Last revision: October 2014
- CORPORATE GOVERNANCE
- MEETINGS OF THE BOARD
- FEES AND EXPENSES
- OFFICERS AND EMPLOYEES
- STATEMENTS IN THE NAME OF THE CORPORATION
- CONTRACTS WITH THE CORPORATION
- SIGNATURE OF DOCUMENTS
- AFFIDAVITS, DECLARATIONS, ETC
- OATH OR SOLEMN AFFIRMATION OF FIDELITY AND SECRECY
- MINUTES AND BY-LAWS
- PENSION FUND
- PENSION FUND INVESTMENT
- SPECIAL RETIREMENT ALLOWANCE PROGRAM FOR CORPORATE EXECUTIVES
- PENSION AND LIFE INSURANCE SCHEMES FOR LOCALLY-ENGAGED EMPLOYEES IN THE UNITED KINGDOM
- PENSION, LIFE INSURANCE AND GROUP HEALTH PLANS FOR LOCALLY-ENGAGED EMPLOYEES IN THE UNITED STATES OF AMERICA
- PENSION PLAN FOR LOCALLY-ENGAGED EMPLOYEES IN FRANCE
- INDEMNITIES TO DIRECTORS AND OTHERS
- CONFLICT OF INTEREST
- EFFECTIVE DATE
(1) In these By-Laws,
a) "Act" means the Broadcasting Act;
b) "Annual Meeting" means the meeting at which the Board approves the Financial Statements of the Corporation for the last completed financial year;
c) "Board" means the Board of Directors of the Corporation;
d) "Body corporate" means a company, corporation or other body corporate wherever or however incorporated as well as a trust or a not for profit organization;
e) "Chair" means the "Chairperson" as set out in Part III of the Broadcasting Act;
f) "Corporate Executive" means an Officer of the Corporation or any other employee who is extended Corporate Executive status upon recommendation of the President and approval of the Board;
g) "Corporation" means the Canadian Broadcasting Corporation;
h) "Director" means a Director of the Corporation;
i) "Entity" means a Body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization.
j) "Executive" means a Corporate Executive or unit or function executive of the Corporation in a salary grade designated as executive.
k) "Financial year" means the twelve months ending on the thirty-first day of March in each year;
l) "Officer" means the President and Chief Executive Officer, the Vice-President(s) and the Secretary and any other persons who may be appointed as such by the Board on the recommendation of the President.
m) "President" means the President and Chief Executive Officer of the Corporation.
n) "Secretary" means the Corporate Secretary appointed pursuant to section 7(1) hereof;
(2) The Interpretation Act, chapter I-21, Revised Statutes of Canada, 1985 and section 9 of the Official languages Act, chapter O-3, Revised Statutes of Canada 1985, apply to these By-Laws.
The seal impressed on the margin hereof is the seal of the Corporation.
(1) The Board
a) Subject to the Act and the By-Laws of the Corporation, the Board is responsible for the management of the business, activities and other affairs of the Corporation and oversees and monitors the same. The Board may from time to time establish by resolution, terms of reference for the Board, the Chair, the President and all the committees of the Board.
b) Pursuant to Section 42(3) of the Act, but subject to Section 41(3) of the Act, the Board authorizes any Officer to act as President during any period when (a) the President is absent - the specific designation to be made by the President; or (b) the office of the President is vacant or the President is incapacitated - the specific designation to be made by the Board; provided that, pending any such designation the Officer in charge of Legal Services, is authorized to act as President in respect of any matter, which in his/her opinion, requires urgent attention. Any acting President shall have all powers of the President unless otherwise restricted by the Act, these by-laws or by the instrument appointing him/her.
c) Resolutions in writing
A resolution in writing, signed by all the directors entitled to vote on that resolution, is as valid as if it had been passed at a meeting of the Board of directors or a committee of directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the Board or the committee.
(2) The Chair:
a) manages the affairs of the Board;
b) approves the President’s travel and hospitality expenses;
c) is authorized to represent and make statements in the name of the Board of Directors, and in consultation with the President and CEO, in the name of the Corporation.
d) may designate any committee chairperson as the Chairperson’s delegate on all matters except presiding over meetings of the Board of Directors.
