Planet Publications Incorporated Be it enacted as a by-law of Planet Publications Incorporated (hereinafter referred to as the “Corporation”) as follows: I DEFINITIONS 1.01 Definitions: In this by-law and all other by-laws; a) “the Act” means the Corporations Act of the Province of Ontario or any other statute which may be substituted therefor, as amended from time to time; b) the Letters Patent” means the Letters Patent of Incorporation of the Corporation as from time to time amended or restated; c) “the Board” means the Directors of the Corporation; d) “Directors” means Directors of the Corporation; e) “the University” means the University of Toronto; f) “the Community” means the University of Toronto community comprising registered students, alumni, students accepted for re-admission, faculty, staff and administrators; g) “member” means member of the Corporation; h) words importing the singular number of the masculine gender shall include the plural number of the feminine gender or the neuter gender, as the case may be, vice versa, and references to persons shall include firms and corporations unless the context requires otherwise; i) all words defined in the Act shall have the meanings given to such words in the Act. II OBJECTS 2.01 Objects: • The Corporation shall serve the Community by publishing a newspaper.* • The Corporation shall maintain financial self-sufficiency so as to be free from the pressure of outside interests. • The Corporation shall draw its members from Community.* • The Corporation shall encourage any member of the Community who wishes to participate in the operation of the corporation.* • The newspaper shall provide a representative picture of the constituent groups of the Community.* • The newspaper shall maintain high standards of usage, design, and photography. • In order to promote political and social awareness and activity, the newspaper shall provide a truthful, fair, comprehensive, intelligent, and responsible accounts of the events, as well as seeking the truth behind the facts. • The newspaper shall foster intellectual development and clarify the goals and values of individuals, of the University, and of society.* • The newspaper shall protect the basic rights of the individual regardless of race, religion, colour, sex, place of origin, nationality, sexual orientation, or political beliefs, and provide a medium through which the individual can freely express himself.* • The newspaper shall recognize the balance that must exist between the public's right to know and the individual's right to privacy. • The newspaper shall recognize the confidentiality of sources subject to Canadian law. • The Corporation shall provide a system which will allow staff to participate in the decision-
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making process of the Corporation. The Corporation shall provide entertainment and cultural enrichment. The Corporation shall promote social interaction among the members of the Community. The newspaper shall assist in the bringing together of buyers and sellers of goods and services through the medium of advertising. The Corporation shall publicize its objects and activities in order to gain recognition and acceptance of same. The Corporation shall have the power to accept donations, gifts, legacies, and bequests.*
* Those objects marked with an asterisk are embodied in the Letters Patent. 2.02 Dissolution: Voluntary dissolution of the Corporation will be authorized if two-thirds of the membership give consent.* Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property will be turned over to the University of Toronto Varsity Fund.* III HEAD OFFICE, SEAL AND NAME 3.01 Head Office: The Head Office of the Corporation shall be in the City of Toronto, in the Municipality of Metropolitan Toronto, in the Province of Ontario, and at such place therein as the Board may from time to time determine. 3.02 Seal: The Seal of the Corporation shall be in such form as appears in the right side margin of this page. 3.03 Name: The Corporation shall publish a newspaper known as the newspaper. IV MEMBERSHIP AND DUES 4.01 Members: Any member of, and only members of, the Community may become members of the Corporation. Up to the day of publication of the 14th edition of the newspaper in any single fiscal year (April 1 to March 31), members shall include all those members of the Community who have contributed to at least onehalf of those editions already published in the fiscal year, with a minimum of three contributions. After the publication of the newspaper in any single fiscal year, a member shall be deemed to be any member of the Community who has contributed to at least six different editions of the paper in that fiscal year, and any member so qualified shall remain a member until October 31 of the following fiscal year subject to section 4.04. Former Directors and Editors who contributed to at least one edition of the paper in that fiscal year shall be deemed to be members. Criteria of what constitutes a contribution shall
