Constitution

As amended and revised by The Aquinian Board of Directors

 

CONTENTS

Article 1. Interpretations

Article 2. Name

Article 3. Concept and purpose

Article 4. Finances

Article 5. Membership

Article 6. The Aquinian Board of Directors

Article 7. Organizational Management

Article 8. Officers and staff

Article 9. By-laws

Article 10. Amendments

Article 11. Ratification

 

Preamble

We believe The Aquinian can unite, strengthen and support the St. Thomas

University community. To avoid any undue advantage to any person or group of

persons that, because of influence, favour, or standing, might otherwise dominate

the organization, The Aquinian embraces and operates on the principles of

collective decision making. To work together effectively and to deliver a valuable

service to the STU community, we will need goodwill, mutual trust and agreed

procedures which foster collective decision-making and responsibility. As such,

we can engage in dialogue, undertake projects and take positions that are in the

shared interests of the officers, Board of Directors, and staff of The Aquinian as

well as the community itself.

We therefore believe that it is our responsibility to ensure The Aquinian remains a

cooperative, and to ensure its procedures and ideas evolve to suit the collective

needs of all members while answering the concerns of each.

As a cooperative, it is also our responsibility to develop and promote these

principles. Together, we have the responsibility to set membership criteria based

upon these principles, and we should continually attempt to help each other fulfill

them, taking into account the realities of student publishing.

We affirm that this Constitution is a living document, and only continual criticism,

refinement, reevaluation and renewal can ensure it remains so.


Article 1 – Interpretations

 

1.01 Definitions

Unless otherwise indicated:

a) The Constitution is the collected articles and by-laws of The Aquinian.

b) Organization means The Aquinian.

c) Constitution means the present Articles and By-Laws as well as any By-

Law of the Organization in effect.

d) Board means the Board of Directors of the Organization.

e) Director means a member of the Board of Directors.

f) Officer means a member of the Organization’s Editorial Board.

g) Staff means any person who has written three or more articles or produced two or more videos for The Aquinian each term, and who is mandated by the Organization to represent the Organization and to perform specific duties on behalf of the Organization.

1.02 Interpretation

a) Terms used in the singular may also refer to the plural, and vice-versa;

those terms applying to individuals also apply to legal entities, particularly

corporations and other non-incorporated groups.

b) Any person interpreting the Organization’s Articles and/or By-Laws shall

respect the terms defined as follows:

i. “Shall” means an absolute obligation.

ii. “May” means a discretionary power, permission but not

obligation. This power is to be exercised in the best interests of the

Corporation and not in an arbitrary fashion.

 

Article 2 – Name

2.01 This organization shall be referred to as The Aquinian Inc., as it has been

known since 1935.

 

Article 3 – Concept and Purpose

 

3.01 The Aquinian Inc. shall be the official, independent student publication of St.

Thomas University (herein referred to as STU). The purpose of this organization

shall be to provide the STU community, faculty, administration, alumni, parents

and all friends of STU with an educational, informative and worthwhile

presentation of STU and the larger campus community in newsprint form. The Aquinian aims to foster a sense of

community at STU by developing and encouraging dialogue on issues of concern

to the community.

The Aquinian embraces and operates upon the principles of collective decision making.

Officers of the Organization maintain that by ensuring goodwill, mutual

trust and agreed procedures which foster collective decision-making and

responsibility, we can deliver a valuable service to the STU community and

provide a model for our colleagues and the university.

Article 4 – Finances

 

4.01 The fiscal year of The Aquinian shall begin May 1 and end April 31.

4.02 A two-thirds (2/3) majority vote by the Board is required to approve The

Aquinian’s budget for any fiscal year.

4.03 At the close of each fiscal year, the Board shall cause to be prepared each of

a:

a) Balance Sheet

b) Statement of Revenue and Expenses

c) Statement of Surplus

d) Statement of Change in Financial Position

4.04 The Board may authorize borrowing of such monies up to $5,000 as needed

to maintain the operation of the Organization.

4.05 Signing authority

a) Contracts, documents or any instruments in writing requiring the

signature of the Organization, shall be signed by the Editor-in-Chief and

Managing Editor and all contracts, documents and instruments so signed shall be

binding upon the Organization without any further authorization or formality,

provided the contracts do not contravene the Constitution.

4.06 The Editor-in-Chief and Managing Editor

may authorize unbudgeted expenditures of up to $200 only as required for the day-to-

day operations of the Organization.