(3) Further to Section 42(1) of the Broadcasting Act and subject to the authority and direction of the Board, the President shall have responsibility and general authority for the management of the business, activities and other affairs of the Corporation and is authorized:
a) to hire and terminate the Corporation’s employees and to determine their remuneration, retirement leave, termination, severance and severance pay or other separation indemnity, suspension for cause or dismissal;.
b) to specify the powers and duties of the other Officers of the Corporation and to terminate their mandate;
c) to appoint one or more officers for any division of the Corporation provided that they shall not, as such, be Officers of the Corporation; and
d) to make or issue statements in the name of the Corporation.
(1) Meetings of the Board shall be held at the call of the Chair, either on the Chair's own initiative or at the written request of the President or of three (3) of the other Directors.
(2) A Director may participate in a meeting of the Board or of a committee of Directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at that meeting.
(3) Notice of any meeting of the Board shall be delivered, mailed, teletyped or faxed or sent by electronic mail to all Directors at their ordinary place of residence or other address as they may designate at least forty-eight (48) hours in advance of the meeting; but failure to give or receive notice, due to inadvertence, shall not invalidate any meeting. A notice of a meeting of Directors need not specify the purpose of or the business to be transacted at the meeting. A Director may in any manner waive notice of or otherwise consent to a meeting of the Board.
(4) Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.
(5) The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each Director after being adopted, but no other notice shall be required for any such regular meetings.
(6) Matters arising at any meeting of the Board shall be decided by majority of votes. In case of an equality of votes the chair of the meeting shall not be entitled to a casting vote.
(7) The Annual Meeting of the Board shall be held not later than June 30th of each year.
(8) A majority of the Directors in office at any time constitutes a quorum of the Board.
(9) Waiver of Notice
A Director may in any manner waive notice of a meeting of the Board or a Committee. Attendance at a meeting is deemed a waiver of notice of the meeting unless the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
4.1 ANNUAL PUBLIC MEETING
Once in each fiscal year and within fifteen months of the previous public meeting, the Corporation shall hold a public meeting in Canada at a place and on a date to be determined by resolution of the Board. Such public meeting may take the form of a communication by electronic means allowing for interaction with the public for the question period.
The agenda shall include a period for questions and comments from the public.
The Corporation shall provide thirty days’ notice of the meeting by publishing the date, time, location, method of participation, and how copies of the most recent annual report of the Corporation may be obtained on the CBC/Radio-Canada website or in such other place as it will come to the notice of the public.
The Corporation may choose to hold its annual public meeting in two distinct parts; one for its Francophone audience/services and one for its Anglophone audience/services. The annual public meeting shall not be complete until both meetings have been held.
(1) The Board may appoint one or more committees of the Board of Directors, however designated, and assign functions and delegate to such committees any of the powers of the Board except those which, under the Act, a committee of Directors has no authority to exercise the following:
a) the adoption, amendment and repeal of by-laws;
b) the issuance of securities except as authorized by the Board;
c) the approval of
- financial statements and external auditors’ reports;
- the capital plan and any amendments thereto;
- any other matters where the approval of the Governor in Council is also required or where the Act explicitly provides for Board approval.
(2) There shall be the following committees of the Board:
- The Audit Committee
- The Standing Committee on English language Broadcasting
- The Standing Committee on French language Broadcasting
- Any other committee which the Board may approve by resolution.
(3) Committees shall meet at least once a year except when the Act prescribes otherwise. Meetings of Committees shall be held at the call of the chair of such committee, either on the chair’s own initiative or at the written request of a committee member.
(i) The Audit Committee
The terms of reference of the Audit Committee shall be determined by the Act and by resolution of the Board from time to time.
The Committee shall consist of not fewer than three and not more than six Directors, none of whom may be Officers or employees of the Corporation. One of the members of the Committee shall be appointed by the Board as chair of the Committee. A majority of members of the Committee shall constitute a quorum.
The Chair, the President, the Corporation’s principal financial officer and the internal auditor shall receive notice of and may attend all meetings of the Committee, except where the Committee meets in camera with the external and/or internal auditor or with only members of the Committee present.
The external auditor shall receive notice of and be invited to attend and be heard at all meetings of the Committee, and if so requested by a member of the Committee, the external auditor shall attend any or every meeting of the Committee.