be set in a standing resolution which shall be drafted and approved by the Editor-in-Chief. The Editorin-Chief shall interpret said criteria and shall cause a list to be prepared which shall contain the names of the members and said list shall be conspicuously posted in the Head Office of the Corporation and shall be updated every month. Appeals regarding the Editor-in-Chief's decisions on membership can be made by any person who feels that some member of the Community has been unjustly included or excluded. The Board shall review and may alter the members' list accordingly, but in any case the decision of the Board and/or the Editor-in-Chief must be posted with the members' list for a period not less than thirty days. The Editor-in-Chief shall cause said members' list to be published in the newspaper prior to meeting of members held to interview candidates for the position of Directors which shall proceed every election. At the beginning of said meeting of members, the members shall approve the last available members' list by two-thirds majority vote. If they do not approve the members' list, the members shall have the power to amend the list and may exclude any person from the list or add any person to the list with a two-thirds majority vote as long as such a decision is based on an interpretation of the criteria established by the Editor-in-Chief or any new criteria established by the members of said meeting. 4.02 Directors: The Directors shall be deemed to be members of the Corporation during their respective terms in office. 4.03 Dues: There shall be no dues or fees payable by members of the Corporation. 4.04 Termination and Transfer: The interest of a member of the Corporation is not transferable and lapses and ceases to exist upon his death or when he ceases to be a member of the Corporation or when the member ceases to be a member of the Community unless membership has been deemed given pursuant to section 4.02. V ELECTIONS 5.01 Annual Election: Annual Elections will be held to elect the Editor-in-Chief for the following fiscal year, at a date to be determined by the Board with the following restrictions: The Annual Elections will be held on a Monday, no earlier than the first Monday following the first week of classes after Reading Week in the Faculty of Arts and Science, and no later than the second Monday in March. The date of the Annual Election must be announced at the Annual General Meeting, except in the year that this by-law is approved, when the date shall be announced at the time the by-law is approved. 5.02 By-elections: By-elections shall be held on the third Monday following the time at which it was determined that a byelection be held. 5.03 Election of Directors: Directors shall be elected by members on the same day as the election of the Section Editors pursuant
to Section 8.03 and shall serve for the following fiscal year and in the case of by-election, Directors shall be elected by the members to serve for the remainder of that fiscal year, pursuant to section 6.05. 5.04 Nominations: Applications for the position of Editor-in-Chief must be received by the Chief Returning Officer no later than one week before the election day. 5.05 Procedure for Elections: A special meeting of members will be held to interview candidates for the positions of Editor-in-Chief on the Thursday immediately preceding annual elections or any by-elections. Candidates must post a platform (5 pages or less) at the Head Office of the Corporation one week prior to the election. Elections will be conducted by secret ballot and all members shall have a single vote. There will be no proxy voting. The polling will open at Noon and close at 7:00 p.m. on the designated day. A clear and comprehensive explanation of the voting procedure shall be posted in the polling station and the Chief Returning Officer must remain in the station at all times during the voting and is required to answer all questions about voting procedure and to prohibit campaigning or loitering in the polling station. The polling station shall be a place on the St. George Campus of the University as designated by the Chief Returning Officer. The Chief Returning Officer must make provision for voting by members from the Erindale and Scarborough Campuses of the University. The voting itself will be conducted according to a modified Hare-Spence system as documented in the Corporation Election Manual appended to these by-laws. 5.06 Candidates running for the position of Director must post a platform (1 page or less) one week prior to election date. VI BOARD OF DIRECTORS 6.01 Power and Duties: The affairs of the Corporation shall be overseen by a Board of Directors. 6.02 Eligibility: Each Director shall at the time of his nomination and election to office be a member of the Corporation and of the Community. 6.03 Number: The Corporation shall have five Directors. 6.03 a) The Editor-in-Chief will serve as a Director during his term. 6.04 Vacancies: By-elections will be held if the number of Directors is less than the number required by the Board's quorum pursuant to section 5.02. The Board's quorum shall be five members. 6.04 a) If the Editor-in-Chief's position becomes vacant, the remaining Board members shall
