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CHIP is registered under a French licence at the CRTC. Our mandate is to promote cultural, artistic, and economic development while highlighting linguistic and regional cultural duality and thus contributing to the development of the Pontiac community, ensuring adequate programming for this linguistic duality.
The radio station operates on the 101,9 frequency on the FM band, with a 10 KW transmitter, which gives the radio a wide range for its broadcasting.
In order to cater to everyone in its community, CHIP FM offers a diversified programming.
One of the radio station’s main goal is to properly inform the community with local and regional news which are not necessarily covered by other regional media. The radio station’s entire team works hard in making its programming a reflection of its community, cultural, economic, political, educational and social portrait.
As a non profit organization, CHIP FM’s annual revenues are based on; provincial government grant, weekly bingos, annual radiothons, on air advertising sales, membership fees and donations.
CHIP FM, also known as Pontiac Community Radio, was registered as a Québec non-profit organization in June 1978. Its first broadcast took place on March 1st 1981.
CHIP-FM is administrated by a Board of Directors elected annually for a two-year term and an Executive Director.
CHIP 101,9 FM
138 Principale Street
P.O. Box 820
Fort Coulonge, Québec
Toll Free: 1-888-775-3155
By Email :
819-683-3155 Extension: 123
819-683-3155 Extension: 122
DeeJay for Décompte Franco CHIP and Les Midis avec Marie
Email: marieg chipfm.com
819-683-3155 Extension: 121
DeeJay for Touche à Tout
Email :nathaliev chipfm.com
819-683-3155 Extension: 129
DeeJay Pontiac Drive Home
Courriel : caleb chipfm.com
Curtis and Ester Prins
DeeJay’s for Joy of the Journey
DeeJay for the Troubadour show
CHAPTER I GENERAL INFORMATION
ARTICLE 1 NAME
ARTICLE 2 INCORPORATION
ARTICLE 3 SEAL
ARTICLE 4 REGISTERED OFFICE
ARTICLE 5 MISSION STATEMENT
ARTICLE 6 OBJECTIVES
CHAPTER II MEMBERS
ARTICLE 7 MEMBER CATEGORIES
ARTICLE 8 INDIVIDUAL MEMBERS
ARTICLE 9 CORPORATE MEMBERS
ARTICLE 10 BENEFACTORS
ARTICLE 11 HONORARY MEMBERS
ARTICLE 12 ANNUAL FEES AND MEMBERSHIP CARDS
ARTICLE 13 SUSPENSION AND CANCELLATION
ARTICLE 14 RESIGNATION
CHAPTER III MEETINGS
ARTICLE 15 ANNUAL GENERAL MEETING
ARTICLE 16 AUTHORITIES OF THE MEMBERS AT THE GENERAL MEETING
ARTICLE 17 SPECIAL MEETINGS
ARTICLE 18 CHAIRMAN AND SECRETARY OF THE MEETING
ARTICLE 19 PROCEDURE
CHAPTER IV THE BOARD OF DIRECTORS
ARTICLE 20 POWERS
ARTICLE 21 COMPOSITION
ARTICLE 22 ELIGIBILITY
ARTICLE 23 ELECTIONS
ARTICLE 24 TERM OF OFFICE
ARTICLE 25 FEES
ARTICLE 26 RESIGNATION OF A BOARD MEMBER
ARTICLE 27 VACANT SEATS
ARTICLE 28 CONFLICTS OF INTEREST
ARTICLE 29 MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE 30 ANNOUNCEMENT AND LOCATION
ARTICLE 31 QUORUM
ARTICLE 32 VOTE
ARTICLE 33 THE LEADERSHIP
ARTICLE 34 OTHER COMMITTEES
CHAPTER V FINANCIAL PROVISIONS
ARTICLE 35 CHARTERED ACCOUNTANT
ARTICLE 36 CONTRACTS
ARTICLE 37 CHECKS, NOTES AND FINANCIAL PAPERS
ARTICLE 38 FINANCIAL ASSETS
ARTICLE 39 FISCAL YEAR
CHAPTER VI FINAL CLAUSE
ARTICLE 40 INTERPRETATION
ARTICLE 41 AMENDMENTS TO THE PRESENT REGULATIONS
ARTICLE 42 DISSOLUTION
ARTICLE 1 - NAME
The company name is “Pontiac Community Radio”, and the company was incorporated in accordance with Part III of the Loi sur les companies of the province of Quebec.
