Draft By-laws: January 2015
(posted May 3, 2015, revision posted October 25, 2015)
Information & Policies of the Parrsboro Radio Society
The object of the Parrsboro Radio Society is to provide a volunteer-run radio station service for the public and businesses within the reach of the PRS station.
1 – Upon payment of a one-time per year PRS membership fee of (revised from $20.00) $10.00 membership established; membership not transferable and may be renewed annually with payment of (revised from $20.00)$10.00 paid on or before the first General Meeting of the year.
2 – A member has the right to attend any members meeting, hold office and receive copies of all minutes with the exception to the executive Directors Meetings.
3 – Membership shall cease upon receipt of notice, non-payment of dues or by decision of the Board of Directors; any PRS member who willingly and knowingly causes embarrassment and/or damage to the PRS or any of the membership will have their membership reviewed by the Board of Directors.
4 – Membership is maintained in good standing by the paying of dues, payment of other duly established fees, attendance at at least 50 % of all duly called PRS General Meetings and respectful support of the object of the PRS. Any member of the PRS Board failing to attend four (4) consecutive meetings will forfeit their position on the Board.
5 – Honorary Membership may be accorded to members to whom the PRS owes special recognition. As application for Honorary Life Membership may be made on behalf of any member of the PRS and such application is to be submitted to the Secretary of the PRS.
6 – PRS MEMBERSHIP DUES: (a) Annual Dues: The rate of the annual dues for the PRS is set at the time of the year’s closing General Meeting of the membership; upon a recommendation from the Executive of the Board of Directors, the membership will vote on the amount of the dues for the succeeding year. Dues for the year following that meeting may be paid in advance; however, no receipt will be issued until January 01 of the year for which the dues are provided.
7 – AGENDA FORMAT: The PRS agenda format will contain the following nine (9) items: 1 –call to order; 2 –attendance; 3 –approval of agenda; 4 –acceptance of the minutes of the last meeting; 5 –receiving of committee reports; 6 –receiving of officers reports; 7 –old business; 8 –new business; 9 –adjournment. The agenda will state the date, time and place of the meeting. All accounts (renewing and new) that become past due by thirty (30) days are subject to late charges of two per cent (2 %) per month and any member may be refused membership privileges if her/his account is in arrears more than thirty (30) days.
(b) Remission of Dues: All matters concerning remission of dues shall be dealt with on an individual basis by the Executive of the Board of Directors.
PRS General Meetings
8 –The PRS shall annually conduct an Annual General Meeting (AGM) of the membership on or before the last day of March.
9 –The PRS shall conduct a Semi-Annual Members Meeting (SAGM) of the general membership subsequent to the AGM on or before the calendar year’s end.
10 –A Special General Meeting (SGM) may be called at the discretion of the President or the Board upon the written request of twenty per cent (20%) of the PRS members.
11 –Seven (7) days notice is required to give notice to the membership of the date, time, place and nature of any meeting of the PRS including any Special General Meeting or Special Resolution.
12 –Twenty per cent (20%) of the membership at a meeting shall constitute a quorum.
13 – At any PRS meeting a member shall have one (1) vote.
14 –A motion is carried at a general meeting by a simple majority vote, except for a Special Resolution for which a three-quarters (3/4) majority is required.
15 –The following items shall be included in the agenda of the SAGM (Special Annual General Meeting)
(i) projected budget for the subsequent calendar year;
(ii) reports from all committee chairpersons;
(iii) any business brought forward by attending members.
16 –The following items shall be included in the agenda of the AGM:
(i) comparison (previous and current) financial statements for the year;
(ii) election of Officers of the Board of Directors;
(iii) determination (appointment or election) of committee chairpersons;
(iv) reports from all committee chairpersons;
(v) appointment of an auditor and/or counsel for the ensuing year
(vi) any business brought forward by attending members.
17 –Any 20% of members may ask the Board for a SGM by a written submission which states in brief, the purpose of such a meeting.
18 –The management of the day-to-day activities of the PRS shall be at the discretion of the Officers of the Board; the management of the annual activities of the PRS shall be vested in the Board who exercise powers as may be required; not expressly those of the purview of the general membership.
19 –The number Amendment to paragraph 19: It has been agreed by the majority of the executive that a maximum of seven (7) directors is sufficient. All directors shall retire from office at the dissolution of the AGM and be replaced by those who have been elected during the AGM.
20 –The elected Officers of the PRS Board shall be the Secretary/Treasurer (may be as one (1) person) the Vice President, the President; two Members at large and the Station Manager (who if paid for services may continue to be an officer but does not have voting privileges)
21 –A vacancy arising in the Board may be filled by the Board by appointment from the membership for the balance of that term
22 –Any member of the PRS may, by Special Resolution, replace a director.
23 –The Board shall hold a minimum of two (2) meetings per year.
24 –At least one-half (1/2) of all directors must be present at Board meetings to transact business.
25 –The President/Chair is not entitled to vote at a Board meeting.
Officers of the PRS Board
26 –The Officers of the PRS as elected by and from the general membership shall be:
(i) the Secretary and Treasurer;
(ii) the Vice President;
(iii) the President;
(iv) the two (2) Members at large;
(v) the Station Manager (may be a paid position).
