1. art and entertainment
2. radio

CFRC Board of Directors Manual, 2014-15
Table of Contents:
Board Members' Contact List............................................................. 2
CFRC's Mandate................................................................................ 3
What is CFRC?.................................................................................. 3
A Brief History of CFRC..................................................................... 4
Membership and Operating Structure................................................ 6
Governance Structure/RQU............................................................... 7
Board Responsibilities........................................................................ 8
Board Decision-Making and Documentation...................................... 11
Committees........................................................................................ 12
-Committee Terms of Reference, 2013-14................................ 12
Strategic Planning and Goals............................................................. 15
-2013-14 Incomplete Goals....................................................... 16
-New Goals identified by 2013-14 Board................................... 16
-CFRC's Revitalization Plan in Brief.......................................... 17
Staffing and Human Resources.......................................................... 18
Finances............................................................................................. 18
-Financial Results and Draft Budget, 2011-15.......................... 20
Appendices........................................................................................ 21
-RQU By-Laws, November 2013.............................................. 21
-AMS-RQU MOU, April 2012.................................................... 30
-Queen's-RQU Operating Agreement, February 2014............. 36
-CRTC Policy, Federal Law, CFRC Policy (Links).................... 39
1
Radio Queen’s University
Board of Directors Contact List
Name
Position
Email Address
Eric McElroy
AMS Director (President)
[email protected]
Hana Chaudhury
CFRC AMS Member Student Volunteer [email protected]
Daniel Kao
AMS Student Member at Large
TBC
SGPS Student Member at Large
Andrea Gunn
Queen’s Faculty/Staff Appointee
Derek Redmond
Queen’s Faculty/Staff Member at Large [email protected]
Ken Hall
Community Member at Large
[email protected]
Rhonda Gilbert
Community Member at Large
[email protected]
Ron Irwin
CFRC Community Volunteer
[email protected]
Bella Di Iulio
CFRC Radio Club President
[email protected]
Peggy Shanks
CFRC Alumna (Secretary-Treasurer)
[email protected]
Voting Directors:
[email protected]
[email protected]
Ex-Officio (non-voting) Directors:
Kristiana Clemens CFRC Operations Officer
[email protected]
Ayanda Mngoma
[email protected]
CFRC Paid Staff Member
Kanivanan ChinniahAMS Media Services Director
[email protected]
2
CFRC’s Mandate
CFRC's mandate is to provide innovative and alternative radio programming that enriches and
challenges the academic and cultural life of the University and Kingston communities and to
provide members with the opportunity to participate and gain skills and experience in the
collective operation of a radio station, whose programming and practices are not constrained
by demands for profit.
What is CFRC?
CFRC is Kingston, Ontario's only campus-community radio station, broadcasting from
Queen's University since 1922.
CFRC is licensed as a campus-community radio station by the Canadian Radio-Television
and Telecommunications Commission (CRTC) under the corporate name Radio Queen's
University. The CRTC defines a campus radio station as a station owned or controlled by a
not-for-profit organization and associated with a post-secondary educational institution.
Community-based campus stations, such as CFRC, have programming produced primarily by
volunteers who are students or members of the community at large. The training of
professional broadcasters is not the station’s primary objective. The primary role of these
stations is to provide alternative programming such as music, especially Canadian music, not
generally heard on commercial stations (including special interest music, as well as styles of
popular music seldom broadcast), in-depth spoken word programming, and programming
targeted to specific groups within the community. Although students play an important role in
programming, community-based campus stations also provide access to members of the
community at large. Such stations also provide training in radio production to volunteers. All
campus stations are mandated provide programming that is complementary, not only to that
of commercial stations, but also to that of community stations and other campus stations
operating in the same location.
CFRC broadcasts at 3,000 watts from a transmitter located on a Rogers tower by Highway 15
north of the 401, with a signal reaching from Belleville to Brockville and Westport to
Watertown at 101.9 on the FM dial. We also broadcast on-line at http://cfrc.ca, via Cogeco
cable channel 282, and through our Android and IPhone apps. The station broadcasts 24/7.