4.07 Fees

a) The Aquinian fee shall be $21 per year for full-time students.

b) The Aquinian fee shall be included in students’ overall tuition under the

term “Media Fees” and be collected by the university.

c) The university shall deliver directly all student fees to The Aquinian

within a timeframe of one month ranging from a full two weeks prior to the

commencement of classes and two weeks thereafter.

d) The Aquinian fee shall not be increased except by unanimous vote by the

Board of Directors during the academic year prior to the proposed increase.

e) The increase shall not exceed $2 per year.

f) Neither the STU Students’ Union, nor any of its elected representatives,

shall have any veto over the increase of Aquinian fees.

g) No fees shall be routed through or handled by the STU Students’ Union

or any of its elected representatives.

4.08 Salaries

a) Honoraria shall be budgeted by the Managing Editor.

b) To ensure each officer receives a fair wage, all officers shall be paid the

same amount.

c) Honoraria shall be ratified by a two-thirds (2/3) majority vote by the

Board of Directors at the first regular meeting of the fiscal year.

d) Honoraria may be adjusted throughout the fiscal year, but shall require

ratification by the Board.

Article 5 – Membership

 

5.01 Shareholders and staff

a) Aquinian shareholders shall be any student who:

i. is enrolled full or part-time at STU;

ii. has paid the fees as prescribed by the Constitution; or

b) Shareholders shall have the right to:

i. vote in elections for member of the Board

ii. submit work to The Aquinian to be considered for publication

iii. have input, through an accountable member of the Board of

Directors, on all matters regarding policy and direction of the paper.

c) The Aquinian staff shall be open to any full or part-time STU student but

may welcome full or part-time University of New Brunswick students, as a staff member at the discretion of the Editorial Board.

Article 6 – The Aquinian Board of Directors

 

6.01 Mandate

a) The Board of Directors shall uphold the Organization’s Constitution and

other policy as set by the Editorial Board.

b) The Board shall manage the property and business of the Organization.

c) The Board shall make budgetary revisions as necessary.

d) The Board of Directors must authorize all unbudgeted expenditures over

$200. The Board may not authorize any single unbudgeted expenditure over

$3,000.

e) Board decisions may be overturned only a subsequent Board decision or

by student referendum.

f) Each Director, and the Board as a whole, shall abide by all Aquinian

motions of policy, and provincial and federal regulations and laws.

g) All meetings of the Board shall be called by the Chair at the discretion of

the Editor-in-Chief, except when unanimous consent of voting members has been

given to do otherwise.

6.02 Composition Of The Board

a) The board shall be composed of the following:

i. The Editor-in-Chief, who assumes the role of Chair (appointed);

ii. the Managing Editor (appointed);

iii. one (1) student representative from each year of study (first,

second, third, fourth), and one student at large (from any year), to be

elected by a plurality vote by the students in each respective year during

spring general elections and/or the fall by-election which shall be

conducted by the Chief Returning Officer of the Student’s Union according

to all by-laws and policies regulating Union activities (5 elected)

b) All of whom shall be voting members, with the exception of the Editor-in-

Chief. The Managing Editor shall only vote in case of a tie vote.

6.03 Board Members’ Duties

a) Directors shall have read the Constitution before their term commences.

b) Each Director is responsible for attending all board meetings, as they are

called by the Chair.

c) The Board shall collectively file a year-end written report to the future

Board on activities undertaken during their term and make recommendation for

the future prosperity of the Organization.

d) Directors shall consult on a regular basis with the Editor-in-Chief and the

Editorial Board to ensure the paper is being operated in the interests of The

Aquinian Inc. and its shareholders.

e) The Board shall seek resolution to any and all formal complaints and

legal disputes regarding or against The Aquinian Inc.

f) Two Directors shall meet once per term with the Editor-in-Chief and the Managing Editor

g) The Board shall appoint the Editor-in-Chief as prescribed by Article 8.

6.04 Duties Of The Executive

a) Chair:

i. The Chair shall act as spokesperson of the Organization for

matters pertaining to the Board of Directors.

ii. The Chair shall be by default the Editor-in-Chief of The Aquinian.

iii. The Chair shall be responsible for calling and chairing all

meetings of the Board.

iv. In the absence of a Chair, or in the event the position of Editor-in-

Chief becomes vacant, the Vice-Chair shall act as interim chair.

b) Vice-Chair:

i. The Vice-Chair shall be elected from among the voting members

of the Board of Directors by the voting members of that Board.

ii. The Vice-Chair shall be responsible for taking over the duties of

the Chair in the event that the Chair cannot fulfill his or her duties

iii. The Vice-Chair shall also provide support to the Chair as needed.

c) Treasurer:

i. The Treasurer shall be by default the Managing Editor of The

Aquinian.

ii. The Treasurer shall be responsible for providing a financial report

at each regularly scheduled Board meeting.

iii. The Treasurer is responsible for making financial

recommendations to the Board.

iv. The Treasurer shall act as a signing authority on all financial

documents.

e) Secretary:

i. The Secretary position shall be fulfilled by either the Editor-in-Chief or the Managing Editor.

ii. The Secretary shall be responsible for keeping minutes at all

regular Board meetings.

iii. The Secretary shall compile the organization’s minutes and

maintain the Constitution and other legal material.