ARTICLE 2 - INCORPORATION
The company was incorporated by Letters Patent in accordance with Part III of the Loi sur les compagnies on June 13th, 1978, and registered on July 24th, 1978, book C-888, page 89.
ARTICLE 3 - SEAL
If deemed appropriate, the board of directors may create a seal for the company.
ARTICLE 4 - REGISTERED OFFICE
The company’s registered office is located in the municipality of Fort-Coulonge, in Pontiac County.
ARTICLE 5 - MISSION STATEMENT
To promote cultural, artistic and economic development while emphasizing the value of the linguistic and cultural duality of the region, thereby contributing to the development of the entire Pontiac population, while ensuring programming that is fair and just for this linguistic duality.
ARTICLE 6 - OBJECTIVES
6.1 - For strictly cultural, economic and social (social economy) purposes with no intention of obtaining a monetary gain for its members:
6.2 - To promote cultural, artistic and economic development while emphasizing the value of the linguistic and cultural duality of the region, thereby contributing to the development of the entire Pontiac population, while ensuring programming that is fair and just for this linguistic duality be it in terms of time slots, content and peak-hour airtime.
6.3 - To facilitate exchanges between citizens and community and/or governmental organizations by broadcasting information related to political, social, economic, educational, cultural, artistic and recreational areas;
6.4 - To bring together the interests of the community and to contribute to its development by providing adequate media coverage of political, social, economic, educational, cultural, artistic and recreational events;
6.5 - To facilitate access to local and Quebecois content to the Pontiac residents;
6.6 - To encourage exchanges between the Pontiac residents and its “minorities”, various groups, organisations and public services;
6.7 - To encourage the convergence of ideas of the entire Pontiac population;
6.8 - To support the public during regional emergencies and/or disasters by offering additional services and by acting as the intermediary between citizens and public security;
6.9 - To receive donations, bequests and other similar contributions, in cash, real estate or other assets, to administer such donations, bequests and other contributions, and to organize membership drives in order to raise funds for charitable purposes; and
However, the objectives do not entitle the members or their successors to any recouping by any means of the monies they have paid to the company.
ARTICLE 7 - MEMBER CATEGORIES
The company has four (4) categories of members: individual members, corporate members, benefactors and honorary members.
ARTICLE 8 - INDIVIDUAL MEMBERS
8.1 - An individual member is any individual interested in the goals and activities of the company, who complies with the rules of admission established by the board of directors.
8.2 - Conditions for admission
To become an individual member of the company, one must:
be 18 years of age or older;
live in the station’s broadcast territory;
pay the annual fee.
8.3 - Rights
Individual members are entitled to vote
ARTICLE 9 - CORPORATE MEMBERS
9.1 - A corporate member is any legal entity interested in the company’s goals and activities that complies with the rules of admission established by the board of directors.
A corporate member may be a non-profit organization, a business enterprise, a public authority or agency, a cooperative, etc. Furthermore, the designated member acts on behalf of himself/herself, and not on behalf of the company or organization he or she is representing.
9.2 - Conditions for admission
To become a corporate member, an organization must comply with all the requirements, i.e.:
Be legally incorporated;
Be active in the station’s broadcast territory;
Pay the annual fee;
Assign, as representative, by means of a certified letter (such as, an extract from the minutes of a board meeting) submitted to the company’s secretary, an individual who will become an individual member and will have the same rights as other individual members;
Notify the company’s secretary of any changes regarding the individual who must participate in his/her own name in the company’s activities.
9.3 - Rights
The representatives of the corporate members have the same rights as the individual members.
ARTICLE 10 - BENEFACTORS
10.1 - Any person or organization contributing financially to the company in ways other than the annual membership fee, for example, with monetary or non-monetary donations, automatically becomes a benefactor.
10.2 - Conditions for admission
To become a benefactor, one must:
contribute a financial value (the donation) of at least $500.00 without receiving services for this contribution.
10.3 - Rights
are entitled to participate in all of the company’s activities;
are entitled to receive notifications of the meetings;
are entitled to attend the meetings, but have no voting power;
must not pay a membership fee;
may not become directors.
ARTICLE 11 - HONORARY MEMBERS
11.1 - An honorary member is a person elected in a resolution by the board of directors because of his/her reputation and prominence. By accepting this status, the honorary member agrees to associate his or her name with the company.
11.2 - Rights
An honorary member:
is entitled to participate in all of the company’s activities;
is entitled to receive notifications of the meetings;
is entitled to attend the meetings, but has no voting power;
must not pay the membership fee;
may not become a director.