Almost all of CFRC's on-air programming is produced by more than 150 active volunteers
delivering a diverse mix of music and spoken word content not available through other media.
CFRC's work doesn't only take place on the airwaves. The station also provides free
broadcast training to Queen's and Kingston community members. In addition to three
volunteer recruitment and training cycles each year, CFRC organizes skill-building
conferences and workshops, creative radio projects and community-building events on
Queen's campus and in the broader community.
3
A Brief History of CFRC
1902: First demonstration of wireless telegraphy on Queen’s campus at spring convocation by James
Lester Willis Gill, professor of General Engineering, Kingston School of Mining.
1912-17: First formal teaching of wireless telegraphy in the Department of Electrical Engineering.
1919: Professor Gill founds the Wireless Club at Queen’s University.
1922: Professors D.M. Jemmett and R.L. Davis design and build the experimental wireless telephone
station in Fleming Hall and obtain the experimental broadcasting license 9BT.
1923: “Canada’s Famous Rugby Champions” (CFRC) makes it debut with the play-by-play of a
Queen’s-McGill football game.
1930-31: Harold H. Stewart builds a crystal-controlled transmitter for CFRC.
1934: CFRC, in partnership with the Kingston Whig-Standard, becomes a member of the Canadian
Radio Broadcasting Commission (later the CBC).
1938: CFRC broadcasts an address of U.S. President Franklin Roosevelt relayed around the world.
1942: Partnership with the Whig Standard is dissolved; Queen’s radio reverts to the University's
Electrical Engineering Department.
1945: Dr. William Angus, with the CBC, establishes a training program for broadcasters at Queen's.
CFRC broadcasts 3 nights per week.
1954: After obtaining an FM license and the donation of an FM transmitter from Westinghouse, CFRC
broadcasts on FM at 91.9MHz, with simulcast AM transmission on 1490KHz
1957: Margaret Angus is appointed Director of Radio at Queen’s University and forms the CFRC
Student Radio Club. CFRC celebrates 35 years on the air.
1958: under the supervision of Margaret Angus, CFRC's programmers grow from less than forty
student broadcasters to more than one hundred.
1959: CFRC relocates from Fleming Hall to new facilities at Carruthers Hall.
1964: the first “modern" broadcast of a Queen’s Gaels game airs from Toronto’s Varsity Stadium.
1968: Andrew Marshall is appointed Manager of CFRC.
1969: Membership of the student Radio Club reaches more than 150.
1970: Andrew Marshall successfully defends the introduction of rock ‘n’ roll on CFRC's airwaves to the
Queen’s Radio Committee; CFRC-AM and FM begin separate broadcast schedules.
1971: a Listener survey response reads: " A good radio station without commercial interruptions is
delightful. This is Queen’s Radio."
1972: CFRC turns 50!
4
A Brief History of CFRC (continued)
1973: extensive renovations take place at CFRC, including upgrades to stereo equipment, air
conditioning, and a new lounge and office.
1974: Steve Cutway is hired as station manager at CFRC.
1977: The CFRC Student Radio Club becomes the CFRC Radio Club, now open to Queen’s faculty,
staff, alumni, and community members. The "Go Stereo" fund is launched with a major contribution
from Kathleen Ryan in memory of her husband, a former CFRC volunteer.
1981: CFRC-FM's ownership is transferred from Queen's University to the independent, non-profit
corporation "Radio Queen's University" (RQU), to comply with federal requirements.
1986: The CRTC approves CFRC for daily broadcasting at 91.9FM.
1990: Maureen Plunkett is appointed station manager at CFRC; CFRC goes stereo at 101.9MHZ and
begins broadcasting seven days per week.
1995: CBC donates a “Switch 56” for CFRC to provide and receive broadcast signals internationally
1997: CFRC celebrates 75 years of broadcasting at Queen’s University.
