Article III - Membership

Membership in the National Press Club of Canada Foundation, with all its privileges, shall be $199 per year, payable on or before April 1 in every calendar year. This fee is the same for all categories.
Those eligible for membership include individuals or organizations involved in or related to:

Media:

Those directly engaged in the dissemination of news for public consumption through recognized news media.

Information:

Those employed in the dissemination of information for a professional, commercial or non-government organization or who have regular contacts with the media as a function of their employment.

Government:

Those engaged in the dissemination of information for federal, provincial or municipal governments, embassies, or the Public Service of Canada.

Education:

Teachers in schools of journalism or business communications, or in allied subjects.

News consumers:

Persons who possess a keen interest in media and / or news and who are active in promoting the objectives of the Foundation.

Special fees:

Out of town individuals:

Members who live more than 75 kilometers from Ottawa will be offered membership for half the regular fee.

Seniors:

Members in all categories over 60 years of age, pay $50 membership, plus GST.

Spouses:

The spouse of any regular member will be offered membership for half the regular fee.

Life Members:

The Directors of the Foundation may award Life Memberships to members who have rendered extraordinary service to the Foundation. These Life Members will be offered membership at $10 plus GST.

Students:

who are enrolled in full time courses at University or College are offered memberships at $10 plus GST.

Members over 60 years of age are offered membership for $50 a year, plus GST.

Rights of membership

Members in good standing have the right to participate at all meetings of the Board of Directors and have the right to vote on the election of members of the Board of Directors at general meetings.

Article IV - Officers and Committees

Officers

The officers of the Foundation shall be a president, a vice-president, a secretary, and a treasurer.

Directors

The directors of the Foundation shall consist of up to 15 persons, comprising the aforementioned officers, plus 11 members. Best efforts will be made to seek representation form each category of membership.

President

The president shall preside at all general meetings and Directors' meetings, and shall appoint all chairpersons of committees in consultation with the Board of Directors.

Vice-president

The vice-president shall act for the president with full powers of the president whenever the president is not able to act. In the absence of both these officers from a meeting, the executive may appoint a chairperson from among its members present.

Secretary

The secretary shall keep minutes of all general meetings and Directors' meetings. Such minutes shall be made available to all Directors via E-mail, and to members by request.

Treasurer:

The treasurer shall be the principal financial officer of the Foundation and will provide regular accounts of the fincancial situation to the Directors, and to members by request.

Committees:

Committees will be recruited from among members.

Membership Committee

There shall be a Membership Chair to receive applications for membership, check references where required, present the applications to the Directors at the earliest meeting, and notify the new member of their acceptance.

Other Committees:

Fund Raising
Scholarships
Charles Lynch Awards
Recruiting and Nominating
House
Professional Events
Educational Projects
Multicultural Outreach
Press Freedom Contests
Social and Seasonal Events
Membership Services
External Communications and Promotions
Other committees to be added if, as and when needed.

Article V - Meetings

The annual general meeting of the Foundation shall be held in the National Capital of Canada within two weeks of March 31 at the call of the president or secretary.

Permissive Calling of Meeting

The president or secretary may call a general meeting at any time for the transaction of business requiring the action of a general meeting, and shall give notice by mail and post notice on the web site of not fewer than 14 days before the convening of such a meeting.

Mandatory Calling of Meeting

The president shall call a general meeting within 14 days of receipt by the secretary of a written request for such a meeting signed by not fewer than 50 percent of members in good standing. Such written request shall state the reason for calling a meeting, and the meeting shall be held within six week (42 days) of it being called.
All members of the Foundation in good standing shall be eligible to vote at a general meeting.

Quorum

A quorum for transaction of business at any general meeting shall be no fewer than four (4) members present who are qualified to vote at such a meeting.

Recording Votes

The Secretary will verify that all persons voting are members in good standing. The Secretary will count and record all votes.

Directors' Powers

The Directors shall be the governing body of the Foundation and shall have power to enact by-laws for the management of the Foundation's business, consistent with provisions of this constitution. They shall adopt rules for their own procedure and the conduct of members of the Foundation, and shall act as trustees of the Foundation and its property.
Directors will be nominated by the Nominating and Recruiting committee for approval by the Board of Directors.
Directors will be invited to join the board following a favorable vote by the Board of Directors.
Directors may serve in an unlimited series of renewable one-year terms. Term renewals will be voted on at the annual general meeting by the membership at large.
No director will receive remuneration for his or her services in that capacity.

Signing Officers

The president and treasurer, and other Directors designated by the president, shall sign for withdrawal of funds deposited to the Foundation's account, in accordance with customary banking practice. These signing officers shall be authorized by the Directors to execute on behalf of the Foundation under its corporate seal all necessary deeds, mortgages, leases, contracts, and other documents necessary for the transaction of the Foundation's business.

Director's Monthly Meetings

The Directors shall meet monthly, at a regular time and place, except during the months of July and August when meetings may be held at the discretion of the president. A quorum of the executive for meetings shall be three (3). Extra meetings may be called when necessary by the President or Vice President at the request of any Director.
A quorum for a directors meeting will be three (3). Each director will have equal voting rights

Recording Votes

The Secretary will verify that all persons voting are members in good standing of the Foundation. The Secretary will count and record all votes.

Article VI - Decision Making Process

Rules of Canadian parliamentary procedure shall apply at all meetings.

Fees

Annual membership fees and charges for Foundation services may be redefined by the Directors in accordance with the powers invested in them by the annual general meeting.

Banking

All funds shall be deposited in a chartered Canadian bank, as decided by the Directors.

Corporate Seal

Custody of the corporate seal will be the responsibility of the president, or the secretary.

Fiscal Year

The fiscal year of the Foundation shall start on the first day of January each year, and shall expire on the last day of December next ensuing.

Auditor

An auditor shall be appointed by a majority vote of the qualified members attending the annual general meeting. Through the treasurer, or the executive director, the auditor shall make regular reports to the Directors and to the annual general meeting of the Foundation.

VIII - Nominations and Elections

Nominations to the Board will be made by the Recruiting and Nominating Committee to the Board. The nominations will be voted on by members in good standing attending a general meeting.

IX - General

Every by-law and every repeal, amendment, modification or variation thereof, unless in the meantime confirmed at a general meeting duly called for that purpose, shall have force only until the next annual meeting of the Corporation and in default of confirmation thereat shall from that time cease to have force, and in that case no new by-law or regulation thereof shall have any force until confirmed at a general meeting of the Foundation.

Amendments

Any amendment to this constitution shall become effective only when endorsed by a majority of more than 50 percent of members comprising a quorum at a general meeting consistent with all provisions elsewhere in this constitution.
Proposals to amend the constitution must be made available to the Directors at least 30 days before the convening of a general meeting.

Approval of the Constitution

This constitution has been approved by the founding directors of the Foundation.