ARTICLE 12 - ANNUAL FEES AND MEMBERSHIP CARDS
12.1 - Annual fees must be paid to the company by individual members (for the period from September 1st to August 31st), and corporate members (for the period from February 1st to January 31st). Fees are determined by the board of directors.
12.2 - In order to be valid, membership cards must show the signature of the sitting president and the expiration date of the most recently paid fee.
12.3 - Fees are not reimbursable under any circumstance.
ARTICLE 13 - SUSPENSION AND CANCELLATION
13.1 - The board of directors may, by means of a resolution, temporarily suspend or permanently ban any member who violates any of the company’s rules, or exhibits behaviours or activities that are damaging to the company.
13.2 - Any member being considered for suspension or ban will receive the opportunity to speak prior to the board of directors rendering its decision. The board will take the member’s testimony into consideration when making its decision.
ARTICLE 14 - RESIGNATION
14.1 - Any member’s resignation may be submitted in writing at the company’s registered office.
14.2 - In the event of an individual member wishing to resign who was appointed by a corporate member, the individual member must notify the corporate member of the resignation.
ARTICLE 15 - ANNUAL GENERAL MEETING
15.1 - The annual general meeting will be held at the date and place determined by the board of directors, no later than December 31st.
15.2 - Members will be invited to the annual general meeting by notices in the local media at least fifteen (15) business days before the actual event.
15.3 - Regular individual members, duly invited and present at the meeting, will form the quorum.
15.4 - Each individual member has one vote. Voting by proxy is at all times prohibited.
15.5 - Voting at any general meeting will take place by show of hands, unless 50% + 1 of the members present wish to have a secret ballot.
15.6 - Save for amendments to the articles of incorporation and the rules, all items on the agenda of the meeting will pass by a majority of votes cast.
15.7 - Amendments to the articles of incorporation or regulations submitted at the meeting must be passed or rejected by two-thirds (2/3) of the members present and voting.
ARTICLE 16 - AUTHORITIES OF THE MEMBERS AT THE GENERAL MEETING
The assembly’s agenda must include;
a) acceptance of the balance sheet and other financial statements;
b) election of the board members;
c) if applicable, appointment of an accountant or accountants to maintain the books for the next year;
d) ratification of newly-adopted rules;
e) presentation of the report of the company’s activities;
f) presentation of the annual objectives;
g) any other item added by the assembly.
Any voting member, duly seconded, may add an item or proposal to the agenda.
ARTICLE 17 - SPECIAL MEETINGS
17.1 - The company’s members may be invited to attend a special meeting called by the board of directors, its president or by a written request signed by at least 20% of the company’s regular members and presented to the board of directors.
17.2 - Notices of special meetings must appear in the local media at least fifteen (15) business days before the actual event. The notice must contain information pertaining to the items on the agenda, except for proposed amendments to the articles of incorporation or the regulations.
17.3 - The quorum for special meetings called on the basis of a resolution of the board of directors consists of the regular individual members duly invited and present. 17.4 - For special meetings called upon by written request signed by the regular individual members, the quorum is set at 20% of the members duly invited and present.
17.5 - Voting at any special meeting will take place by show of hands, unless 50% + 1 of the members present wish to have a secret ballot.
17.6 - In the absence of any departing stipulation set forth in the law or the present regulations, all issues submitted to the members at the meeting shall be adjudicated by a simple majority of votes legally cast (i.e. the majority of the votes of the members present).
17.7 - Every regular member is entitled to one vote. A member must be present to exercise his/her right to vote, since a member cannot be represented and voting by proxy is prohibited.
ARTICLE 18 - CHAIRMAN AND SECRETARY OF THE MEETING
Meetings are presided over by the president of the company or any person named to that effect by the attending members. The secretarial duties are fulfilled by the company’s secretary or any person named to that effect by the attending members.
ARTICLE 19 - PROCEDURE
The Code Morin applies to the procedures at the meetings of the company’s members.
ARTICLE 20 - POWERS
The board of directors has the authority to do the following, unless explicitly excluded in the Letters Patent:
Acquire and dispose of goods, furniture and buildings;
Sign contracts and enter into agreements with any person or public authority;
Build, maintain, improve and utilize buildings, land, etc.;
Hire, pay and dismiss employees;
Preside over and/or be responsible for all facets of the company’s management;
Adopt, modify and withdraw any of the general rules or the internal rules;
Authorize committees and appoint their members with the power to reconsider;
Delegate the management of the station’s operations to the general manager;
Evaluate and audit the results of the company’s activities;
Respect the policies, rules and code of ethics of the organization.
