The objectives of the Association are:

(a)To promote the business press (specialized newspapers, magazines and electronic media) with the object of increasing its share of market of advertising expenditures.

(b)To continue the work of the unincorporated association heretofore unknown by the same name as the association.

(c)To deal with governments and government agencies to ensure fair and equitable treatment in any matters relating to this industry, to protect this industry from adverse legislation, and to encourage legislation favourable to the industry.

(d)To promote the knowledge and abilities of the members of the Association and to facilitate the exchange of information among members.

(e)To improve the standards and quality of the business press.

(f)To encourage fair business practice.

(g)To conduct or participate in conferences, meetings and exhibitions for the promotion and discussion of issues and matters relating to the business press.

(h)To promote the business press as a prime source of information for and about Canadian business, industry, professions and government.

(i)To provide such services to the members as may from time to time be directed by the Board of Directors.

(j)To purchase, lease or otherwise acquire, to hold, rent, operate, manage, develop or otherwise use and to sell, exchange or otherwise dispose of, real and personal property, improved on unimproved and to mortgage the same and to acquire, construct, operate, manage, sell or otherwise dispose of buildings and structures of all kinds.

(k) To establish and maintain suitable quarters for the Association, and to permit the same to be used by members, groups of members and others, either gratuitously, or on such terms as may from time to time be agreed upon.

(l)To enter into, make perform and carry out contracts of every kind with any person, firm, association, corporation, private, public, or body politic, and with the Government of Canada or with any province thereof, or any foreign government.

(m)To invest monies of the Association not immediately required for the purpose of the Association in such investments as the Board of Directors may from time to time direct.

(n)To do all such other things as are incidental or conducive to the attainment of the above objects.

(o)To deal with common problems, interests and activities affecting the business press, and to undertake any lawful action on behalf of members on matters affecting the interests of this industry.

(p)To collect and obtain by exchange with its members and by any other appropriate means any and all kinds of information and intelligence for the use and benefit of its members and to furnish and supply the same to its members, or to disseminate such intelligence and information to other organizations, to Government and to the public.

(q)To foster the business and business interests of its members; to procure and diffuse among its members accurate and reliable information as to the standing and character of persons, firms and corporations with whom the members are doing business.

(r)To promote an exchange of credit information.

(s)To act as a mediator between members when differences arise.

(t)To secure freedom from unjust exactions.

(u)To conduct competitions and make awards in recognition of services to members, to business, to government and to the public.

(v)To perform such acts and services for the industry and its members as may be more satisfactorily performed by group action.

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Borrowing Money

In accordance with Section 65 of the Canadian Corporations Act, it is provided that, when authorised by bylaw duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the Direct Representatives duly called for considering the bylaw, the directors of the association may from time to time:

(a)Borrow money upon the credit of the Association.

(b)Limit or increase the amount to be borrowed.

(c)Issue debentures or other securities of the Association.

(d)Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient.

(e)Secure any such debentures, or other securities, or any other present or future borrowing or liability of the Association, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable or immovable property of the Association, and the undertaking and rights of the Association.

Any such bylaw may provide for the delegation of such powers by the directors to such officers of the Association to such extent and in such manner as may be set out in the bylaw.

Nothing herein limits or restricts the borrowing of money by the Association on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Association.

Amendment of Bylaws

1. The Constitution and Bylaws may be amended or repealed by two-thirds vote of the Direct Representatives present at any Annual or other general meeting of the Association, notice of such proposed changes having been sent in writing to the members fifteen (15) days before such meeting, or by a two-thirds vote of the members voting by a fifteen (15) day ballot.
2. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any ten (10) Direct Representatives addressed to the Board. All such proposed amendments shall be presented by the Board to the membership with or without recommendation.
3. The bylaws of the Association shall be those filed with the application for Letters Patent until repealed, amended, altered or added to.

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Assets

The Association is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Association are to be used in promoting its objects.