27 –The President is also the Chair of the Board of the PRS.
28 –The President of the PRS shall;
(i) be responsible to the PRS for its effective administration;
(ii) convene all meetings of the PRS and the PRS Board.
29 –The Vice-President of the PRS shall:
(i) fulfill the responsibilities of the President in her or his absence;
(ii) be the chairperson of the Nominating Committee.
30 –The Secretary of the PRS shall:
(i) perform all secretarial tasks of the PRS;
(ii) maintain the correspondence, minutes of all PRS meetings,
books and records pertaining to the PRS and make them
available for perusal by members having been given
(iii) inform Directors of Board meetings;
(iv) maintain election materials and ballots as required.
31 –The Treasurer of the PRS shall:
(i) execute or cause to be executed, all financial tasks of the PRS in accordance with general accounting practices;
(ii) prepare financial statements for all general meetings of the PRS whenever asked to do so by the President;
(iii) prepare and present a Projected Budget at the time of the SAGM;
(iv) prepare and present a Budget Comparison Statement at the Time of the AGM;
(v) execute or cause to be executed all payments of bills as authorized.
32 –The 2 Members-At-Large shall:
(i) attend all meetings of the PRS Executive, PRS Board, General meetings,
(ii) provide membership guidance and lesion with the general membership.
33 – The Executive Committee consists of the Officers of the Board who may deal with matters arising between regular meetings of the Board. When dealing with matters relevant to a specific Committee the Chair of that committee shall be included in the discussions and deliberations.
34 –Operating Expenditures, Loans and Borrowing power of the Board will mean that:
(i) the Board may authorize expenditure and bank loans up to Five thousand dollars ($5,000.00);
(ii) expenditures and loans in excess of five thousand dollars ($5,000.00) must be approved by the PRS members at a general meeting;
(iii) disposition of assets with an assessed value over one thousand dollars ($1,000.00) must be approved by the members as a Special Resolution at a general meeting.
35 –PRESIDENT: may serve on the Executive for a recommended maximum of five (5) consecutive years only two (2) of which may be as President, except at the annual discretion of the PRS Board; is responsible for all meetings; has the general and active management of the PRS affairs; represents the PRS in all matters as approved and directed by the Officers of the Board of Directors; is the chair of all Executive and general meetings; provides reports at every Executive meeting and every general meeting as required by the PRS By-Laws
36 –VICE-PRESIDENT: is elected for a one (1) or two (2) year term and may serve on the Executive for a maximum of five (5) consecutive years except at the annual discretion of the PRS Board; shall, in the absence or the disability of the President, perform the duties and exercise the powers of the President; shall perform other duties as called upon by the Officers of the Board of Directors; shall act as Chairperson of the Nomination Committee; provides reports at every Executive meeting and every general meeting as required by the PRS By-Laws.
37 –SECRETARY: is elected for a one (1) year term and may serve on the Executive for a maximum of five (5) consecutive except at the annual discretion of the PRS Board; shall keep all minutes of all meetings, shall receive all reports from all PRS Chairpersons, shall receive and keep copies of all in-coming and out-going correspondence of the club, shall provide notice of all meetings of the PRS and perform other such duties as called upon by the Executive of the PRS; provides reports at every Executive meeting and every general meeting as required by the PRS By-Laws.
38 –TREASURER: is elected for a one (1) year term and may serve on the Executive for a maximum of five (5) consecutive years except at the annual discretion of the PRS Board; shall receive all monies of the PRS and deposit same into the PRS bank account, shall provide the secretary with a report at every meeting of the Executive and at all general meetings; at the Semi-Annual Meeting and the Annual Meeting shall provide the reports as required by the PRS By-Laws.
Audit of Accounts
39 –The designated auditor shall make a written report upon the balance sheet and operating account, and shall state whether, in his or her opinion, they are a full and fair accounting as required by the PGC.
40 –Any reports upon request and a payment of $5.00, shall be available to all members at the time of the AGM. Also, a copy of the balance sheet, audited by the auditor, showing the general particulars of liabilities and assets and a statement of income and expenditure in the proceeding year shall be available.
Reports to Registar
41 –Unless otherwise directed by the Registrar of the Joint Stock Companies (JSC) within fourteen (14) days of an AGM, a statement shall be forwarded to the JSC which will include an updated list of Directors (with addresses, occupations, and dates of election or appointment) and the Auditors Report. Unless directed by the Registrar, Special Resolutions must also be reported to the JSC within fourteen (14) days. Articles may be amended by Special Resolution and reported to the Registrar.
42 –Proxy Votes
(i) a member may carry no more than two (2) proxy votes to any one PRS meeting;
(ii) a proxy vote does not indicate member attendance or contribute to the required 50% for membership good standing.
Forfeiture of Membership
Any member who willingly and knowingly causes embarrassment and or damage to the Parrsboro Radio Society and Board of Directors duly elected by membership by any Act designed to cause harm to Parrsboro Radio Society will be requested to submit resignation.
Any member of any Board of Executive Committee who fails to attend four consecutive meetings will forfeit their position on such board.