treasurer:   The Treasurer shall:

                         (i) have care and custody of the funds and securities of the Ethnic Press Council of Canada;

                                  (ii) Deposit all monies received by the Ethnic Press Council of Canada In the Ethnic Press Council of Canada's bank account in such Banks, trust companies or other depositories as from time to time  May be approved by the Board;

                        (iii) Have charge of the disbursement of the funds of the Ethnic Press Council of Canada in accordance with the directions of the Board;

                      (iv) Keep complete and correct records of account, including a record Of receipts and disbursements of the Ethnic Press Council of        Canada. Which shall be at all reasonable times open to inspection  By any director; and

                         ( v ) render to the Board whenever requested a report of the financial   Condition and operations of the Ethnic Press Council of Canada. 

                       (e) Patron:  There shall also be the honorary office of Patron. The Patron shall be appointed by the Board after ratification by the General membership.

8.7             Agents and Attorneys: The Board shall have power from time to time to Appoint agents or attorneys for the Ethnic Press Council with such power of   Management or otherwise (including the power to appoint as may be thought Fit).

8.8              Fidelity Bonds: The Board may require such officers, employees and agents of the Ethnic Press Council of Canada as the Board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and which such surety as the Board may from time to time prescribe.

ARTICLE NINE

PROTECTION OF OFFICERS AND DIRECTORS:

       9.1      Limitation of Liability: No director or officer of the Ethnic Press Council of Canada. Shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee, or for joining in any receipt or other Corporation through the insufficiency or deficiency of title to any property    Acquired by order of the Board for or on behalf of the Ethnic Press Council, Or for the insufficiency or deficiency of any security in or upon which any of  The monies of the Ethnic Press Council shall be invested, or for any loss or Damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Ethnic Press Council shall be deposited, or for any loss occasioned by any error of  Judgment or oversight on his part, or for any other loss, damage or   Misfortune whatever which shall happen in the execution of the duties of his Office or in relation thereto unless the same shall happen through his own Willful neglect or default.

9.2             Indemnity: Every director and officer of the Ethnic Press Council and his heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Ethnic Press Council from and against:

(a) All costs, charges and expenses whatsoever that such director or officer Sustains or incurs in or about any action, suit or proceeding that is  Brought, commenced or prosecuted against him for or in respect of any   Act, deed, matter or thing whatsoever made, done or permitted by him in Or about the execution of the duties of his office; and

(b) all other cost, charges and expenses that he sustains or incurs in or about Or in relation to the affairs of the Ethnic Press Council of Canada; Except such costs, charges or expenses as are occasioned by his own Neglect or default.

ARTICLE TEN

MEETINGS OF MEMBERS:

     10.1       Annual Meeting: An annual meeting of the members of the Ethnic Press  Council of Canada shall be held not later than eighteen (18) months after The incorporation of the Ethnic Press Council and subsequently at least once In every calendar year and not more than fifteen (15) months after the Holding of the preceding annual meeting. At every annual meeting, in addition to any other business which may properly come before the meeting, The following business shall be transacted:

                   (a) The Board shall present an annual report detailing the activities of the Ethnic Press Council of Canada during the immediately preceding fiscal Year, which report shall include the financial statement for such fiscal Year prepared in accordance with Canadian generally accepted Accounting principles consistently applied; and

                   (b) Auditors shall be appointed for the ensuing year and their remuneration Shall be fixed by the members or the Board shall be authorized to fix    Their remuneration.

10.2                 Place and Time: The annual meeting of members shall be held at the place and time to be determined by the Board.

10.3                 Special Meetings: The Board shall have the power to call for a special meeting of members at any time. The Board shall call a special general meeting of members on written requisition of members carrying not less than thirty percent (30%) of the voting rights.

10.4                 Notice of Meeting: Except as otherwise required by law, written notice of each meeting of members shall be given to each member, addressed to such member at the address which appears on the records of the Ethnic Press Council, not less than fourteen ( 14 ) and not more than sixty ( 60 ) days before the scheduled date of such meeting. Each such notice shall state the time and place of the meeting and, in the case of a special meeting, the Purpose for which the meeting is called and by whose order it is Called in order to allow a member to form a reasoned judgment. No notice of Any meeting need to be given, however, to any such member 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 adjournment is taken. No business may be transacted at any special meeting except as specified in  The notice thereof. Any business, which might have been transacted at a Meeting may be transacted at any reconvened meeting.