2001: CFRC is on the air 24 hours per day, 7 days a week; the station leaves reel-to-reel tape behind
in favour of new digital production technology.
2002: CFRC's 80th anniversary brings together station alumni for celebrations.
2003: Queen's University begins the transfer of control of CFRC operations to The Alma Mater
Society. Stuart Mills, former Program Director, is hired as CFRC's first Operations Officer.
2004: CFRC launches its online simulcast stream at http://cfrc.ca
2006: Eric Beers is hired as the second Operations Officer; AMS Transfer Agreement is finalized.
2007: Sayyida Jaffer steps in as Interim Operations Officer.
2009: CFRC launches a new website; Kristiana Clemens is hired as the third Operations Officer.
2012: AMS signs an agreement to transfer control of CFRC operations to RQU within 2 years; CFRC
celebrates 90 years of broadcasting at Queen's.
2014: CFRC launches an extensive Revitalization Plan to upgrade broadcasting equipment and
complete renovations to improve the accessibility of the station. The AMS-RQU transfer agreement
concludes, leaving CFRC under the operation of RQU, operating on a new membership structure and
by-laws. A 5-year agreement is signed with Queen's University to ensure CFRC's use of space on
campus and support implementation of the Revitalization Plan.
5
Membership and Operating Structure
Under CFRC's new by-laws, membership consists of all those who have paid an annual
membership fee, whether in the form of membership dues or as an allocated Queen's
University student fee, or as a combination thereof. As of May 1, 2014, membership rates are
set at $7.50 per year. Queen's students (AMS or undergraduate and SGPS or graduate
students), who pay a $7.50 student fee to support CFRC, are all members of CFRC.
Community members must pay $7.50 for a 1-year membership.
Each member in good standing is entitled to attend and speak at any special or general
meeting of the members of RQU. Each member is also be eligible for volunteer skills
training programs and workshops offered by CFRC Radio. Members who have participated in
CFRC Radio as a volunteer for at least 3 hours within the previous 12 months, including
participation in training programs or workshops, and including those in ex-officio positions on
the Board, are entitled to one vote on each question arising at any special or general meeting
of the members of RQU. Membership is a pre-requisite for holding any non-ex-officio
position on the Board. Volunteer members who have completed training to do so are eligible
to perform on-air programming-related tasks for CFRC. Membership status may be revoked,
without refund of the annual membership fee, by a unanimous vote at a meeting of the Board
of Directors, on the basis of gross or repeated violation of CFRC Radio policy.
Members are served by a small number of paid core staff. CFRC's current core staff are:
Kristiana Clemens, Operations Officer
Ayanda Mngoma, Business Manager
Brendon Wilson, Program Manager
Cameron Willis, Music Resources Manager
In addition, CFRC employs a number of part-time, short-term staff in various coordination
roles (eg. Volunteer coordinator, Spoken Word and Special Programming Coordinator, News
Coordinator, Sports Coordinator, Arts Coordinator, Funding Drive Coordinator). These
positions are normally funded by project or employment grants, or remunerated with a small
honorarium paid from CFRC's operating budget. On top of this, CFRC recruits a number of
unpaid co-op students, interns and work placements each year through its relationships with
local highschools, colleges and Queen's departments. In 2013-2014, CFRC had 9 part-time
or temporary coordinators, 5 co-op students, 2 college work placements and 5 Queen's
internship placements.
Occasionally, members participate in CFRC's radio programming as Contributors before they
have completed the training necessary to become a Volunteer or Programmer. In such cases,
the Contributor's content is prepared and presented under the direct supervision of an
appropriate trained CFRC volunteer or staff person. Contributors are strongly encouraged to
complete the training required to become full-fledged CFRC Programmers. Unlike CFRC
membership, which is renewed annually, CFRC training lasts indefinitely, and past volunteers
are welcomed back to the station after an absence so long as their membership is up to date.