(ii) The Standing Committees on English and French Language Broadcasting
The terms of reference of the Committees shall be determined by resolution of the Board from time to time.
Each Broadcasting Committee shall consist of all members of the Board and unless otherwise indicated these Committees shall sit together. The Chair, or in the absence of the Chair, the President, shall preside at meetings of each Committee. A majority of members of each Committee shall constitute a quorum.
Each Director shall be paid fees and expenses in accordance with Schedule "K" attached hereto, and forming part of these By-Laws.
(1) Officers of the Corporation are appointed by the Board on the recommendation of the President.
(2) The employees of the Corporation are bound to respect the Corporation’s Code of Conduct, Policies and these By-Laws.
(3) No Officer or employee of the Corporation employed on a full-time basis shall engage in other work or employment for remuneration or profit, unless expressly authorized to do so by the President or an Officer of the Corporation designated for such purpose by the President or except where such work or employment comes within the provisions of an applicable collective agreement.
(4) The Corporation shall grant a special cash gratuity to employees or former employees of the Corporation for services rendered in accordance with the terms and conditions attached to these By-Laws as Schedule “EE” (former Canadian Marconi and Commission employees).
Without limiting the scope of the terms of the Corporation’s Code of Conduct or the Corporation’s other policies, no Officer or employee employed by or in the service of the Corporation shall derive any profit from or have in any way a pecuniary interest, directly or indirectly, in any contract entered into by the Corporation or any work done for the Corporation. Notwithstanding the foregoing, where it appears that an advantage will accrue to the Corporation through the furnishing of goods or services by an Officer or employee by reason of the particular suitability of such goods or services to the requirements of the Corporation, the President or any Officer designated by the President for that purpose may authorize in writing the acquisition of such goods and services.
The President or anyone acting in such capacity may sign all contracts and other documents, bonds, debentures, certificates, deeds or other instruments on behalf of the Corporation, and may delegate in writing to Officers or employees of the Corporation, with or without conditions, the authority to sign and execute any such contracts or documents, bonds, debentures, certificates, deeds or other instruments and the authority to sub-delegate in writing such authority, with or without conditions, to other Officers or employees of the Corporation, each of whom may in turn, subject to the conditions applied by the President and the President’s delegates, authorize in writing such further delegations, with or without conditions, as he/she may deem appropriate.
The authority delegated by a President or his/her delegate is valid until removed, repealed or otherwise cancelled notwithstanding the fact that a President’s authority may have terminated after proper delegation.
The signing officers of the Corporation contemplated by this Section 10 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaining to any securities held by the Corporation.
The President or the President’s nominee is authorized and empowered on behalf of the Corporation:
(a) to appear and make answer to any writ, order or interrogatory upon articulated facts;
(b) to declare for and on behalf of the Corporation in answer to any writ of attachment, garnishment or the like;
(c) to make any necessary affidavit or sworn declaration in connection with any judicial proceeding to which the Corporation is or may be a party;
(d) to attend and vote at any meeting of creditors and to grant proxies in connection therewith; and
(e) generally to act for and on behalf of the Corporation in any similar proceeding or matter.
Each Officer and each employee of the Corporation who is hired for a period of more than thirteen (13) weeks shall, before entering upon his or her duties, or if re-hired after having performed 13 consecutive weeks, execute a Solemn Declaration in the form prescribed in Schedule "A" attached to these By-Laws, which forms part hereof.
(1) The Corporation shall cause to be entered upon the books of the Corporation provided for the purpose the minutes recording meetings of the Board and its committees and the names of those present at meetings of the Board and of its committees.
(2) The Chair, or in his or her absence or incapacity the President, the Secretary or any other Officer designated to keep the minutes of the meetings of the Board or its committees may certify the minutes or copies thereof or extracts therefrom, and may certify any by-law or resolution of the Board or its committees or any copy thereof or extract therefrom.
All disbursements of the Corporation shall be made from the account or accounts of the Corporation established under the Act and shall be authorized by the Corporation’s principal financial officer or acting principal financial officer and by the President or acting President. This authority may be delegated by the President or the Corporation’s principal financial officer for a limited period of time.