ARTICLE 21 - COMPOSITION
21.1 - Zone-based composition
The board of directors is composed of one representative for each zone:
§ Zone 1 – Isle-aux-Allumettes, Chichester, Sheenboro et Rapides-des-Joachims
§ Zone 2 – Fort-Coulonge et Grand-Calumet
§ Zone 3 – Otter Lake, Alleyn-et-Cawood, Thorne, Litchfield et Bryson
§ Zone 4 – Pontefract et Waltham
§ Zone 5 – Campbell’s Bay, Portage-du-Fort et Shawville
§ Zone 6 – Pontiac
§ Zone 7 – Clarendon et Bristol
21.2 - Number of members of the board
The administration of the company’s business is entrusted to the board of directors composed of seven (7) members. The CEO is ex-officio member of the board of directors; he or she may speak, but cannot vote.
ARTICLE 22 - ELIGIBILITY
22.1 - To be eligible as a representative of the individual members on the board of directors, one must be a regular member of the company.
ARTICLE 23 - ELECTIONS
23.1 - Candidature
Any member interested in running for an administrative seat must inform the company’s secretary thereof at least ten (10) business days before the next annual meeting. It is up to the board members to decide if and how the candidate is eligible. The list of eligible candidates is given to the attending members at the start of the annual general meeting.
23.2 - Electoral procedure
The electoral procedure for the representatives of the individual members on the board of directors is as follows:
a) representatives of the individual members are elected by a majority of votes in an annual general meeting;
b) the nomination of a candidate to represent the individual members must be proposed by a regular individual member of the company and seconded by another;
c) the election’s president is named by the assembly and has the decisive vote in case of a tie;
d) the election’s secretary is named by the assembly.
ARTICLE 24 - TERM OF OFFICE
The term of office for each board member is two years, according to these modalities;
a) odd-numbered zones (1, 3, 5, 7) have elections in odd-numbered years;
b) even-numbered zones (2, 4, 6) have elections in even-numbered years.
ARTICLE 25 - FEES
The members of the board are not paid for their services. However, they can be reimbursed for travel and/or hospitality expenses they may incur during activities related to their position as a board member.
ARTICLE 26 - RESIGNATION OF A BOARD MEMBER
Board members are relieved of their duties when:
a) their written resignation letter, given to the board, is accepted by a resolution by said board;
b) they neglect or refuse to attend three (3) consecutive board meetings without a valid reason;
c) they cease to have the qualities needed to be a board member;
d) a member notifies the board members during a board meeting. The resignation shall be entered in the minutes of the board meeting.
ARTICLE 27 - VACANT SEATS
27.1 - Vacant board seats will be filled by a board resolution until the end of the mandate. The replacing member stays in power until the end of the predecessor’s term. The replacing member must have the same required qualifications as his/her predecessor and, in the mean time the directors may continue to exercise their powers provided they reach the quorum.
27.2 - In the unlikely event that a seat has not been filled during an election at an annual general meeting, and to avoid any confusion regarding the members’ exclusive powers to elect directors and to ensure the proper operations of the company, the board of directors may ask for the members’ approval at the annual general meeting in order to co-opt new directors.
ARTICLE 28 - CONFLICTS OF INTEREST
A director has a conflict of interest when his/her personal interests or the interests of a company, business, group or other organization he/she is a part of may be contradictory to those of the company. Any board member in a conflict of interest situation must notify the board as soon as he/she becomes aware of it. This notification must be entered in the meeting’s minutes. The member may not participate in the discussion of subjects for which he/she has a conflict of interest and cannot vote on matters concerning it.
ARTICLE 29 - MEETINGS OF THE BOARD OF DIRECTORS
The board of directors meets as often as they deem necessary, with a minimum of six (6) times per year.
ARTICLE 30 - ANNOUNCEMENT AND LOCATION
The board’s meetings are called by the secretary or the president at least five (5) days before the date of the meeting. Urgent meetings must be called at least forty-eight hours in advance. All meetings are held at the company’s registered office or any other place specified by the president or the board.
ARTICLE 31 - QUORUM
Three fifths (3/5) of the voting members constitutes the quorum of the board of directors.
ARTICLE 32 - VOTE
32.1 - At each board meeting, every member present is entitled to vote. The president must call for a secret vote should a board member present at the meeting asks for one.
32.2 - The CEO has no voting rights.