have the power to call by-elections. 6.05 Removal of Editor-in-Chief: Removal of the Editor-in-Chief may take place at a special meeting of the members where notice of removal has been given pursuant to section 11.01. The Editor-in-Chief shall be deemed removed from office if at least two-thirds of those present and voting at such a special meeting vote for removal. If the Editor-in-Chief is removed during his term of office, by-elections may be called pursuant to sections 5.02 and 6.04 a). 6.06 Meetings: The Board shall meet at least fifteen times during its term of office and with at least two meetings during the months of April, May, and September and one meeting during the months of June, July, August, October, November, January, and February. The Chairman of the Board shall call meetings in consultation with the other Directors. 6.07 Vote and Votes to Govern: All Directors shall have one vote per motion at meetings of the Board and there shall be no proxy voting. Except as provided elsewhere in these by-laws, at all meetings of the Board, all questions shall be decided by majority vote of the Directors present and voting. 6.08 Procedure: Subject to the Letters Patent, the By-Laws and the Act, the procedure at meetings of the Board shall be governed by Robert's Rules of Order, Newly Revised. 6.09 President, Secretary, Chairman, and Treasurer: The members shall elect a President, Secretary, Chairman, and Treasurer. All of these officers shall serve in these positions for the remainder of the fiscal year or until they are removed from office by a vote of the Directors. During their terms, the President, Secretary, Chairman, and Treasurer cannot hold the position of Editor-in-Chief. VII OFFICERS 7.01 Auditors: An auditor shall be appointed by the Board at the March meeting of the Directors. 7.02 Chief Returning Officer: The Board shall appoint a Chief Returning Officer. The Chief Returning Officer whose appointment is subject to ratification at the next meeting of members. The Chief Returning officer shall oversee the election procedure and see that such election is conducted in the most fair and impartial manner possible. 7.03 Editor-in-Chief:
There shall be one Editor-in-Chief who shall hold a position on the Board of Directors. The Editor-inChief cannot hold the position of President, Treasurer, Secretary, or Chairman. VIII BUREAUS 8.01 Powers and Duties: The implementation of policy approved by the Editor-in-Chief and the day-to-day decisions and work of the newspaper shall be carried out by teams, called bureaus, consisting of members of the Corporation and other people interested in participating. Each member shall be required to join at least one bureau. 8.02 Organization: The number, size, and duties of the bureaus shall be determined by the Editor-in-Chief so that the various functions and projects of the newspaper are effectively and efficiently accomplished. 8.03 Section Editors: The positions of News Editor, Arts Editor, Photo Editor, Features Editor, Sports Editor, and Production Manager will be filled by an election of the members to take place two weeks after the election of the Editor-in-Chief. These leaders shall coordinate the activities of their bureaus and serve to communicate with other teams and the Editor-in-Chief. If the Editor-in-Chief deems any team leader incapable of performing his duties, he may dismiss that team leader, though he must notify the board on doing so. 8.03 a) A Section Editor can revoke the decision for dismissal of the Editor-in-Chief by two-thirds majority vote pursuant to section 9.03. The Editor-in-Chief may move to dismiss any section Editor on only two occasions. 8.04 Meetings: Each Section Editors shall hold frequent meetings during which members of the bureau can have an opportunity to participate in the decisions affecting the bureau's work. Action to be taken by a bureau shall be determined by a consensus of bureau members present and approval of the Editor-in-Chief. IX MEETINGS OF MEMBERS 9.01 Board Meetings: The monthly meeting of the Board shall be held at the Head Office of the Corporation or elsewhere on the university campuses as the Board may determine pursuant to section 6.06. At every meeting, in addition to any other business that my be transacted, the report of the Business Manager, the financial statements and the report of the auditors shall be presented. The Directors may consider and transact any business either special or general without any prior notice thereof. Members may at any time attend Board Meetings. 9.02 Special Meetings: The Corporation may hold other meetings of members during the year, and they shall be held at the Head Office of the Corporation or elsewhere on the University Campuses as the Board may determine and at such time as the board shall appoint. At these meetings, the members may consider and transact any business either special or general without prior notice thereof. At least one Director who is not the
