THE BY-LAWS OF
THE CANADIAN TURKISH MEDIA ASSOCIATION INCORPORATED
In this by-law:
Corporation: means an organization, free of commercial aims, having a set of by-laws, governed by an Executive Committee and formed according to Federal or Provincial Laws of Canada.
Turkish Community: means Turkish speaking people and Canadians of Turkish origin.
ARTICLE 1: NAME AND FUNCTION
- The name of the Corporation is “THE CANADAIN TURKISH MEDIA ASSOCIATION INCORPORATED.”
- The Corporation functions as a media organization mainly in television producing and broadcasting, and other media related business.
- The Head Office of the Corporation will be in ( Toronto) Canada, at a location determined by a resolution o the General Assembly.
- The Corporation shall have a Corporation Seal, which shall be kept at its head office. The Secretary shall be custodian of the seal of corporation, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named u=in the resolution.
- The Corporation is a secular organization, and shall have no political affiliations.
- “The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of a any kind whatsoever for the purpose of furthering the objects of the corporation.”
- The Corporation may acquire, hold and dispose of real property to carry out its objectives. The title to such property shall be held by the Corporation.
ARTICLE 2: PURPOSE
The purposes of the Corporation are as follows:
2.1 “To communicate to Turkish speaking people and Canadians of Turkish origin by producing television programming in Turkish and English where necessary. The corporation aims to provide a strong, healthy, and positive voice for the Turkish speaking Canadians in Ontario. The programming will be informative, educational and entertaining. The corporation will strive to present the best of Turkish culture and customs and be instrumental in claiming our rightful place in the Canadian multicultural mosaic.”
2.2 To facilitate the functioning of the Canadians of Turkish origin, in co-operation and in co-ordination with unity which they believe in and support a democratic, secular society with social justice where the rights of the individuals are respected.
2.3 To support and encourage activities of other Corporations aimed at making Turkish Cultures and Turks better known.
2.4 To encourage, establish and promote closer relations with Canadians and with members of other ethnic communities in Canada, and in this regard to represent the Turkish community in the best possible manner.
2.5 To carry out the efforts it deems appropriate on important cultural, economic, educational, historical, social and religious issues, which closely relate to Turks, and to the Turkish speaking community in Canada.
2.6 Corporation provides education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their corporations and community. They inform the general public—particularly young people and opinion leaders—about the nature and benefits of corporation.
2.7 When appropriate, to co-operate with other organizations and Corporations, within and outside of Canada, which have similar aims.
2.8 LANDMARKS FOR PROGRAMMES
- Religious issues will only be discussed as news items.
- There will be no advertising for alcohol, cigarettes or drugs. Any program that contains and encouraging view of the use of these substances will not be broadcast
- The programming will be free of discrimination and prejudice in terms of religion, race, sex or colour.
- All news items will present and objective viewpoint.
- Any discussion of political issues will include differing viewpoints.
- The discussions of principals are the same as those of Canadian Government’s principals.
- It is restricted to pass judgment or question the integrity of persons and/or organizations.
- All the employees will have equal rights opportunities.
- Broadcasting of any pornographic image and/or video is forbidden.
- The corporation may advertise itself in an indirect manner as it sees fit.
- The copyright of all produced programs belongs to the producer until they are bought. The corporation reserves the right to be the first buyer of the programs.
- Any production of the corporation may only be broadcasted by another party with the permission of the board of directors. The corporation reserves the right to hold any fees collected for such programs.
- The corporation will use its archives as it seems fit for its own benefit.
- The employees may not discuss internal matters outside of the group. Such persons are subject to prosecution under the existing Canadian labor laws.
- Any profits generated by the productions will be invested back in the corporation or used to pay employees’ salaries.
- The corporation is against terrorism of any kind. No rights of expression will be given to such persons or organizations.
- The employees will sign for the acceptance of the above regulations in the presence of a witness. They will not attempt to change or act against these principals.