Volunteer members are automatically granted membership in the CFRC Radio Club, the selforganized body of volunteers which organizes social events and holds representation on
CFRC's Board of Directors.
6
Governance Structure
CFRC was owned and operated as part of Queen’s University until 1981, when changes to
federal regulations required the creation of an independent, non-profit entity to hold CFRC's
broadcast licence. This led to the birth of Radio Queen's University (RQU).
RQU administered CFRC's broadcast licence and assets throughout the1980s and 1990s. A
Policy Board, led by CFRC and University staff, governed the general direction of the station.
A Station Manager and other paid staff supervised day-to-day operations, and the volunteer
Radio Club managed on-air programming and scheduling decisions.
On September 2, 2003, the RQU Board passed a motion stating “That Radio Queen’s
University agrees that the AMS will assume responsibility for CFRC-FM Radio.” A transfer
agreement was signed in June, 2006.
At this time, the "CFRC Advisory Board" was born, modelled on a hybrid between the Queen's
Journal's Board and the former CFRC Policy Board. The "CFRC Advisory Board" was
responsible for station policy development and approval, handling internal complaints or
conflicts, and assisting with long-term strategic planning and development for CFRC. The
"CFRC Advisory Board" reported to the AMS Board of Directors and operated within the AMS
By-laws. For these reasons, the “CFRC Advisory Board” was not a Board of Directors in the
traditional sense, but more of a Steering Committee or Advisory board; hence its name.
Since 2006, Radio Queen's University has continued to exist, holding the broadcast license
and spectrum allocation of CFRC and maintaining ownership and operation of the station's
transmitter and broadcasting equipment (in compliance with federal Radio Regulations). In
November, 2009, changes to the by-laws of RQU made the composition of the RQU board a
subset of the "CFRC Advisory Board." Members of the RQU Board were responsible for
participating in RQU's Annual General Meeting and for addressing any issues that may arise
with regard to CFRC-FM's broadcast license, spectrum allocation or transmitter.
In 2010, new CRTC regulations stipulated that campus and community radio stations like
CFRC must be "owned, operated, managed and controlled by a not-for-profit organization that
provides for membership, management, operation and programming primarily by members of
the community served." This meant that the federal regulator required RQU, the license
holder, to have "effective control" of CFRC, ensuring that no other person or corporate entity
"has the ability to cause the licencee or its board of directors to undertake a course of action."
This directive was not met by CFRC's operation as a service of the AMS. Further, CFRC's
community access mandate, also stipulated under the terms of its broadcast license, rests in
conflict with the AMS mandate to serve only its student members. To resolve these conflicts,
an MOU was signed by the AMS and RQU in 2012, to initiate a separation of CFRC from the
AMS. This separation was completed in April, 2014, prior to CFRC's next broadcast license
renewal in August, 2014, at which time the station is required to demonstrate (and has been
determined by the CRTC to be in) compliance with current CRTC regulations.
7
Board Responsibilities
The new RQU Board of Directors takes on governance and oversight of operations for CFRC
101.9fm at a time of great transition and change. Under the University and the AMS, CFRC's
"Boards" had limited control over the direction of the station, serving as advisory bodies, while
the RQU Board had practically no role in overseeing station operations. For CFRC to
successfully transition to operations as an independent non-profit, a re-visioning and reworking of board responsibilities and goals is required. Properly managed, this transition
provides an opportunity for renewed strategic focus and energy, as resources are realigned
and expectations are reviewed.
Types of Boards:
Working/Administrative board - Board members are directly involved in many aspects of dayto-day operations, including HR management, financial administration, policy development,
planning and office management.
Mixed board - Board is less involved in day-to-day management but remains involved in the
work of the organization; committees are established to work on areas such as HR
management and planning.
Policy board - Board establishes the organizational mandate, sets goals and monitors
progress; staff implement Board goals and policies; executive director/manager is
accountable to the board for HR management; board is responsible for hiring, supervising,
and evaluating executive director/ manager.