It is specially provided that, in the event of dissolution or winding up of the Corporation, all its remaining assets after the payment of its liabilities shall be distributed to one or more organizations having cognate or similar objects.

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Bylaw No. 1

Being a bylaw relating to the transaction of the affairs of CBP, CANADIAN BUSINESS PRESS, THE ASSOCIATION OF SPECIALIZED NEWSPAPERS, MAGAZINES AND ELECTRONIC MEDIA, formerly known as CBP, CANADIAN BUSINESS PRESS, THE ASSOCIATION OF SPECIALIZED NEWSPAPERS AND MAGAZINES.

WHEREAS prior to the incorporation of CBP, CANADIAN BUSINESS PRESS, THE ASSOCIATION OF SPECIALIZED NEWSPAPERS AND MAGAZINES (hereinafter sometimes referred to as "the Association" or "CBP"), an unincorporated association of the same name was in existence.

AND WHEREAS that unincorporated association caused the CBP to be incorporated for the purpose of continuing the work of the unincorporated association.

BE IT ENACTED and it is hereby enacted as a Bylaw of CBP, CANADIAN BUSINESS PRESS, THE ASSOCIATION OF SPECIALIZED NEWSPAPERS, MAGAZINES AND ELECTRONIC MEDIA.

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Corporate Seal

1. The seal of the CBP shall be in such a form as shall be prescribed by the provisional directors of the CBP and shall bear the words "CBP CANADIAN BUSINESS PRESS"

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Conditions of Membership

Section 1. Membership in this Association shall consist of:

(a)First Members

(b)Second Members

(c)Honorary Members

(d)Associate Members

(e)Consumer Publications Members

Section 2. First Members. Business media produced in Canada primarily for Canadians and Canadian interests, which have been approved for membership by the Board of Directors. To be eligible for membership, such media must be owned by a Canadian organization as defined in the Canadian Foreign Publishers Advertising Services Act. 
A media service is not eligible if:

1. It is produced by or under contract for a company or organization that sells, directly or indirectly, as a manufacturer, manufacturer's agent or distributor, products or services that are bought by the intended audience of the medium.
2. It is produced for the employees or clients of one or more specific companies rather than a general audience in a particular business or profession.
3. It is produced by, or under contract for, a company or organization primarily to advance, directly or indirectly, its own non-media business interests.

All eligible business media under the same ownership or under the same controlling interests are eligible and will be required to apply for membership in the Association, excepting the unaudited publications published under the same ownership as First Members in good standing as at April 1st, 1986. These publications shall be exempt from mandatory inclusion.

Direct Representatives of First Members are required to subscribe to the Objectives, Code of Ethics and Standards of practice of the Association.

Section 3. Second Members. Full-time members of the staffs of publications which are First Members of the Association shall be formally accepted as Second Members.

Section 4. Honorary Members. Honorary membership in the Association shall be open to business and educational leaders and any former Second Member who has retired from active service and who has been notably identified with the work of the Association. Honorary Members will be elected by unanimous vote of the Board of Directors. Honorary Members shall be entitled to all privileges of membership except voting and holding elective office.

Section 4(a). Associate Members. Associate Membership in the Association shall be available to corporations, partnerships, or individuals, not excluding advertising agencies, supplying materials or services to the active membership. Annual dues shall be determined from time to time by the Board of Directors. Such members will be non-voting, and may not hold elective office.

Section 4(b). Consumer Publication Members. Consumer Publication Membership in the Association shall be available to corporations, partnerships or individuals providing Consumer Publications printed and published in Canada primarily for Canadians and Canadian interests, which have been approved for membership by the Board of Directors. Such members will be non-voting, and may not hold elective office but shall have access to such programmes offered by the Association as are approved by the Board of Directors.

Annual dues shall be determined from time to time by the Board of Directors, but shall at no time be less than the approved minimum annual dues for First Members.

Section 5. All applications for membership must be signed by a senior official of the media applicant and must be accompanied by current copies of the applicant publication or electronic equivalent, together with current advertising rate card and current circulation/audience statement (only an audit or verification statement produced by a recognized tri-partite circulation auditing organization is acceptable). An affirmative vote of the Directors present at any meeting shall elect.