ARTICLE 3: MEMBERSHIP
A valid condition for membership is commitment of voluntary work in any part of the production and/or broadcasting process at least 3 months. There are 3 kinds or memberships:
3.1.1 Affiliated membership
- Has the voting power in General Assembly
- Has to be continuing as an active volunteer
- Can be a nominee & elected for any position by General Assembly
3.1.2 Candidate membership
- Has no voting power in General Assembly
- Has to be actively participating in production and/or broadcasting
- Can not be a nominee or elected for any position in General Assembly
- May gain Affiliated Member status after serving 3 months actively by the approval of Executive Committee.
3.1.3 Supporting Membership
- Has no voting power in General Assembly
- Honorary membership status, due to their financial or social support
- Entry, to Membership:
“Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation. For the potential members, experience and/or education in TV. Film production and other media related businesses, while not necessary, is an asset.
- The application to membership will be done in writing and should outline the specific tasks the applicant is willing or able to undertake accompanying with the name, address and telephone numbers & e-mail of the applicant with their sigh, as a proof of accepting the by-laws.
- Within three months after the receipt of a duly submitted written application, the Corporation Executive Committee will decide n the application according the input of the applicant to the workforce and available positions or demand of Corporation Executive Committee must be communicated to the applicant in writing.
- The decision of the Corporation Executive Committee must be communicated to the applicant in writing.
Amendment to the By Laws as was decided at the Annual General Meeting on May 25, 2011.
A decision was taken to implement an annual membership fee for the affiliated members at the start of 2011-2012 season. This will be an annual fee of $50.00 ($25.00 for students). The fees are due by the year end. The annual fee may be subject to an increase by a decision of the Executive Committee, providing it does not exceed an increase of 20% annually.
Members, whose annual membership fees are not paid, will lose the right to vote at the General Assembly at the end of the season.
- Qualities of Members:
All the members of the Corporation, as well as all applicants for membership must have and continue to its activities according to the principals and rules set out in this by-law.
- Responsibilities of Members:
Each member of the Corporation is responsible:
- To take part in the direction of the Corporation according to the provisions of this by-law.
- To monitor to ensure that the Corporation is administered according to the aims and procedures set out in this by-law.
- To inform the Corporation Executive Committee about all matters that may come up in this area that concern Turks and the Turkish community.
- When necessary and when requested, to obtain the resources necessary to carry out the activities of the Corporation.
- Unless authorize in writing, not to make written or oral representations in the name of the Corporation or its Executive Committee.
- In its relations with other members to the maintenance of these principals amongst all members.
- Rights of Affiliated Members:
Each member of the Corporation has the following rights:
- To take part in the Corporation General Meetings, to vote, to nominate, and to elect.
- If it observes that the Corporation Executive Committee’s actions are contrary to the founding aims, to caution the Executive Committee. It the caution is not being heeded, to take the necessary steps for convening a Special General Meeting, as provided for in this by-law.
- Resignation and Expulsion form Membership:
3.6.1 Resignation from Membership:
Each member may resign from the corporation membership, following the decision to that effect, of its Executive Committee, or it’s General Assembly, as prescribed in its by-laws; by transmitting the resignation decision in writing to the Corporation Executive Committee.
- Expulsion from Membership:
Any member, whose activities and deportment are determined to be contrary to the purposes and the necessary qualities of members of the Corporation, may be expelled from the Corporation. This determination is to be made by the Executive Committee of the C Corporation.
- Automated Expulsion from Membership
Any member, whose active involvement and participation cease over 3 months, without a declaration of acceptable excuse, will be expelled from membership automatically. Their seats in any administrative bodies of the Corporation will terminate accordingly.
ARTICLE 4: ADMINISTRATION
The following are the administrative bodies of the Corporation:
- General Assembly
- Executive Committee
- Audit Committee
- Regular meetings
- Special meetings
- Regular meetings take place at least once in every calendar year and not more than fifteen months after the holding of the last preceding Annual meeting. The Executive Committee shall fix date and place of the Annual meeting.
- Notice of meetings shall be given by Committee to members, in writing, and at least thirty days in advance.
- Notice of meeting sent by the Executive Committee to the members shall include the following:
- Date, time and place of meeting
- All of the documents relevant to items on the agenda
- Quorum for the meeting are those members present at the meeting
- The President of the Corporation convenes meeting. As first item of business, a Chairman and a secretary are elected by a show of hands for the purpose of conducting the meeting.