This past year, CFRC functioned with a Mixed board and it is anticipated that this will continue
for the coming year. As the station becomes more fully-fledged as an independent non-profit,
the Board should plan to become a Policy board in accordance with non-profit best practices.
Legal Duties of Directors:
All board members have a fiduciary duty to the organization. This means they are acting on
behalf of the membership in directing the affairs of CFRC. This fiduciary duty covers all areas
of responsibility, including HR and financial operations. Directors have a duty to obey all laws
and statutes that apply to the organization. In CFRC's case, this would include federal labour
laws, Ontario not-for-profit regulations and CRTC policies. Directors' legal duties also include:
Duty of diligence - Directors are required to act reasonably, prudently and in good faith; to
educate themselves about the organization; to make reasonable inquiries into the day-to-day
management of the organization; to make informed decisions; and to seek the advice of
qualified professionals as needed.
Duty of skill/competence - Directors with special skills or knowledge have a duty to use that
expertise in their role as a Board member, and to practice the standard of care expected of
their professional abilities. Board members without specialized skills are expected to act
prudently: to try to foresee the potential consequences of a course of action before taking it.
Duty of loyalty - Directors have a duty to place the interest of the organization first, acting
honestly, in good faith and in the organization's best interest. Directors must fully and
promptly disclose, and take action to avoid, potential, perceived or real conflicts of interest.
8
Board Responsibilities (continued)
Duty of obedience - Directors have a duty to act within the scope of the governing documents
of the organization (bylaws and policies), to ensure that committees and staff do so as well,
and to ensure that these documents are kept up-to-date.
Organizational Duties of Directors:
In addition to fiduciary duties, directors assume organizational duties as well:
Governance - Directors should become familiar with the organization's bylaws, letters patent
and articles of incorporation; develop and review organizational policies and procedures;
ensure other Directors are fulfilling their legal and fiduciary duties; ensure the organization is
operating within its “objects” (legally stated purposes) at all times; maintain a current list of
officers and directors; and keep minutes of meetings on record and available to the public.
Planning - Directors should review and develop the organization's mandate; set goals and
establish action plans through strategic planning processes; organize and hold regular board
and standing committee meetings; and establish effective evaluation practices for measuring
the outcomes of plans.
Financial Oversight - Directors are responsible for approving and monitoring the
organization's operating budget; for reviewing, understanding and approving monthly financial
statements; for exploring potential sources of funding (including grants, fundraising and other
possibilities); and for developing and reviewing financial policies and procedures.
Human Resources - Directors should ensure that the human resource needs of the
organization are met; should develop and review human resource policies and procedures,
including staff roles, responsibilities, and decision-making processes; ensure that fair and
ethical practices are in place for all staff, including mandatory benefits; ensure that staff
contracts are in order, signed and up-to date; and evaluate and provide constructive feedback
to staff on a regular basis.
Promotion and Outreach - Directors need to provide a positive public image for the
organization, maintaining an image of credibility and respect; organizing and participating in
public relations and awareness activities; liaising with major funders and key stakeholders;
and presenting an image of leadership and assistance to staff, volunteers and the community
Accountability, Transparency and Confidentiality:
In order to fulfill their responsibilities, directors are expected to maintain high standards of
accountability, transparency and confidentiality.
Accountability demands that responsibility is taken for decisions that are made. In order for
this to happen, all those responsible for making decisions need to have a clear understanding
of their obligations and of the scope and limit of their authority. Decision-making processes
need to be evaluated for their diverse and inclusive representation of members' voices; their
adherence to the organization's (or committee's, or project's) mandate; how decisions are
communicated and implementated among stakeholders; and for reasonable recourse by
stakeholders and participants to address and resolve conflicts or complaints as they arise.