Section 6. Representatives of First Members. These representatives shall be appointed as follows:

(a)Direct Representatives. Each of the First Members shall nominate one of its officials who shall be its Direct Representative in all relations with the Association.

(b)Additional Representatives. Where two or more First Member media products are produced under the same ownership or under the same controlling interests, they shall be entitled to one additional Direct Representative for each product; provided, however, that no organization shall have more than five Direct Representatives.

The First Member principal or owner may appoint such Direct Representatives, or may personally register the equivalent number of votes, or their proxies, as provided for in Section 7.

Section 7. Voting Powers. At annual or other general meetings of the Association, only Direct Representatives, as provided for in Section 6 (a) and (b) or, in their absence, their proxies duly appointed in writing, shall vote.

Section 8. Change of Direct Representatives. Changes in appointment of Direct Representatives may be made by a First Member at any time. To retain full voting powers, all such changes must be notified in writing to the Association offices.

Section 9. Registrations. First Members resigning from membership shall be liable for payment of the current year's dues unless such resignation is received within thirty days following annual billing for dues.

Section 10. Members in Arrears. Any member in arrears for fees and/or assessments after six months from the date of assessment shall automatically cease to be a member of the Association, but may be reinstated on payment of all arrears.

Section 11. Expulsion. Members of any classification may be expelled by the Board of Directors for cause. Expulsion shall take place only after the member complained against has been given reasonable opportunity for defence; such members, if expelled, may appeal the decision of the Board to the next general meeting of the Association.

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Fees

Section 1. Fees of First Members. The annual fees of First Members shall be determined on the basis of a percentage of the total net revenue earned from advertising published during the twelve months ended the 31st day of December prior to the commencement of each fiscal year. The percentage rate of which First Members' fees are computed shall be determined from year to year by the Board of Directors and approved by the Direct Representatives of the Association with a minimum and maximum annual fees of a First Member determined from time to time by the Board of Directors.

Section 2. Payment of Annual Fees. Membership fees shall be assessed at the commencement of each fiscal year (April 1) and shall be paid in advance in full, or in semi-annual or quarterly instalments as the member may elect.

When a First Member elects to pay annual fees in semi-annual or quarterly instalments he shall, immediately upon receipt of his fee assessment, so notify the Association in writing, accompanying his notification with a cheque for his first instalment. Thereafter, during the fiscal year to which the fees apply, regular payments shall be made on or before the first day of each subsequent instalment period.

Section 3. Assessment of Partial Fees. Fees for all First Members joining the Association after the first day of April in each year shall be pro rata for the unexpired portion of the fiscal year as from the first of the month following date of election to membership.

Section 4. Additional Funds. The Board of Directors may present to the Direct Representatives for ratification an assessment for additional funds for approved purposes of the Association. Advance notice of such assessment will be sent in writing to Direct Representatives prior to a vote being taken. Approval will require at least a two-thirds approval vote of the Direct Representatives by a fifteen-day mail ballot.

Special funds may be raised by voluntary contribution for purposes peculiar to a certain group of members of the Association, providing that the group obtains the approval of the Board of Directors and that its purposes are not alien to the best interests of the Association or any of its members.

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Head Office

1. The head office shall, for the present, be located in Toronto, Ontario, at the place therein where the business of the CBP may from time to time be carried on, and as specified from time to time by resolution of the Board of Directors.
2. The CBP may establish such other offices and agencies elsewhere within Canada as the Board of Directors may deem expedient.