- The elected Chairman, according to the circulated agenda conducts meeting. Secretary is responsible for the preparation of the minutes of the meeting. Minutes of the meeting are to be signed by the meeting Chairman and the transmitted to the Executive Committee.
- Except where it is provided for otherwise in this by-law the meetings shall be conduct according to Bourinot’s Rules of Order (Third Edition)
- Items for which prior notice of at least two weeks have been given may be added to the Agenda, with the support of majority of those members present at the meeting. Any additions to the Agenda for which no prior notice have been given, must be items deemed to be exceptional urgency by a unanimous vote of those members present and its addition to the Agenda also require the unanimous consent of members present.
- At each Regular meeting, in addition to any other business, the following will be on the agenda of the meeting and will be considered:
- report of the Executive Committee
- treasure’s financial report
- auditor’s report
- appointing new auditors for the next year
- fixing the auditor’s pay
- Special Meetings:
- Duties and Powers:
- To elect the members of the Corporation organs as prescribed in this by-law
- To enact, amend or revote the Corporation by-laws as necessary, according to the provisions of Article 11
- To consider the reports of the Executive Committee, the Audit Committee and the Councils
- To renew and approve the activities of the Executive Committee and the Councils
- To delegate authority to the Executive Committee, with two third of the members present voting in the affirmative, on acquisition or disposal of Corporation property and assets, as well as to authorize borrowing including the setting of limits of borrowing
- To delegate authority to the Executive Committee on participation of the Corporation in the International activities; as well as on becoming a member or resignation from organizations outside Canada
- To decide or dissolution of the Corporation, according to the provisions of Article 12
- To discharge the duties assigned to the General Assembly according to the Corporation’s by-laws
- To establish the entry fees to de paid by the Corporation becoming members
- The Executive Committee is elected by the General Assembly, with secret ballot, every two years
- Any vacancy in full membership of the Executive Committee, during its term of office, will be filled by the reserve member who had obtained the highest number of votes in the General Assembly
- If reserve members are unable to respond to the request to fill the vacancy, the Executive Committee may fill the vacancy by appointment from among the members of the Corporation
- The number of appointments to the Executive Committee by the Executive Committee under Article 6.2 (c) may not exceed two
- The number of the full members of the Executive Committee drops below 1, within two months, a meeting of the General Assembly for the purpose of electing additional Executive Committee members, shall be called by the Executive Committee
- 5 full and 2 reserve members of the Executive Committee are elected by the General Assembly, from amongst the candidates nominated by the members. The maximum number of candidates that can be nominated by any one member is two
- the quorum for the Executive Committee is three
- May open and close bank accounts
- Ensures that press and media relations, relations with the Governments and other organizations as well as the relations within the community are carried out in a manner that serves the Corporation’s aims
- May ask for the committees activity reports deemed necessary for the Corporation
- Under the authority delegated to it by General Assembly, may buy or sell property and assets
- May deposit and withdraw funds from the bank, and may receive funds from and make payments to third parties. In this regard, the signatures of any two of the President, or Treasurer, or Secretary are sufficient
- May undertake all necessary steps to fulfill the aims described in this by-law
- To govern the Corporation according to the provision of this by-law
- To prepare the annual activity reports for the General Assembly
- At the end of the term of office to prepare the general activity reports and to call the General Assembly to session
- To monitor the activities of the committees
- To maintain the following records:
- membership Registration
- income and expenditure account boos
- minutes of deliberations and resolutions o all organs of the Corporation
- Inventory books
- correspondence and activity reports files of all organs of the Corporation
- any other documentation required by Laws of Canada
- To monitor the financial records of the Corporation and submit and “Audit Report” to the regular meeting of the General Assembly.
- Outside the period of regular General Assembly meetings, if it deems it necessary, to inspect the financial records if the Corporation. Before such an inspection a notice of four weeks is to be given to the Executive Committee.
- If it deems necessary, to make recommendations to the Executive Committee for the corrections of these deficiencies and to monitor that they are corrected.
- If it established that, in its opinion, there are deficiencies and errors in financial matters that they may endanger the financial integrity of the Corporations, and after warning to the Executive Committee, if it is of the opinion that appropriate corrective action is not being taken, to call a special meeting of the General Assembly according to Article 5 of this by-law.