32.3 - To amend or cancel a proposal, a two-third (2/3) majority of the attending and voting members is required.
32.4 - The directors may, if everyone is in agreement, participate in a board meeting via verbal communication (i.e. teleconferencing). This qualifies as having been present at the meeting.
ARTICLE 33 - THE LEADERSHIP
33.1 - Elections
At the first meeting following the annual general meeting, the board of directors must set forth their internal structure. To do so, they must name a president, a vice-president, a secretary and a treasurer.
33.2 - President
The president is the CEO of the company. As president, one must;
a) Preside over both board meetings and general meetings of the members. The president may delegate this responsibility to someone else, whether or not a member of the board or the company;
b) Ensure that board meetings and the general annual meetings of members are held in an orderly fashion;
c) Ensure that the board committees operate properly;
d) Countersign the minutes of the board meetings and the general meetings of members after their adoption;
e) Be the official representative of the board and the company unless prescribed otherwise;
f) Exercise any and all duties and functions as set forth in the company’s regulations.
33.3 - Vice-president
a) The vice-president performs all duties and functions prescribed by the directors and/or the president;
b) He/she will perform the duties of the president, in case the latter is absent, incapacitated, or refuses or neglects to act as the president.
33.4 - Secretary
a) The secretary maintains the registries and documents and, if applicable, the seal of the company;
b) He/she prepares the minutes of the meetings or makes sure that they are prepared. The secretary shall keep the minutes in a special book;
c) He/she signs the minutes of meetings of the members and all board meetings;
d) He/she will notify of all meetings of the members and board meetings;
e) He/she will update the list of members;
f) He/she executes the mandates he/she is entrusted with by the president or the directors.
33.5 - Treasurer
a) The treasurer is in charge of the company’s finances;
b) He/she will deposit or see to the deposit of the company’s money and other values into the accounts held in the company’s name with any and all banks or financial institutions assigned by the directors;
c) He/she must inform the president and/or the directors of the financial situation of the company and of any transaction made in the capacity as treasurer each time he/she is required to do so;
d) He/she must prepare, maintain and keep, or have prepared, maintained and kept the company’s financial books and records;
e) He/she must allow the audit of the company’s books and records by the authorized people;
f) He/she must sign any and all documents needing his or her signature and execute the powers and tasks assigned by the directors or deemed relevant to the position;
g) He/she must execute the mandates entrusted to him/her by the president or the directors.
ARTICLE 34 - OTHER COMMITTEES
The board of directors may create any committee deemed necessary to help it in any activities for which it is authorized. These committees must be created for a specific purpose and a specific amount of time.
ARTICLE 35 - CHARTERED ACCOUNTANT
Members will adopt the services of a chartered accountant during the annual general meeting in accordance with the recommendation of the board of directors.
ARTICLE 36 - CONTRACTS
Unless specified otherwise in these regulations, all contracts and other documents that require the company’s signature must be signed by the president of the company and the secretary or treasurer, depending on the nature of the document.
The board of directors may authorize in a resolution one or more other individuals who may sign all or specific documents or contracts for and on behalf of the company.
ARTICLE 37 - CHECKS, NOTES AND FINANCIAL PAPERS
All checks, notes and any other financial papers must be signed by 2 of the following 4 people: the treasurer and 3 other people named by the board to that effect.
ARTICLE 38 - FINANCIAL ASSETS
The company’s funds may be credited on the company’s accounts held at any bank or financial institution in the MRC Pontiac selected thereto by the board of directors.
ARTICLE 39 - FISCAL YEAR
The company’s fiscal year starts on September 1st and ends on August 31st of the next calendar year.
ARTICLE 40 - INTERPRETATION
In case of a dispute on the interpretation of the English and French versions of the present regulations, the French version shall prevail.
ARTICLE 41 - AMENDMENTS TO THE PRESENT REGULATIONS
Any and all amendments to the present regulations must be adopted by a majority of the board of directors. In order to stay valid, these amendments must be approved by simple majority of the attending voting members (i.e. 50% + 1) at a date no later than the annual general meeting following the amendment(s).
ARTICLE 42 - DISSOLUTION
The company may only be dissolved by 2/3 of the members attending and voting at a special general meeting called at least thirty (30) days in advance of said meeting. In case of liquidation or distribution of the company’s assets, they are to be given to an organization in the MRC Pontiac region with a similar mission statement as that of the company.
If the dissolution is voted on in accordance with this article, the board of directors must finalize all corporate activities and complete any formalities with the public authorities as required by the law.