Editor-in-Chief must be present at all special meetings. 9.03 Calling Meetings: The Editor-in-Chief shall have the power to call a meeting of members. A member shall have the power to cause the Board or the Editor-in-Chief to call a meeting of members if the member secures the signatures of at least ten members on a requisition specifying the reasons for the special meeting. Upon receipt of such a requisition, the Board or the Editor-in-Chief shall call a special meeting of members within fourteen days pursuant to section 9.02. 9.04 Notice of Members: Notice of meetings and notice of agenda shall be given pursuant to sections 11.01 and 11.02. Notice of meetings shall include the date, time and place of the meeting. Notice of agenda shall include the text of the requisition in the case of a special meeting, and shall include all other questions known or expected to be considered in the case of an annual or other meeting of members. The Board shall be notified, in writing, of all meetings. 9.05 Quorum: Quorum at all meetings of members shall be fifteen members of fifty percent of the membership, whichever is fewer. 9.06 Voting: At a meeting of members, each member shall have one vote. Unless required by the Letters Patent, the by-laws of the Corporation or Act, all questions proposed for the consideration of the members, except questions of procedure, shall be determined by a majority of votes cast by a show of hands. Except as provided in 5.05 herein, proxy voting shall be allowed, if they clearly indicate authorization to a specific person and are signed by a recognized member. 9.07 Procedure: Subject to the Letters Patent, the by-laws of the Corporation and the Act, the procedure at meetings of members shall be governed by Robert's Rules of Order, Newly Revised. 9.08 Ballots: Any member may demand that a secret ballot be held instead of a show of hands in the determination of any question for consideration before the members. Voting shall be conducted pursuant to section 9.06 and 9.07 except that the show of hands will be replaced by a secret ballot. 9.09 Chairman and Secretary: The Editor-in-Chief shall preside as Chairman at a meeting of members. The members shall select among themselves someone who is a member of the Corporation to act as recording Secretary. X FINANCES 10.01
Authorization: Deeds, transfers, licenses, contracts, obligations, certificates, and any other engagements on behalf of the corporation shall be signed by any two of either the President of the Corporation, the Editor-inChief, and the Business Manager, or by any person authorized by the Board, and the Seal of the Corporation shall be affixed to such instruments as require same. Instruments so signed shall be legally binding on the Corporation without further authorization or formality. The Board may by resolution direct the manner in which, and person or persons by whom, any particular instrument, contract, or obligations of the Corporation shall be executed. a)Quorum: Any two members with authorization shall constitute quorum of the transaction of business. 10.02 Bookkeeping: The Directors of the Corporation shall see that all necessary books and records of the Corporation required by the Letters Patent, the by-laws of the Corporation or any applicable statute or law are regularly and properly kept. 10.03 Budget: At each fiscal year end, the outgoing Board and Business Manager shall prepare a proposed budget for the coming fiscal year. Each of the team leaders shall provide information to the Board concerning the proposed expenditures and financial requirements of the respective teams' budgets. The incoming Board and Business Manager shall review the budget and amend and approve the budget. The budget may be amended from time to time by the Board. 10.04 Spending: The funds of the Corporation shall be expended only pursuant to the budget approved by the Board which may be amended from time to time by the Board. 10.05 Fiscal Year: The fiscal year of the Corporation shall end on April 30 in each year. 10.06 Banking: The banking business of the Corporation shall be transacted with such bank as the Board may authorize from time to time, and all such banking business shall be conducted on the Corporation's behalf by the Business Manager, the Editor-in-Chief, and/or the President of the Corporation. 10.07 Credit: The Board may from time to time borrow money on credit of the Corporation or charge, mortgage, hypothecate or pledge all of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure at securities or any money borrowed or other debt, or any other obligations or liability of the Corporation. 10.08 Financial Statements: The Corporation shall comply with the financial statement requirements of the Act. The Corporation