(1) The Corporation’s Pension Fund is hereby confirmed and continued for the Officers and employees of the Corporation and their dependents, such Pension Fund to be in accordance with the plan attached to these By-Laws as Schedule "B" which forms part hereof, and
(2) For the purpose of administering the Pension Fund made up of money contributed in part out of the money administered by the Corporation and in part by the Officers and employees of the Corporation, there is hereby confirmed and continued a CBC Pension Board of Trustees to consist of those persons to serve as Trustees by virtue of their office with the Corporation as indicated in the Trust Deed attached to these By-Laws as Schedule "C", and in addition those persons whose appointment as Trustees is authorized by resolution of the Board, all of whom shall serve as Trustees under the terms of the Trust Deed attached to these By-Laws as Schedule "C".
(3) The Corporation’s Supplemental Pension Plan is hereby confirmed and continued for the Officers and other designated employees of the Corporation and their dependents, such Plan to be in accordance with the plan attached to these By-Laws as Schedule "D"-2003 which forms part hereof.
Any part of the Pension Fund may be invested by the CBC Pension Board of Trustees or by fiduciary agents or investment counsel appointed by the CBC Pension Board of Trustees for this purpose.
There is hereby confirmed and continued a Special Retirement Allowance Program for Corporate Executives in accordance with the document attached to these By-Laws as Schedule "J" which forms part hereof. After the coming into force of these consolidated By-Laws, only those Corporate Executives approved by the Board will be entitled to the Special Retirement Allowance Program. Any person who, prior to the coming into force of these Consolidated By-Laws, was entitled to the Special Retirement Allowance Program is automatically continued in the Special Retirement Allowance Program.
17.1 VOLUNTARY RETIREMENT INCENTIVE PROGRAM
There are hereby established special gratuity programs to be paid pursuant to the Voluntary Retirement Incentive Program from time to time, the whole as more fully described in Schedules I-2009 and I-2011 attached to these by-laws which shall form part hereof.
Subject to the conditions specified in the minutes of a meeting of the Treasury Board held March 24, 1971, the Board hereby authorizes participation by employees of the Corporation, locally engaged in the United Kingdom, in the pension and life insurance schemes established for employees of the Government of Canada locally engaged in the United Kingdom and Republic of Ireland.
In respect of such of its employees as may elect or be required to participate in the said schemes, the Corporation shall pay all amounts required to be paid by it as employer pursuant to the terms and conditions thereof as set out in Schedules I and II to the minutes of a meeting of the Treasury Board held October 29, 1970, or as the said terms and conditions may be modified from time to time.
Subject to the conditions specified in the minutes of a meeting of the Treasury Board held February 11, 1972, the Board hereby authorizes participation by the employees of the Corporation, locally engaged in the United States, in the pension, life insurance and group health plans for employees of the Government of Canada locally engaged in the United States of America.
In respect of such of its employees as may elect or be required to participate in the said plans, the Corporation shall pay all amounts required to be paid by it as employer pursuant to the terms and conditions of policies 7114-G, 8849-G, and 11795-G, issued to the Government of Canada by Sun Life Assurance Company of Canada, or as the said terms and conditions may be modified from time to time.
The Board hereby authorizes participation by the employees of the Corporation, locally engaged in France, in the pension plan established for employees of the Government of Canada locally engaged in France.
In respect of such of its employees as may elect or be required to participate in the said plan, the Corporation shall pay all amounts required to be paid by it as employer pursuant to the terms and conditions of the contract between the Government of Canada and the "Association générale de retraites par répartition", authorized by the Treasury Board minute number 715031 dated September 20, 1972, or as the said terms and conditions may be modified from time to time.
(1) The following provisions are intended to operate in addition to, and not in place of, any specific provisions of the Financial Administration Act or the regulations made pursuant to that Act with respect to the indemnification of Directors and Officers of CBC/Radio-Canada: The Corporation may indemnify a present or former Director, Officer or employee of the Corporation, a person who acts or acted at the Corporation’s request as a director, trustee, administrator or officer of another Entity, or a present or former agent or employee of the Corporation’s Pension Board of Trustees against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, that are reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of that association with the Corporation or that other Entity . This indemnity includes indemnification against statutorily imposed personal liability of Directors and Officers or other individuals.
(2) The Corporation may advance moneys to a Director, Officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).
(3) The Corporation may not indemnify an individual under subsection (1) unless the individual
a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be the best interests of the other Entity for which the individual acted as director, trustee, administrator, officer, agent or employee as the case may be; and
b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.