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Board of Directors

1. The Board of Directors shall consist of sixteen (16) elected from among Direct Representatives including officers and in addition, the retiring Chairperson of the Board if applicable. Members of CBP staff are not eligible for election to the Board of Directors.
2. The Board should, wherever possible, include one or more Direct Representatives from each of the following areas: (1) Eastern Canada (Quebec and Maritime Provinces); (2) Central Canada; (3) Western Canada (B.C. and Prairie Provinces).
3. The Board of Directors, wherever possible, shall consist of no more than two (2) Direct Representatives from any member company. Elected Directors should be sufficiently senior in their companies to be able to commit their First Members to the policies and objectives defined by the Board.
4. The Board shall direct the organization and policies of the Association; define and carry out its major objectives. It shall have the power to engage, advise, and instruct the officers; appoint, instruct and dismiss committees; suspend or expel members for cause; and it shall act as the representative f the Association when the latter is not in session.
5. The Directors shall be elected to serve for a term of three years and until their successors have been elected and assume office.
6. 4.The Nominating Committee shall be appointed by the Chairperson of the Board, subject to the approval of the Board of Directors, and consist of the Past Chairperson of the Board, two existing Board Members and two Direct Representatives not presently on the Board of Directors. The Nominating Committee shall seek out from among the Direct Representatives suitable candidates to serve on the Board of Directors. Such slate of candidates shall be presented to the Board which, by secret ballot, shall select an appropriate number of nominees to fill vacant Board positions and announce its selections to the Direct Representatives at least sixty (60) days prior to the Annual meeting. Additional nominations in writing signed by five (5) Direct Representatives in good standing and received at the Association offices fifteen (15) days before the Annual meeting will be voted upon during the Annual meeting.
7. Elections to replace retiring Directors shall be held at the Annual meeting of the Association. Only Direct representatives present at the Annual meeting, or their duly appointed proxies, shall be entitled to vote. If there are a greater number of nominees than there are vacancies to be filled, the voting shall be done by secret ballot. The Chairperson of the Board shall appoint tellers to count and announce the vote; those nominees receiving the largest number of votes for the vacancies to be filled shall be declared elected; a tie shall be decided by ballot.
8. Vacancies on the Board of Directors may be filled by the Board from the segment of membership represented by the vacating Director until the next annual election.
9. At all meetings of the Board, seven (7) members shall constitute a quorum.
10. The Board of Directors shall, after each Annual meeting, convene and from its members, by majority ballot, elect a Chairperson who shall hold that office until the next Annual meeting.
11. Directors shall be eligible for re-election.
12. The office of the Director shall be automatically vacated:
    • If the Director resigns.
    • If the Director is found to be incapable of managing his or her affairs, becomes bankrupt, or suspends payment or compounds with his creditors.
    • If at a special meeting of Directors called for the purpose, a resolution is passed by three-quarters of the Directors that such Director be removed from office.
    • If a Director ceases during the currency of his term to be an eployee of the member for whom he was a Direct Representative at his election.
    • If the Member during the currency of the Director's term ceases to be a Member.
    • If the Director ceases to be a Direct Representative.
    • If a Director attends fewer than two (2) properly called Board meetings annually.
13. Meetings of the Board may be called at any time by the Chairperson of the Board or any two Vice Chairpersons, or by any four members of the Board. Except for the Board meeting during or immediately after meetings of the Association, notice shall be given to each member of the Board not less than fifteen (15) days in advance. Notice of meetings called by others than the Chairperson of the Board shall contain a statement of the purpose of such meetings and the business shall be confined to such items, except upon approval of a majority of the Board. A report of each meeting shall be furnished each Director.
14. Directors shall not receive any remuneration for their services, but by resolution of the Board. No Board members shall be entitled to charge any fee for any service whatsoever to the Association.
15. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which that director's successor is elected. A director's term of office shall be until the third annual meeting of Members following that director's election or appointment.
16. The Board of Directors may exercise all powers normally exercised by Directors of the Association except those powers that must be exercised by Direct Representatives at a General meeting held pursuant to the Canada Corporations Act.
17. Upon election at the first Annual meeting of Members the Board of Directors then elected shall replace the provisional directors named in the Letters Patent of the Association.
18. The directors may, by resolution, delegate to an officer or officers the right to employ and pay salaries to employees, and to carry on any other day-to-day activities of the Association.