 

6.05 Eligibility To Hold A Board Position

a) To be eligible to serve as a voting member of the Board of Directors a

person shall be:

i. a STU student;

ii. a full or part-time faculty member employed by STU;

iii. the Editor-in-Chief;

the Managing Editor; and/or

b) With the exceptions of the Editor-in-Chief and Managing Editor, no

other Director shall hold any other paid positions within The Aquinian.

c) Each Director must be able to legally contract.

6.06 Persons Entitled To Be Present

a) Regularly scheduled meetings of the Board are open to all shareholders,

however emergency meetings and the hiring process are private.

6.07 Quorum

a) To ensure fairness and equality, quorum at a Board of Directors meeting

shall be a simple majority of voting members of the Board (4 voting directors)

b) A Board meeting shall not proceed without:

i. The Chair or Vice-Chair;

ii. at least three (3) other representatives.

c) In the event that there are only three (3) voting members sitting on the

Board at any given time, the Chair shall retain the right to vote for all votes.

d) In the event that the Board of Directors must decide on the dismissal or

appointment of an officer of The Aquinian (including but not limited to the Editor-in-

Chief and the Managing Editor) and/or a Director of the Board quorum shall be

2/3 of voting members of the Board.

6.08 Frequency Of Meetings

  1. a) The Board of Directors shall meet at least four times per fiscal year.

 

6.09 Emergency Board Meetings

a) The Chair must give at least 48 hours notice to the Directors before an

emergency meeting of the Board can begin.

6.10 Proxying Votes

a) Directors shall be allowed to proxy their votes to another voting Director

with the approval of the Chair.

b) Proxies shall not count towards quorum.

6.11 Minutes

a) Minutes shall be compiled by the Editor-in Chief or Managing Editor within two weeks of each Board meeting.

b) Minutes shall be made available to the membership within fourteen (14)

days of them having been approved.

6.12 Conflict Of Interest

a) Directors are expected to recognize situations where their personal

interests are, or may appear to be, in conflict with the best interests of the

Organization, and to excuse themselves from discussion and decisions in which

they have a fiduciary or complimentary interest.

b) Other Directors may also request a Director’s absence if they can

identify a potential conflict of interest.

Article 7 – Organizational Management

 

7.01 Editor-in-Chief

a) While embracing and operating under the principles of collective

decision making, and understanding the realities of student publishing, the Editor-in-

Chief is the highest executive authority and is to provide leadership, call and

preside over meetings, represent the paper outside of the organization in a

dignified manner and deal with any problems that arise within the organization.

b) The Editor-in-Chief is to have a copy of the descriptions of all staff

positions and Board of Directors on file when these positions are filled.

c) The Editor-in-Chief, after consulting with the Editorial Board, may:

i. choose at least one informal faculty consultant-at-large; and

ii. consult with them on matters of leadership and/or procedure and

programmes.

d) In the event of the position becoming vacant:

i. The Managing Editor shall assume responsibilities; or

ii. in the absence of an Editor-in-Chief and Managing Editor, a

temporary editor is elected by a two-thirds (2/3)majority by the voting

members of Board of Directors (referred to as the Board herein) and may

function as Editor-in-Chief pro-tempore; until

iii. a permanent editor is chosen by the voting members of Board of

Directors in a unanimous vote.

e) Shared editorship is allowed with the unanimous approval of the voting

members of the Board.

f) The Editor-in-Chief is a voting member of the Board, only in the event of

a tie. In the event of the shared position of Editor-in-Chief, The Aquinian will only

retain a single vote in the processes of the Board.

g) The Editor-in-Chief, along with the Managing Editor, shall be a member

of any commission or committee concerned with hiring or human resource policy,

except where such membership presents a conflict of interest for the officer.

h) The Editor-in-Chief shall act as a mediator in the event of disputes

between or regarding Aquinian staff.

i) The Editor-in-Chief, along with the Managing Editor, shall coordinate regular evaluations, or check-ins, with each Officer for giving feedback and hearing concerns.