(4) The Corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual
a) in the individual’s capacity as a Director or Officer of the Corporation; or
b) in the individual’s capacity as a director, trustee, administrator or officer of another Entity, if the individual acts or acted in that capacity at the Corporation’s request.
(5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Corporation or other Entity as described in subsection (1), if the individual seeking indemnity
a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and
b) fulfils the conditions set out in subsection (3).
(6) The indemnity of a Director under subsection (1) shall ultimately be decided by the Board in absence of the individual seeking indemnification. For other individuals, the decision to indemnify, the nature and extent of the indemnification shall be decided by the President and Chief Executive Officer pursuant to the policies that the Corporation may adopt from time to time and this By-law.
The Directors of the Corporation are bound by the Code of Conduct and Conflict of Interest Guidelines, which the Board may approve from time to time, provided, however, that in the event of inconsistency between such Code and this By-Law, the interpretation which best protects the public interest as determined by the Board of Directors shall prevail.
(1) A Director of the Corporation shall disclose in writing to the Corporation or request to have entered in the minutes of a meeting of the Board or of meetings of committees of directors the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed with the Corporation, if the Director:
a) is a party to the contract or transaction,
b) is a director or an officer, or an individual acting in a similar capacity of a party to the contract or transaction; or
c) has a material interest in a party to the contract or transaction.
(2) The disclosure required by subsection (1) shall be made,
a) at the meeting of the Board at which the proposed contract is first considered;
b) if the Director was not at the time of the meeting referred to in paragraph (a) interested in the proposed contract or transaction , at the first meeting of the Board after he/she becomes so interested;
c) if the Director becomes interested after the contract or transaction is made, at the first meeting of the Board after he/she becomes so interested; or
d) if the Director was interested in the contract or transaction before becoming a Director, at the first meeting of the Board after he/she becomes a Director.
(3) If a material contract or material transaction, whether entered into or proposed is one that, in the ordinary course of the business or activity of the Corporation, would not require approval by the Board, a Director shall disclose in writing to the Corporation or request to have entered in the minutes of a meeting of the Board or of meetings of committees of the Board the nature and extent of his/her interest immediately after the Director becomes aware of the contract or transaction.
(4) A Director required to make a disclosure under subsection (1) shall not vote on any resolution to approve the contract or transaction unless the contract or transaction:
a) relates primarily to his/her remuneration or benefits as a Director or agent of the Corporation or of an affiliate (as defined in the Canada Business Corporations Act, R.S.1985, c. C-44) of the Corporation;
b) is for indemnity or insurance pursuant to these By-Laws or the Act otherwise than pursuant clause 21(6) herein; or
c) is one between the Corporation and an affiliate of the Corporation.
(5) For the purposes of this section, a general notice to the Board by a Director, declaring that he/she is to be regarded as interested, for any of the following reasons in a contract or transaction with a party, is a sufficient declaration of interest in relation to the contract or transaction:
a) the Director is a director or officer, or acting in a similar capacity, of a party referred to in paragraph (1)(b) or (c);
b) the Director has a material interest in the party; or
c) there has been a material change in the nature of the Director’s interest in the party.
(6) In this Section, "Board" includes a committee of Directors.
(7) A material contract between the Corporation and one or more of its Directors, or between the Corporation and another person of which a Director is a director or an officer or in which he/she has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a Director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the Board that authorized the contract, if the Director disclosed his/her interest in accordance with subsection (2), (3) or (5), as the case may be, and the contract was approved by the Board and it was reasonable and fair to the Corporation at the time it was approved. Without limiting the generality of the foregoing, such Director is not accountable to the Corporation for any profit or gain, such Director realized from such contract.
(8) If, by reason of any matter in which the Corporation is involved, whether or not such matter is to be or has been dealt with by the Board or a committee thereof, there is a material conflict of interest between the role of a Director and his/her role in any other capacity, including but not limited to his/her role as a Trustee of the CBC Pension Board of Trustees, the Director shall, upon becoming aware of such conflict, disclose such conflict in the manner prescribed above.
These By-Laws are effective from the date of the resolution of the Directors adopting same and shall continue to be effective unless amended by the Directors and where any provision requires the approval of the Minister on the day such approval is obtained.