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Officers

1. The officers shall be a Chairperson, at least one Vice-Chairperson, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors may by resolution determine.
2. Other officers shall be elected at the first meeting of the Board of Directors after the Annual meeting of Members, and after each Annual meeting of Members thereafter. The other officers shall be appointed by the Board of Directors and, subject to the provisions of any employment agreement, the Board may remove at its pleasure any such officer.

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Duties of Officers

1. The duties of the officers, namely the Chairperson of the Board, one or more Vice Chairpersons and Treasurer, shall be such as their titles, by general usage, would indicate or as may be specified by the Board, or assigned to them from time to time, as such and may be required by law.
   
   In case of inability of the Chairperson of the Board to attend a meeting of the Board, he shall specify which Vice-president shall preside in his place and, in case of his failure to do so, the Board shall elect a presiding officer. The Chairperson of the Board shall function as Chief Executive Officer.
2. The Chairperson of the Board shall be ex-officio a member of all committees of the Association and those of the affiliated associations.
3. The President shall be the senior staff officer of the Association. He will recommend to the Board such courses of action which he deems appropriate to fulfill the Objectives of the Association, and the policies enacted by the Board.
4. The President shall implement such recommendations, when they have been approved by the Board.
5. The President shall meet directly with senior executives in Business, Industry, and Advertising Agencies, to fulfill the objectives of the Association in general and to encourage the use of the business press as an effective advertising medium in particular.
6. The President shall establish and maintain direct contact with those governments and their agencies which influence and affect the growth, development, and economic health of the First Members.
7. The President shall be cognizant of the industry standards and qualities and shall recommend to the Board and its relevant Committees changes in such standards and qualities which he deems of benefit to the First Members and their audience and advertiser clients.
8. The President will receive all monies on the Association's behalf and deposit same to the Association's credit in a chartered bank to be selected by the Board.
9. The President will keep the Association's accounts and have the same prepared, together with a balance sheet and statement of revenue for each fiscal year for the inspection of the auditor and approval of the Treasurer and will, in conjunction with the auditor, prepare and certify the statements for the Annual meetings. He will have charge of the Association's books, records, and other documents.
10. The President will prepare for the Directors' approval a report of the Association's affairs and work for presentation to each Annual meeting and perform what other duties may be prescribed for him by the Board. He will be ex-officio a member of all Committees of the Association and those of the affiliated organizations.
11. The President shall attend meetings of the Board and the Members and ensure that the proceedings of those meetings are recorded. The President shall give or cause to be given, notice of all meetings of Members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chairperson.
12. The President shall be the custodian of the seal of the Corporation, which he shall deliver only when authorized by resolution of the Board of Directors to do so and to such person or persons as may be named in the Resolution.

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Committees

1. To carry out the work of the Association there shall be a number of Standing Committees established by the Board of Directors to deal with various activities and interests of the Association. The terms of reference for each of the Committees shall be established by the Chairperson of the Board with approval of the Board of Directors.
2. The Nominating Committee shall nominate the Chairperson for each of the Standing Committees wherever possible from among the nominees for the Board of Directors. The slate of Standing Committee Chairpersons will be presented to the incoming Board at their first meeting for their review.
3. The Chairperson of the Board and the Chairperson of each of the Standing Committees shall appoint the members of each of the committees as soon as the new Chairperson of the Board takes office. These committee members shall be employees of member companies.
4. From time to time the Board may establish an Ad Hoc Committee to carry out a special assignment. The Chairperson of the Board, with the approval of the Board, shall establish the Chairperson and members of the Ad Hoc Committee and establish its special terms of reference including a time for completion of the assignment which shall not exceed one year without a review.

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Affiliated Organizations

1. Affiliated organizations may be formed or dissolved at the discretion of the Board of Directors, in line with the Objectives, Code of Ethics and Standards of Practice of this Association.
2. Meetings. All meetings of such groups and of committees of such groups shall be called through or with notification to the Executive Offices of the Association on the instruction of the President of the Affiliated Organization or the Chairperson of the Committee, as the case may be, and the President and Chairperson of the Board of the Association shall be eligible to attend all such meetings.
3. Minutes. The Minute Books of affiliated groups and of their committees and the official files of each group shall be at all times open to a duly authorized representative of the Board of Directors.

