(1) Name    The name of the organization (“Association”) is the Canadian Association of Newspaper Editors.

(2) Purpose   The purposes of the Association are —

1. to promote acquaintance among its members and to develop a stronger professional esprit de corps
    
2. to maintain the dignity and rights of the profession;
    
3. to consider and perhaps establish ethical standards of professional conduct; 
    
4. to exchange ideas for the advancement of professional ideals and for the more effective application of professional labours; 
    
5. to work collectively to solve common problems; 
    
6. to promote and protect freedom of expression, including freedom of the press throughout Canada; and 
    
7. to advance the quality of editorial management and content of Canadian newspapers or Canadian news agencies, through — 
    
   1. grouping together editors and/or executives on the editorial staff of Canadian newspapers or news agencies to share information where appropriate relating to the management of the editorial activities of their respective employers and employees; and 
       
   2. developing training and educational courses and products for the professional development of its members.

(1) Classes of Membership    — There shall be three classes of membership — Active Members, Associate Members and Honourary Life Members — which collectively shall be referred to as “members”.

(2) Active Member

1. Any person who is an editor, or who fulfills the functions of an editor, of a Canadian newspaper or Canadian news agency may be elected as an Active Member. 
    
2. For the purposes of these bylaws, the following words bear the corresponding meanings - 
    
   1. “editor” means an active senior editor and any news executive of a newspaper, including a newspaper editor, an executive editor, a managing editor and an editor-publisher, as well as a wire service news executive and such other persons performing substantially similar functions as may be determined by the board of directors of the Association; and 
       
   2. (i) “newspaper” is any newspaper that is or is represented by a member of either the Canadian Newspaper Association or The Canadian Press, or (ii) is a member in good standing of the Canadian Community Newspaper Association or a regional community newspaper association affiliated with it.
   
    
3. Applicants for membership as an Active Member shall file with the Secretary a form of application, and shall be confirmed in the membership by the board of directors.
    
4. In the event any Active Member shall cease to be an editor or cease to fulfill the duties of an editor of a newspaper or news agency, his/her active membership shall cease. However, if the qualification of the newspaper in paragraph ((b)ii) above no longer applies, the membership of such Active Member will be automatically be transferred to being an Associate Member with all the rights and privileges pertaining thereto until the next annual meeting of the Association.
    
5. Each Active Member shall have all the rights of a member of the Association, including the right to exercise one vote at and attend each of the meetings of the members and to receive notice of such meetings.
    
6. The membership of an Active Member may be terminated or suspended by a decision of the board of directors where the board is of the view that the presence of an Active Member at any meeting or in any committee proceedings of the Association might compromise the ability of the members to discuss freely the matters arising in such context.

1. Associate membership will be accorded on decision made annually by the board of directors.
    
2. An Associate Member shall enjoy all the privileges of membership in the Association, except the right to vote.


3. Applications for associate membership will be received in the same manner as applications for active membership.
    
4. Directors shall rule on the type of membership accorded to any individual.
    
5. When an Active Member ceases to be an editor or ceases to fulfill the duties of an editor of a newspaper or news agency, he/she may retain associate membership on payment of the requisite fees as set by the board of directors.

1. Honourary Life Membership may be accorded by resolution of the members on the recommendation of the board of directors. 
2. An Honourary Life Member shall have the rights and privileges accorded by the board of directors which may be determined and altered from time to time.

(1) Annual meetings — There shall be an annual meeting of members of the Association at a time and place to be decided by the board of directors.

(2) Other meetings — The board of directors may call other meetings of members at such place and times as it sees fit.

(3) Closed to Associate Members — Annual meetings of the members of the Association and any other meetings held by the members or the board of directors may, by resolution of the members at such meeting, be closed to Associate Members.

(4) Voting — All matters requiring a vote at meetings of members shall be determined by a vote of the majority of Active or Honourary Members attending such meeting. Notwithstanding B(2)(e) above, while there may be more than one Active Member from the same newspaper or news agency, only one shall be qualified to vote on changes to the bylaws. 

(5) Quorum — The quorum for meetings of the members is twelve of the Active Members then on the rolls of the Association.

(6) Nominating committee — There shall be elected at each annual meeting of the members a nominating committee, recommended by the President, consisting of not fewer than three members whose duty it shall be to nominate candidates for directors to be elected at the next annual election. The chairman of the committee shall make the names of such candidates available to the members by such means as the board of directors may designate. Nominations of candidates for directors may also be presented by the members at the annual meeting.

(7) Notice of meetings — Notice of each meeting of the members, including detailed information concerning any matters to be raised at such meetings shall be sent to each Active Member at least 15 days prior to such meeting.

(8) Proxy voting -- The votes at any meeting may be exercised personally by the Active Member or by proxy, provided such proxy is in writing and is given to another Active Member.

D. BOARD OF DIRECTORS

(1) Establishing the Board and its powers

1. The Association shall be managed by a board of directors.
    
2. There shall be a board of directors consisting of twelve directors elected annually for one-year terms.
    
3. To be a director, a person must be an Active Member who is elected by the members at an annual meeting to serve as a director until the annual meeting following the next annual meeting.
    
4. The board of directors shall have the power to approve membership, to appoint officers and to replace them when vacancies occur; to appoint committees; to disburse the funds of the Association; to engage employees and appoint agents; and to devise and carry into execution such measures as they deem proper and expedient to promote the purposes of the Association and to protect the interests of its members.

1. There shall be a President, an Immediate Past President, a Vice-President and Treasurer, each of whom must be an Active Member each of whom — except for the Immediate Past President — must be a director, who will serve the office faithfully and without remuneration therefore.
    
2. The President shall preside over all meetings of the members and the board of directors at which he/she may be present and shall exercise general supervision and control over the affairs of the Association subject to the approval of the board.
    
3. In the absence of the President, the Vice-President shall perform the duties of his office.
    
4. In addition, the board of directors shall appoint a Secretary who need not be a director or an Active Member. The Secretary shall attend all meetings of the members of the board of directors and shall keep a true record of the proceedings thereof. He/she shall keep a list of the members of the Association and perform such other duties as may be assigned by the board of directors.
    
5. The Secretary, under the direction of the Treasurer, shall receive all monies of the Association, collect any dues that may be imposed on the membership and keep an account of all monies received and expended for the use of the Association.
    

1. Meetings of the board of directors may be held at such time and places as they consider appropriate.
    
2. The President may, when he/she deems it necessary, or the Secretary shall, at the request of five members of the board, issue a call for a meeting of the board upon fourteen days notice.
    
3. Each director shall have one vote. 
    
4. The President shall chair the meetings of the board of directors and shall not vote on any business of the meetings, unless such vote is required to break a tie.
    
5. All matters requiring a vote at a meeting of the board of directors shall be determined by a majority of the directors there attending in person.
    
6. A quorum required for a meeting of the board is three directors.

(5) Committees

E. DUES

F. AMENDMENTS TO BYLAWS