(as amended February 8, 2003)
1. The name of the Corporation shall be Canadian Mennonite Publishing Service.
2. The head office of the Corporation shall be located in the city of Waterloo, in the Region of Waterloo and Province of Ontario, Canada.
3. The Corporation shall establish such other offices and agencies elsewhere within Canada as the Board of Directors may deem expedient by resolution.
4. The seal of the Corporation shall have the words "Canadian Mennonite Publishing Service" endorsed thereon.
5. Membership in the Corporation shall be limited to those persons who contribute the minimum membership fee as set by the Corporation and to members representing conferences as follows: Mennonite Church Canada, a minimum of four members; Mennonite Church Eastern Canada, a minimum of one member; Mennonite Church Manitoba, a minimum of one member; Mennonite Church Saskatchewan, a minimum of one member; Mennonite Church Alberta, a minimum of one member; and Mennonite Church British Columbia, a minimum of one member.
6. The affairs of the Corporation shall be under the management of a Board of twelve Directors as follows:
Twelve directors to be elected by the members of the Corporation from a slate of nominees. Four directors shall be elected from the members representing Mennonite Church Canada, one director from the members representing Mennonite Church Eastern Canada, one director from the members representing Mennonite Church Manitoba, one director from the members representing Mennonite Church Saskatchewan, one director from the members representing Mennonite Church Alberta, one director from the members representing Mennonite Church British Columbia, and three directors to be elected from other members of the Corporation.
The Editor/Publisher shall participate as an ex-officio member of the Board of Directors with no voting rights thereat.
7. Seven Directors present at any meeting shall constitute a quorum.
8. The term of office shall be three years. Directors shall be eligible to serve a maximum of nine years consecutively.
9. The Board of Directors shall have the authority in the interim to fill any vacancies which occur on the Board.
10. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that five day's notice of such meeting shall be sent in writing to each Director.
11. Directors, as such, shall not receive any stated remuneration for their services, but, by resolution of the Board, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Board.
12. Directors may exercise all such powers of the Corporation as are not by the Canada Corporations Act or by these by-laws required to be exercised by the Members at general meetings.
13. Directors shall have power to authorize expenditures on behalf of the Corporation and to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for charitable purposes as prescribed by the Board of Directors.
14. The Board of Directors shall take such steps as they may deem requisite to enable the Corporation to receive donations and benefits for the purpose of furthering the objects of the Corporation.
15. The officers of the Corporation shall be a Chair, Vice-chair, Secretary and Treasurer. The offices of Secretary and Treasurer may be held by the same person.
16. The officers of the Corporation shall be appointed by the Board of Directors following each annual meeting of Members. These officers shall hold office for one year or until their successors are appointed.
17. The officers plus one or two additional members, appointed by the Directors, shall constitute a five-member Executive Committee of the Board. The Executive Committee shall have all the powers of the Board of Directors during the intervals between meetings, except such restrictions as may be imposed at any meeting of the Board of Directors.
18. The Chair shall preside at all meetings of the Corporation and of the Board of Directors. The Chair shall see that all orders and resolutions of the Board are carried into effect, and shall also perform such other duties as may from time to time be determined by the Board.
19. The Vice-chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as may from time to time be determined by the Board.
20. The Treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of financial transactions. The Treasurer shall render to the Directors at the regular meeting of the Board, or whenever they may require it, an account of the financial position of the Corporation. The Treasurer shall also perform such other duties as may from time to time be determined by the Board.
21. The Secretary shall attend all sessions of the Board and all meetings of the Members and act as clerk thereof and record all votes and minutes of all proceedings. The Secretary shall be custodian of the seal of the Corporation, and shall also perform such other duties as may from time to time be determined by the Board.
22. Seven Members present at any meeting shall constitute a quorum.
23. The annual meeting of the Members of the Corporation shall be held at a place and time determined by the Board of Directors. At such a meeting, the members shall elect a Board of Directors, and shall receive reports from the Directors and the Editor/Publisher.
24. Fourteen days prior written notice shall be given to each member of any annual or special meeting of Members.
25. A Member may appoint as a proxy any other Member to vote at any annual or special general meeting, provided that no member shall be entitled to hold or vote more than 10 proxies.
26. A financial year end of the Corporation shall be the 31st day of December in each year.
27. By-laws of the Corporation may be enacted, repealed or amended by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds of the Members present at a meeting called for the purpose of considering the said by-law.
28. The Members shall at each annual meeting appoint an Auditor to audit the accounts of the Corporation to hold office until the next annual meeting.
29. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by the Chair or Vice-chair and the Secretary or Treasurer, and all by-laws, contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed by any officer or officers appointed by resolution of the Board of Directors.
30. The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and in default of confirmation at such annual meeting of Members shall at and from that time cease to have force and effect.
31. The foregoing by-laws of Canadian Mennonite Publishing Service have been amended in Edmonton, Alberta this 8th day of February, 2003.
In witness whereof we have hereunto set our hands in Edmonton, Alberta this 8th day of February 2003.
Chair or Vice-chair
Secretary or Treasurer