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Meetings of Members

1. Annual meetings. An Annual meeting must be held each year. The Annual meeting of the Association shall be held at a time and place to be designated by the Board of Directors, to receive reports of the business transacted during the preceding fiscal year by the Board and by each of the affiliated organizations, to elect Directors and to conduct such other business as may properly come before it. The Board of Directors shall have the power to cancel an Annual meeting. In the event of such cancellation, the Annual meeting shall be held within sixty (60) days.
2. Special General meetings. Other general meetings may be called by the Board of Directors at any time, or shall be called by the Chairperson of the Board upon written request of any ten (10) Direct Representatives within thirty (30) days of the filing of such request with the Association office. The business to be transacted at such Special General meeting shall be stated in the notice thereof and no other business may be considered at that time.
3. Notices. Notices of other than emergency special meetings shall be mailed to all members concerned at least three weeks prior to the date thereof.
4. Quorum. A minimum of seven (7) Direct Representatives shall constitute a quorum for the transaction of business.
5. Rules of Order. At all meetings, including meetings of the Board, Canadian Parliamentary Rules of Order shall govern.

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Execution of Documents

Contracts, cheques, documents, or other instruments in writing requiring the signature of the Corporation, shall be signed by President, together with any other Officer, and all contracts, cheques, documents, and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.

The Directors shall have the power from time to time by resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, cheques, documents, and instruments in writing. The Directors may give the Corporation's power of attorney to any registered dealer in securities for the purpose of transferring of and dealing with any stocks, coupons, and other securities of the Corporation.

The seal of the Corporation, when required, may be affixed to contracts, documents, and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board of Directors.

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Finances

1. Fiscal Year. The fiscal year for the Association's general account shall begin on April 1 and shall end on March 31 of each year.
2. Bond. The Chairperson of the Board, President, and Treasurer or any appointed staff member may furnish surety bond in such amount as the Board may determine, the cost to be paid by the Association.
3. Budget. Prior to each Annual meeting, an income and expense Budget covering the activities of the Association for the next fiscal year shall be prepared by the Treasurer and, as approved by the Board of Directors, shall be presented to the Members at the Annual meeting of the Association for adoption.
4. Audit. The Association shall, at each Annual meeting, appoint a licensed public accountant as auditor for the ensuing fiscal year. The audited financial statement shall be submitted to the Board of Directors and must be presented to the Members at the Annual meeting.

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Ethics & Standards of Practice

Members of this Association should dedicate their best efforts to the cause of business and public services, and to this end they pledge themselves:

1. To consider the interests of the audience.
2. To maintain truth and honesty in all departments.
3. To decline any advertising that misleads or is untruthful.
4. To promote and sell its own media solely on their merits and therefore to employ no advertising or personal selling methods on its own behalf which disparage other advertising media.
5. To make available to advertisers, advertising agencies, and other interested persons or organizations a complete listing of all the prices which a First Member charges for all units of space, including but not limited to, preferred or specified positions, colours, oversize/bleed, inserts, etc., as well as the term of payment thereof; and to afford no advertiser an opportunity to purchase such space at a rate more advantageous than is available to any other advertiser.

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Bulletins

Section 1. Information in Bulletins. Information furnished in Association bulletins is strictly privileged and when marked "Confidential" may not be republished or transmitted to non-members.

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Amendment of Bylaws

Bylaws may be enacted, repealed or amended by a motion passed at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds of the votes cast by Direct Representatives at a meeting of the Members, duly called for the purpose; provided that the enactment, repeal or amendment of such bylaw shall not be enforced or acted upon until the approval of the Minister has been obtained.

In this Bylaw the singular shall include the plural and the plural the singular, and the masculine the feminine and the feminine the masculine.