9
Board Responsibilities (continued)
Accountability also demands that each board member keep in touch with their own sense of
ethics. Boards and committees must create and nurture a special type of trust: one that allows
members to discuss and debate in a courteous yet vigorous manner. Individuals must feel
that their opinions matter. Decisions must truly be those of the group, rather than driven by
one or two powerful or vocal members. Development and adherence to a specific decisionmaking process and to a specific decision-making structure for the Board, committees and
staff are strongly advised.
Transparency allows those outside of the Board to understand what the Board and its
committees are doing. It is the means by which decisions and changes are reported to
stakeholders; and by which stakeholders are made aware of their responsibilities to the
organization and of their rights to recourse when concerns, problems or conflicts arise. A
useful tool to create transparent structures and operations is a public Terms of Reference
document outlining the body's mandate, membership composition, decision-making
processes, reporting structure, and complaints resolution procedure. Terms of Reference can
help guide participants' actions in a transparent and accountable way, providing a yardstick by
which participants and outsiders may measure actions that are undertaken.
Confidentiality places limits on access to certain information in order to protect the
organization and its members from harm. Confidential material includes personal information
about board members, staff or volunteers; drafts of policies and other internal working
documents of committees or the board; information related to legal proceedings; audio or
video recordings of non-public discussions or meetings; and personal communications sent
by individuals to the Board, staff or committees (in the latter case, confidentiality may
sometimes be maintained by presenting material minus any identifying personal information).
Board members, staff and volunteers should not share or discuss such items with outsiders,
and should use care in discussing them amongst themselves, if there is danger that others
may overhear. Confidentiality must be reconcilable with transparency and accountability:
stakeholders must have enough information to trust that decisions are being made in their
best interest, and have sufficient recourse to meaningfully question processes and outcomes.
When confidentiality feels oppressive, or appears to conflict with transparency and
accountability, there is a need to distinguish it from secrecy. Secrecy hides, rather than
protects, information. While maintaining confidentiality, board members must also consider
the harm that can come from stakeholders feeling that they are being kept in the dark. In fact,
it is often when something unusual is happening that there is the greatest need for a careful
balance between transparency, disclosure and confidentiality. When volunteers or other
stakeholders are concerned and feel that they are not being given enough information, there
is a tendency to fill the information gap with rumours and speculation. Volunteers are among
the most important assets in any non-profit organization, but especially at CFRC. Their
countless hours of donated time and their passion and commitment are critical to the wellbeing of the organization. When a board or its committees fail to provide transparency in the
processes used to conduct business - or when they seek or appear to avoid accountability there is a real danger of losing the trust and confidence of volunteers and stakeholders. In
general, a prudent board member should always ask, “Why must this be kept confidential?
10
Board Decision-Making and Documentation
The CFRC Advisory Board favoured an informal approach to decision-making, rather than
formalized models such as Robert's Rules or consensus procedures. Generally, items
requiring a decision would be brought forward during the appropriate committee's or
representative's update on the agenda. Decisions to be made could include accepting the
meeting's agenda and any new policy developments, planning initiatives, major financial
decisions (such as the annual budget) and staffing measures. Open discussion would be
held on matters of concern, moderated if necessary by the meeting facilitator. A consensual
decision would almost always be the outcome, verified by a unanimous vote. In some
instances, the facilitator might request a vote from the Advisory Board where there is not a
consensus. In these cases, depending on the matter being addressed and in accordance
with RQU by-laws, either a majority or two-thirds vote would stand. A quorum of at least 6
votes would have to be present at a meeting for a decision to be taken. The roles of minutetaker and facilitator rotated among CFRC Advisory Board members on a voluntary basis.
The Operations Officer acted as the Secretary for the RQU Board from 2009-2013, drafting
and circulating meeting reminders, minutes and supporting documentation. Since December,
2013, the Treasurer of the RQU Board has assumed the duties of Secratary under the title of
Secretary-Treasurer. In accordance with RQU's by-laws, the President chairs meetings, with
the Vice-President filling in as required. A quorum of a majority of voting directors (ie. 6) are
required to be present for a decision to be taken. Discussions remain rather informal, with
decisions verified through motions put forward and seconded by directors and verified by a
vote, which is also nearly-always unanimous. In the case of a lack of consensus, a majority
of votes stands. Where the vote is tied, the President as chair is entitled to a second vote.