7.02 Managing Editor

a) The Managing Editor, under the direction of the Editor-in-Chief, shall

administer all financial affairs of The Aquinian. All funds shall be deposited into

the organization’s bank account (currently with Bank of Montreal), and all

disbursements shall be made by cheques drawn upon this fund by the Managing

Editor and authorized by the Editor-in-Chief as per the budget approved by the

Board.

b) All money raised by The Aquinian staff, including the money earned by advertisements, will remain private funds of the newspaper and do not fall under the possession of Student’s Union nor the university.

c) The Managing Editor is responsible for preparing and submitting budget

requests to the Board.

d) The Managing Editor is required to attend all Board meetings and submit

an Aquinian financial report to all members of Board at that time.

e) The Managing Editor is required to:

i. renew on an annual basis and maintain the paper’s incorporation

status with Service New Brunswick;

ii. ensure the Organization budgets for, obtains and maintains libel

and liability insurance;

iii. Based upon necessity and at the discretion of the Editor-in-Chief, hire a Distribution

Manager or company; and

iv. ensure, in coordination with the Distribution Manager, that the

paper is delivered on a regular basis, in a timely and professional manner,

to the STU and Fredericton communities.

f) The Managing Editor is responsible for:

i. filing all relevant personnel documents at The Aquinian office

including contracts and evaluations; and

ii. shall maintain documents and ensure the confidentiality of these

documents; and

iii. shall pass on relevant documents to that representative’s

successor.

g) The Managing Editor, along with the Editor-in-Chief, shall be a member

of any commission or committee concerned with hiring or human resource policy,

except where such membership presents a conflict of interest for the officer.

h) The Managing Editor, along with the Editor-in-Chief, shall coordinate regular evaluations, or check-ins, with each Officer for giving feedback and hearing concerns.

i) The Managing Editor, along with the Board, shall ensure that Aquinian

hiring procedures are conducted in accordance with the law.

j) The Managing Editor shall ensure that end-of-term reports are

distributed to the appropriate officers and Board members.

7.03 All other officers are selected by the Editor-in-Chief in consultation with

his/her appointed hiring committee (as set out below)

7.04 All officers are selected by the Editor-in-Chief in consultation with his/her

appointed hiring committee, which:

a) shall consist of no less than two (2) other officers from the previous

year’s Editorial Board, unless no officers from the previous year’s Editorial Board

apply for re-appointment; and

b) shall be appointed in a timely fashion to ensure proper training

commences

c) The position of Editor-in-Chief shall be advertised for two weeks, and

must be hired by the third week of February.

d) The Editorial Board position shall be advertised for no less than 2 weeks,

and must be hired by the second week of March.

7.05 The Editorial Board

a) Positions on the Editorial Board will be limited to enrolled STU students. Officers of this organization shall include, but may not be limited to: the Editor-in-Chief; the Managing Editor; the editors of News, Features, Arts, Sports, Photo, Layout and Video; and any other official editors assuming editorial positions and hired by the Editor-in-Chief.

b) The Editorial Board shall be the group responsible for assembling each

issue of the newspaper. They shall be hired by the Editor-in-Chief in accordance

with the regulations set out in this Constitution in Article 8, Section 8.01 (e).

c) The Editorial Board shall meet at least once per week at the discretion of

the Editor-in-Chief and Managing Editor.

d) Editorial Board positions shall be granted to officers of The Aquinian.

However, the Editorial Board, by unanimity, may appoint to the Editorial Board

other students including the Distribution Manager, webmaster, or temporary

positions from outside the Organization.

7.06 A faculty consultant will serve as a student support and leadership system, the

mechanics of which must be agreed upon by both the Editor-in-Chief and the

faculty consultant. The faculty consultant(s) shall not in any

way intervene in the editorial affairs of The Aquinian and its Editorial Board.

Article 8 – Officers and Staff

 

8.01 Appointment of the Editor-in-Chief and Managing Editor and other officers

a)The Editor-in-Chief is appointed by the Board annually by unanimity.

b) They are to be selected during winter term and undergo a period of

training under the current Editor-in-Chief and editorial staff.

c) The Board shall determine the length of this training period.

d) The Editor-in-Chief shall be responsible for:

i. selecting all officers including, but not limited to, the editors of

News, Features, Arts, Sports, Photo, Layout and Video; and any other officers the Editor-in-Chief so decides upon when hiring.