PASSED by the Board of Directors and sealed with the corporate seal of the Association this 26th day of August, 1981.

Amended: June 10, 1985
Amended: June 5, 1986
Amended: Sept. 23, 1987
Amended: Mar. 8, 1989
Amended: May 17, 1990
Amended: Dec. 15, 1993
Amended: June 3, 1996
Amended: June 6, 2001

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A bylaw respecting the borrowing of money, the issuing of securities and the securing of liabilities of CBP, CANADIAN BUSINESS PRESS, THE ASSOCIATION OF SPECIALIZED NEWSPAPERS AND MAGAZINES (hereinafter referred to as the "Association".

BE IT ENACTED as a Bylaw of the Association as follows:

The directors of the Association may from time to time:

(a)Borrow money upon the credit of the Association.

(b)Limit or increase the amount to be borrowed.

(c)Issue bonds, debentures, debenture stock or other securities of the Association in such amounts and upon such terms and pledge or sell the same for such sums and at such prices as the Directors may deem expedient.

(d)Secure any such bonds, debentures, debenture stock or other securities or any other present or future borrowing or liability of the Association by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable property of the Association, and the undertaking and rights of the Association.

(e)Delegate to such one or more of the officers and directors of the Association as may be designated by the directors, all or any of the powers conferred by the foregoing clauses of this bylaw to such extent and in such manner as the directors shall determine at the time of each such delegation.

(f)Give indemnities to any director or other person who has undertaken or is about to undertake any liability on behalf of the Association and secure any such director or other person against loss by giving him by way of security a mortgage or charge upon all of the currently owned or subsequently acquired real and personal, movable or immovable property, undertaking and rights of the Association.

(g)The powers hereby conferred shall be deemed to be in supplement of and not in substitute for any powers to borrow money for the purpose of the Association possessed by its directors or officers independently of a borrowing bylaw.

PASSED by the Board of Directors and sealed with the corporate seal of the Association this 26th day of August 1981.

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Operating procedures and guidelines for enforcement of constitution and Bylaws and ethics and standards of practice.

The Constitution and Bylaws contain the Code of Ethics and Standards of Practice which were designed to serve as a guide to the kind of business conduct which experience has shown to produce the highest form of publishing.

It is proper that the Association seek to uphold the Code of Ethics and Standards of Practice by furnishing a mechanism through which those members who have complaints against other members may have them heard and adjudged impartially.

The following system is recommended and was approved by the Board of Directors of Canadian Business Press on April 2, 1981.

(a)Most of Canadian Business Press alleged violations of the Constitution and Code will probably be inadvertent or unintentional. Therefore, only after an attempt has been made to rectify the situation by personal contact between the parties involved should complaints be submitted, in writing, to the President.

(b)In most cases, the President will be able to dispose of the problem by an informal exchange of views between the parties involved. In every case in these preliminary discussions, the President shall not reveal the name of the complainant other than to the parties involved.

(c)If, after this preliminary investigation, it is the opinion of the President that there has been a violation of the Code of Publishing Practice, an initial letter outlining the reasons why the member is believed to be in violation will be sent by the President, with a request that such practices be corrected. The member will be invited to rebut if he does not believe he is in violation.

(d)If this procedure cannot resolve the matter, the President, in consultation with the Chairman of the Board, will appoint a committee of five (5) which will consist of the President and four (4) Canadian Business Press Board Members not directly involved in the dispute for further action.

(e)After the Committee has reached a determination, if the decision is adverse a formal letter will be mailed to the member, requiring his answer as to whether he will cease the practice. If he fails to co-operate, the Committee shall report to the Board the full facts of the case and make a recommendation. The Board will then review this recommendation.

(f)No publicity will be given to any problem. Any and all discussion, resolutions, recommendations, disposition or information of disputes between member companies or member publications shall be restricted to member companies. Any communications, in any form, of such disputes to nonmember personnel excepting legal counsel, will in itself be a breach of CBP ethics.