Meetings of the Board

A. Failure to give notice
  1. No action undertaken or resolution made by the Board shall be considered or rendered invalid, or otherwise considered ineffectual by reason of
    1. (a) omission or failure to give notice to any Director;
    2. (b) any Director not receiving notice; or
    3. (c) any error in any notice that does not material or substantially affect the meaning of the notice.

B. Announcement
  1. Regular Meetings of the Board shall be publicised to the Membership.
  2. At the least, regular Meetings of the Board shall be publicised by
    1. (a) posting a notice to the electronic mailing list to which Members of the Station are subscribed (<ckxu-members-l@uleth.ca>); and
    2. (b) posting to the Web site of the Station, including any appropriate forum for announcements.
  3. The Board may, at their discretion,
    1. (a) include in any such notice a summary of the business to be considered; or
    2. (b) publish, following a regular Meeting, a summary of the business considered.
  4. If the Board determine to publish a summary of the business considered at any Meeting of the Board, they shall also determine the means by which such a summary shall be published.
    1. (a) In no case shall a summary of any in camera session be published in any such summary.

C. Presiding Officer
  1. If the President, by reason of absence or inability to act, is unable to preside at a Meeting of the Board, §5.04 of the By-laws of the Society shall, mutatis mutandis, apply.

D. Discharge of secretarial duties
  1. In the case of the absence of the Secretary or her or his inability to act, the Directors shall, from amongst their number and not excluding the Executive Director but excluding only the presiding officer, elect a secretary for the duration of that meeting, who shall likewise be responsible for the preparation and distribution of the minutes.

E. Regular and special Meetings
  1. The Board may, at their discretion, distinguish between ‘regular’ and ‘special’ Meetings of the Board.
  2. Regular Meetings of the Board are those Meetings that are called and convened in order to consider the regular business of the Society.
(2) Special Meetings of the Board are those Meetings that are called and convened in order to consider some special matter not normally part of the regular business of the Society.
03(1) Regular Meetings of the Board shall be open to the Membership and to other interested persons.
(2) Special Meetings of the Board shall be in camera unless otherwise determined thereby.

F. Election of Executive Officers and Committee members
01(1) If Directors Elect are present at a Meeting of the Board prior to the commencement of their term, they may, at
their discretion, elect Executive Officers at that time; and the terms of Executive Officers shall commence
with the commencement of term of the Board.
(2) Executive Officers shall, at the latest, be elected at the first Meeting of the Board following the commence -
ment of the term ; and the terms of Executive Officers shall commence upon election.
02(1) The foregoing shall, mutatis mutandis, apply to the appointment or election of
(a) the Fund-raising Co-ordinator;
(b) the Grants Research Co-ordinator;
(c) the Marketing Co-ordinator; and
(d) Directors to sit on standing committees of the Society (viz., the Finance, Fund-raising, Grants Research,
and Marketing Committees, and all and any other standing committees the Board may re -
solve to strike).

G. Absences and regrets
Absences
01(1) If a Director is absent from three consecutive Meetings of the Board, or if her or his attendance at Meetings
drops to less than two-thirds (⅔), he or she may be subject to discipline as the Board may determine.
Regrets
02(1) If a Director submits her or his regrets for three of six consecutive Meetings of the Board, he or she may be
subject to discipline as the Board may determine.
H. Agenda
01(1) Agenda for regular Meetings of the Board shall be distributed or otherwise made available to the members
not less than two (2) calendar days prior to the date of any Meeting of the Board.
(2) Agenda may be distributed or otherwise made available to the members of the Board less than two (2) calen -
dar days prior to the date of an Meeting in the case of a special Meeting for which there has been less than
seven (7) days notice or upon consent in writing of a majority of Directors.
(3) Agenda shall be prepared as per the template found at <http://www.ckxu.com/bod/templates/>.
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I. Form of motions
01(1) All motions, whether formal or informal, shall, as necessary, address the who, what, where, and when of that
which the Directors are resolving to undertake.
Formal motions (motions submitted to an agenda)
Resolutions
02(1) Motions submitted to the agenda of a Meeting of the Board shall be in the form of a formal resolution ( ‘Be it
resolved, That [some action be undertaken]’).
(2) If the motion orders or directs someone, especially an employee, to undertake some action on behalf of the
Society, the word ordered may be used in place of resolved.
Preambles
03(1) An explanatory preamble (in the form of ‘Whereas [description or explanation]; therefore’) is not required of
formal motions, but in the absence of such the mover shall explain the intent of the motion.
(2) If included, preambles are to be descriptive or explanatory in nature, and are to be directed to why the motion
is being made.
(3) Preambles that the Board determine to be tendentious, argumentative, or biassed shall be struck from the motion
by a simple majority vote of Directors present.
Informal motions (motions arising from the business of a meeting)
04(1) Motions submitted for consideration during the course of a Meeting of the Board may be informal in nature
and written so as to indicate how they arose from the business at hand (e.g., ‘Mr X read Ms Y’s letter of
resignation and moved “that the Board accept Ms Y’s resignation.”’), but shall in any case be written down
by the Secretary and the exact text read back to the Directors prior to the taking of any vote.
(2) Simple motions, such as motion to adopt the agenda or to adjourn, may likewise be cast informally (e.g., ‘The
President called for a motion to adjourn and Mr Z moved “that this meeting of the Board of Directors of the
CKXU Radio Society adjourn.” The motion was carried without debate and the meeting adjourned at 8:05
P.M.’)
J. Minutes
01(1) The Secretary shall keep an accurate account of the proceedings and deliberations of all and any regular
Meetings of the Board, save only for such sessions at which it is manifestly clear that minutes are not neces -
sary (e.g., a strategic planning or other session for which the outcome is to be a report), including minutes of
any in camera session that might be declared.
(2) Minutes shall be prepared either in point or in paragraph form at the discretion of the Secretary or as directed
by the Board, but shall in either case present a clear and accurate account of the proceedings and deliberations
of the Board and of any resolutions undertaken thereby.
02(1) Minutes of Meetings of the Board, whether regular or special, shall be made available to Directors not later
than the time at which the agenda for the next regular Meeting is distributed or otherwise made available, and
minutes from any in camera session, including any special Meeting of the Board, shall be kept separate from
the rest.
(2) Minutes for regular Meetings of the Board shall be prepared using the template for minutes found at
<http://www.ckxu.com/bod/templates/>.
03(1) Minutes shall be made available to Directors in a manner authorised by the Board.

(2) The Secretary shall ensure that a current and complete record of all minutes is kept and shall ensure that the
minutes of any in camera session are kept separate from the rest; which minutes shall be kept in a secure
place in the office of the Executive Director.
K. Inspection of minutes
01(1) Members of the Society shall be permitted to inspect the minutes of Meetings of the Board, excluding only
those of any in camera session or any part of any Meeting that has been declared in camera, upon application
to the Secretary; which inspection shall occur within the offices of the Executive Director and shall be sched -
uled for not less than two (2) business days from the date of receipt of the request by the Secretary, and which
minutes are not to be removed therefrom nor are they to be copied except upon express consent of the Secretary,
in writing or otherwise, upon consultation with the President, and who shall also give specific direction,
including direction to the Executive Director or any other Director, or the Station Manager, as to the time or
times at which such minutes are to be inspected.
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