10.5                 Meeting Without Notice: A meeting of members may be held at any time and place without notice if all members entitled to vote thereat are present in person or represented by proxy or waive notice or, otherwise consent to, such meetings and matters may be considered which the Ethnic Press Council of Canada at a meeting of members may transact.

10.6                 President and Secretary:  The President of the Board, if present, shall be President of any meeting of members.  If the President is not present within fifteen minutes ( 15 ) from the time fixed for holding the meeting, the First Vice-President shall be President.   If none of such officers is present at such time, the members present shall choose one of their numbers to be President of the meeting.   The Secretary of the Ethnic Press Council shall act as secretary of the meeting.  If the Secretary is not present, the President of the meeting shall appoint some other person to act as secretary.  In the event of a tie in the number of votes cast for and against a motion, the President of the meeting shall have a second or deciding vote.

10.7                 Persons Entitled to Be Present:  The only persons entitled to attend a meeting of members shall be those entitled to vote thereat, the auditors of the Ethnic Press Council of Canada and others who, although not entitled to vote, are entitled or required under any provision of the Act or the letters patent or By-laws to be present at the meeting.  Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.8                  Quorum:  Except as otherwise required by law, the members present at any meeting of members entitled to vote thereat, holding at least fifty-one percent (51%) of the votes of all members shall be necessary to constitute a quorum for the transaction of business.  In the absence of a quorum, a majority of such members present or by proxy or, if no member is present, any officer of the corporation present, may adjourn the meeting for a period of time not exceeding twenty (20) days.

10.9                 Voting:  Except as otherwise required by law or the charter or by-laws of the Ethnic Press Council of Canada, all matters acted upon at any meeting of the members shall be decided by majority vote of those members entitled to vote.  Unless a poll is demanded by any member, every question shall be decided in the first instance by a show of hands and a declaration by the President that a resolution has been carried or not carried and an entry to that     Effect made in the minutes of the meeting shall be admissible in evidence as    Prima facie proof of the fact without proof of the number or proportion of    Votes cast in favor or against such resolution.   The demand for a poll may be Withdrawn, but if a poll is demanded and not withdrawn, the question shall be   Decided by a majority of votes of the members represented at the meeting and  Such poll shall be taken in such manner as the President shall direct and the Result of such poll shall be deemed to be the decision of the Ethnic Press Council of Canada with respect to the matter being dealt with.  Each voting   Member shall have the right to exercise one (1) vote.

10.10               Proxies:  At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject of any restrictions expressed in the instrument which appointed him, the same voting rights that the member appointing him would be entitled to exercise if present at the meeting.  Either a form of proxy or a reminder of the right to use a proxy should be attached to the notice of meeting going to all voting members.  A proxy must be a member.  An instrument appointing a proxy shall be in writing and shall be acted on only if, prior to the time of voting, it is deposited with the secretary of the corporation of the meeting or as may be directed in the notice calling the meeting.

10.11                Adjournment:  The President at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.

ARTICLE ELEVEN

FINANCIAL MATTERS:

11.1                   Financial Matters:  The Ethnic Press Council of Canada shall depend on Annual membership fees from its members and from unconditional aids, gifts           And contributions.  All financial aids should be received in an official manner And should be put in the Ethnic Press Council of Canada's account.

11.2                  The Ethnic Press Council of Canada shall open a Bank Account registered in the name of the Ethnic Press Council of Canada All chouse written by the Ethnic Press Council of Canada should be endorsed or signed by the President or Vice-President and the Treasurer of the Ethnic Press Council of Canada.

11.3                  The annual membership is $ 20.00 (Twenty Canadian Dollars) per year or as from time to time may be decided by the Board of Directors and ratified by the general membership.

11.4                  The new financial year shall begin on January 1^st and it will end December 31 of each year.

11.5                  In the event of dissolution or winding-up of the Ethnic Press council of Canada, all its remaining assets after payment of its liabilities shall be distributed to one or more organizations in Canada carrying on similar activities.

ARTICLE TWELVE

GENERAL RESOLUTIONS:

12.1                    The by – laws or any article of its articles may be amended after a special The executive committee to discuss such amendments calls meeting.    Decisions to be taken in regard to such amendments shall be acted upon After they have been agreed upon by not less than two thirds (2/3) of the Votes cast.

12.2                   The Ethnic Press Council of Canada. Shall take a permanent place and logo to Be printed on its letterheads and membership I. D. Cards which is issued to The members.

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