shall cause to be prepared at least the following financial statements at the monthly meetings of the Board: a) Balance Sheet; b) Income and Expense Statement; c) Statement of Cash Surplus for the Period; 10.09 Auditor: The Board shall appoint an auditor pursuant to section 7.01. The auditor shall not be a Director, other officer of employee of the Corporation. The auditor shall audit the books, records and financial statements of the Corporation at fiscal year end and prepare a report that conforms to the requirements of the Act for presentation at the annual meeting of members. The auditor shall receive notice of his appointment within ten days, and shall receive all other notices, documents or other communications given to the members. 10.10 Salaries: The Editor-in-Chief in the 95/96 publishing year shall be paid a total gross pay of $262.50 per publishing week. The Editor-in-Chief shall also be entitled to a salary for three non publishing weeks; the first to be collected before September 1; the second between September 1 and December 31, and the third between January 1 and April 30. The Editor-in-Chief shall receive a total of 10% commission of the sale price of each display advertisement sold by the Corporation to campus advertisers. The Business Manager in the 95/96 publishing year shall be paid a total gross pay of $280 for each publishing week. The Business Manager shall receive a total of 20% commission of the sale price display advertisement sold by the Corporation to local advertisers. Salary for the summer month pay schedule shall be left to the discretion of the Board. The Production manager in the 95/96 publishing year shall be paid a total of $50 per publishing week. News Editor in the 95/96 publishing year shall be paid a total of $150 per month during the fall/winter term with the exception of the months of December and April when they shall receive half of that amount. Features Editor in the 95/96 publishing year shall be paid a total of $100 per month during the fall/winter term with the exception of the months of December and April when they shall receive half of that amount. Arts Editor in the 95/96 publishing year shall be paid a total of $100 per month during the fall/winter term with the exception of the months of December and April when they shall receive half of that amount. Sports Editor in the 95/96 publishing year shall be paid a total of $50 per month during the fall/winter term with the exception of the months of December and April when they shall receive half of that amount. Photo Editor in the 95/96 publishing year shall be paid a total of $100 per month during the fall/winter term with the exception of the months of December and April when they shall receive half of that
amount. Changes in salary shall be recorded by and left to the discretion of the Board. XI NOTICES 11.01 Method of Giving Notice: Any notice, communication or other document to be given by the Corporation to any member of the Corporation under any provision of the Letters Patent, the by-laws of the Corporation or the Act, shall be sufficiently give if it is: a) published clearly and prominently in the newspaper at least ten days, but not more than twenty days, prior to any event of undertaking of which notice, communication or other document is referring; or, b) mailed to the last addresses of the member contained in the books of the Corporation, at least ten days, but not more than twenty days, prior to any event or undertaking of which the notice, communication, or document is referring to; or, c) telephoned to members of left in the form of a message with a person who could be reasonably expected to communicate the message to the member, at least days, but no more than twenty days, prior to any event or undertaking of which the notice, communication or other document is referring. 11.02 Omission, Errors, and Waivers: No error or omission in giving notice of any meeting of members or of any meeting of the Board shall invalidate such meetings or make void any proceedings taken thereat, and any member or Director may at any time waive notice of such a meeting and may ratify, approve and confirm any or all proceedings taken thereat. XII AMENDMENT OF BY-LAWS 12.01 Amendment of By-Laws: The Directors may, by resolution, make, amend, or repeal any by-law not contrary to the Letters Patent, the Act, or any other law of governing statue. 12.02 Members' Approval: The Directors shall submit a by-law, or an amendment or repeal of a by-law to the members at the next meeting of members, and the members may, subject to the requirements of the Act, by a two-thirds majority of the votes cast by the members present, confirm, reject or amend the by-law, amendment or repeal. CERTIFIED TO BE A TRUE COPY OF THE BY-LAWS OF PLANET PUBLICATIONS INC. AS OF JUNE 11, 1995 [signature] Matthew Christian Vadum Editor-in-Chief 1995-996