A senior writer position may also replace the video position if an extra editor and writer is needed.

ii. choosing the number of staff positions, as well as the title and

duties of each position.

e) The Editor-in-Chief may change officers from within the Organization at their will and dismiss an officer, with the express support of the Board by a two-third (2/3) majority vote, if performance is unsatisfactory, but:

i. the positions must be opened campus-wide at least one time during

the academic year.

ii. If such a change has not occurred, it must occur before the end of

the winter term and must be done at a time to allow for appropriate training

for all new staff.

f) New officers will require a period of training, effective immediately

upon hiring new editors, before they may begin full duties.

g) If a vacancy occurs in either the office of Editor-in-Chief or the

Managing Editor, the Board shall select a replacement.

i. The Board is responsible for advertising this opening campus-wide.

ii. If this vacancy occurs prior to the winter term, the position(s) will

be reopened by the Board during the fall term.

iii. If the vacancy occurs after the beginning of the winter term, the

Board is not required to reopen the position(s), and can decide to appoint

officers from within the organization.

iv. Officers are to take full office no later than the week after the final issue of the paper is published.

8.02 Status and Rights

a) Staff shall:

i. to maintain their status, have written three (once every week unless circumstances permit otherwise) or more articles for The Aquinian each term; with the exception of the Layout, Photo and Video positions.

ii. Layout, Photo and Video positions be encouraged to write when they are able.

ii. represent the Organization according to the principles of the

Constitution in all work undertaken on behalf of the Organization;

iii. perform specific duties on behalf of the Organization;

b) Staff shall have the right to:

i. maintain the rights to all notes taken during all work undertaken on

behalf of the Organization; but shall

ii. submit notes to the Editorial Board, and not any other

organization, court, or authority, under the direct instruction of the officers

of the Editorial Board, especially but not exclusively the Editor-in-Chief.

c) The Organization shall maintain and exercise all rights to stories

published in The Aquinian newspaper.

8.03 The officers of The Aquinian may, by a two-thirds (2/3) majority, vote to

terminate staff status in the event that any member misrepresents or brings into

disrepute the image, reputation, or credibility of the Organization.

8.04 Resignations

a) In the event of the resignation of an Aquinian officer, the Editor-in-Chief

shall call for nominations for a replacement, and:

i. if the resignation(s) occurs prior to the winter term, the position(s)

will be reopened by the Editor-in-Chief during the fall term;

ii. if the resignation(s) occurs after the beginning of the winter term,

the Editor-in-Chief is not required to reopen the position(s), and can decide

to appoint officers from within the organization;

iii. in the event that the Editor-in-Chief is not successful in choosing

a replacement, one shall be appointed by the Board of Directors at the next

regular Board meeting. An appointment to a vacant position by the Board

shall require a two-thirds majority vote of the Board.

8.05 Impeachment

a) The Editor-in-Chief and/or Managing Editor may be removed from

office by a two-thirds vote of both the Editorial Board and the Board of Directors.

b) The Board shall consult with a faculty consultant at least fourteen (14) days before

any motion to impeach the Editor-in-Chief and/or and shall

immediately notify the membership of the Board.

c) If the impeachment vote is successful, applications for the position shall

be opened immediately following the regular procedures as stated in Article 8,

Section 8.01 (h).

Article 9 – By-Laws (click here)

 

9.01 Adoption of By-Laws

a) The Aquinian’s officers must approve by a two-thirds majority any bylaws

during a staff meeting.

b) Members must have 24 hours notice of this meeting in the form of a

written agenda.

c) Adopted by-laws take effect immediately.

9.02 Ratification of By-Laws

a) All by-laws must be ratified by a two-thirds (2/3) majority vote by

Directors with voting privileges at the next regular Board meeting.

b) Any and all by-laws which go un-ratified are nullified effective

immediately.

Article 10 – Amendments

 

10.01 Amending the Constitution

a) Amendments to or revisions of this constitution must be approved by a

two-thirds majority vote of The Aquinian’s officers during a staff meeting.

b) Members must have a 24 hours notice of this meeting in the form of a

written agenda.

c) The amendment(s) must then be approved by a two-thirds (2/3) majority

by the Board at the next regular Board meeting.

d) The Directors of the Board can bring forth amendments without the

unanimous approval of The Aquinian’s officers, however, can only be ratified by a

unanimous vote by the Board.

Article 11 – Ratification

 

11.01 This constitution shall become effective upon ratification by unanimous

vote of The Aquinian officers followed by a two-thirds (2/3) majority approval of

the Board.

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