ARTICLE 5: GENERAL ASSEMBLE5.1 Definition:
The General Assembly is composed of affiliated members. It convenes according to the procedures set out in this by-law. The General Assembly is the supreme organ of the Corporation.
5.2 Representation and voting:
Each affiliate member may be represented in the General Assembly with representatives. Voting is carried out on the basis of only the member having the right to vote and each possessing one vote.
The General Assembly has the following two types of General meetings:
5.3.2 Regular Meetings:
The General Assembly may be called to a special meeting at the request of the Executive Committee or the Audit Committee or by writing request, with reasons, of one third of the voting members of the Corporation. The Special General Assembly meeting may only consider items include in the call for meeting. The call for special meeting and the conduct of such meeting shall be according to the provisions of Article 5.3.1 a) to g) inclusive.
The following are the duties and powers of the General Assembly:
ARTICLE 6: EXECUTIVE COMMITTEE
Amendment to the By Laws as was decided at the Annual General Meeting on May 25, 2011.
As of May 2011, The Executive committee will consist of 5 full members and 2 reserve members.
The Executive committee will have the right to nominate members for elections when they are due. The names of the nominees (along with their resumes) must be made available to all members in advance of a General Assembly. Any member with full voting rights will be able to nominate another member as well.
6.3 Officers of the Corporation and their Duties:
a) Five full members who were elected by the General Assembly shall elect, by secret ballot, the following officers of the Corporation amongst themselves:
2 Marketing and Fundraising
b) The following are the duties of the Officers;
The President is the Chief at the Corporation, chairs the Executive Committee meetings and represents the Corporation. Form time to time, he may assign all or part of his duties to one of the other four members.
The Secretary maintains all non-fiscal records of the Corporation.
The Treasurer maintains all fiscal records of the Corporation and is responsible for the proper handling of Corporation funds.
6.4 Power of the Executive Committee:
During the period between the General Assembly meetings held for the purpose of electing the Executive Committee, the Executive Committee is the Corporation’s highest executive organ.
In the name of the Corporation, the Executive Committee:
The following are the responsibilities of the Executive Committee:
Members of the Executive Committee shall not incur any liability for acting as such, or for the acts of Individuals and members in the Corporation.
6.7 Removal of Members from the Executive Committee:
A member of the Executive Committee flay be removed from office for cause. The procedure prescribes in Article 3.6.2 for the expulsion from membership is the procedure to be followed in the removal from office of a member of the Executive Committee.
6.8 Execution of Documents;
Contracts, documents or any instruments in writing requiring the signature if the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint and officer or officers in behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation’s power of attorney to any registered dealer in securities for the purpose of the transferring of and delaying with any stocks, bonds, and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the boars of directors.
ARTICLE 7: AUDIT COMMITTEE
The Audit Committee is responsible to monitor the financial records of the Corporation.
The following are the duties of the Audit Committee;
The Audit Committee is composed of a Chairman and a member, all elected by the General Assembly with a secret ballot. The term of office of the Audit Committee is one year.
The Audit Committee, after the General Assembly meeting at which it is elected, will meet and establish its own procedures, and advise the Executive Committee of these procedures.
ARTICLE 8: ENACTING, REVOKING OR AMENDING OF BY-LAWS
Enacting, revoking or amending of the by-laws may be made only at a regular meeting of the General Assembly, with two-thirds if he voting members voting in the affirmative. To be considered the proposed by-law amendments must be included with the notice of meeting prescribed in Article 5.3.1 (b). Amendment and revoking of by-laws not embodied in the letters patent shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has obtained.
ARTICLE 9: DESSOLUTION OF THE CORPORATION
The decision to dissolve the Corporation may be taken only at a Special Meeting of the General Assembly, called by the Executive Committee of the Corporation in accordance with this by-law, specifically to consider the resolution for the dissolution of the Corporation. The resolution of dissolution must be included with the notice of meeting and must be circulated to the members at lest 30days in advance of the meeting.
For its adoption, the motion to dissolve the Corporation required the affirmative vote of three-quarters of the members of the Corporation. In the event of dissolution or winding up pf the Corporation, all its remaining assets after payment of its liabilities shall he distributed to one ore more recognized charitable organizations in Canada.