Tips for Directors to help ensure productive meetings:
Know the Agenda: Review the agenda circulated in advance of the meeting and contact the
Secretary or President with any questions or concerns before the meeting begins.
Keep an eye on the Clock: Board meetings generally run no longer than 2 hours. Although
there may be instances where critical decisions or conflicts prolong a discussion, regular time
checks throughout the meeting can help to ensure everyone is on track and comfortable with
the pace of the meeting.
Stick to the Agenda: Make an effort to keep comments focused on the item in the agenda that
is being discussed. If tangental issues arise that need attention or a decision, request that the
Chair address them at the end of the meeting, during "Other Business."
Check Yourself: For effective group decision-making, it is crucial that every Board member's
voice is heard. Keep your own comments brief and on point, but also make an effort to voice
your perspective before a final decision is made. As a director, you will have to remove
yourself emotionally from the issues at hand and accept ideas or opinions that differ from your
own. This doesn't mean you have to hide your feelings, but remember be considerate and
respectful of everyone present.
Check In With Others: It's a good idea to check in with everyone present at the beginning and
end of each meeting, to ensure people feel comfortable with their levels of participation and
the decisions being made.
11
Committees
In addition to attending monthly meetings, all CFRC Board members are expected to sit on
one or more RQU committees. Past committees struck by CFRC's Advisory Board included:
HR Committee: essentially a Board nomination committee
Policy Committee: to draft new policies as directed by the Board
Planning Committee: to work on short and long-term Strategic Planning for CFRC Radio;
past subcommittees of this group have included the NCRC planning committee, 90th
anniversary planning committee and Student Outreach Committee
Grievance Committee: to address and resolve complaints in-line with CFRC policies
RQU committees for the 2013-14 year were:
HR Committee: to implement and administer staff contracts
Policy Committee: to draft CFRC policies and to update CFRC's existing mandate and
policies to meet the needs of its new operating and governance structures
Student Outreach Committee: to coordinate student outreach initiatives and events and to
execute a successful campaign for an AMS fee increase.
Finance and Fundraising Committee: to work with the Operations Officer and Business
Manager to oversee CFRC's financial operations, grant applications and projects, to explore
and develop new and existing fundraising and development opportunities, and to consider
options and procedures for administration of payroll, banking, bookkeeping and accounting.
Technical Planning Committee: to work with staff to develop, secure funding for and
oversee the implementation of upgrades to CFRC's technical infrastructure.
Grievance Committee: to address and resolve complaints in-line with CFRC policies
The outgoing Board has recommended continuation of each of these committees.
Committee Terms of Reference, 2013-14
Human Resources Committee:
Chair: The Committee shall appoint the chair of this committee.
Secretary: The Committee shall appoint its secretary
Reporting: A representative of the Committee shall report regularly to the Board and will bring
any decisions to be made to the Board for final approval.
Meetings: Meetings of the Committee are held on an as needed basis, at the call of the
Committee Chair. Meetings may be held in person or by means of telephone conference or
such other communication as to permit all persons participating in the meeting to
communicate adequately with each other.
Notice and agenda of committee meetings shall be sent to each member of the committee
with 5 days in advance or an otherwise reasonably in advance of committee meetings.
Composition: The Committee shall be composed of at least 3 voting directors one being
Radio Club President and the rest selected by the Board including a representative from the
student population
Quorum: majority of Committee (50% plus one)
Mandate: The Human Resources Committee has the following responsibilities:
12
Human Resources Committee (continued)
1. As the HR Committee will have access to sensitive information about staff, this
committee shall keep all such information in confidence and maintain an environment
of respect to privacy.
2. The Committee shall recommend to the board compensation policy and guidelines
for staff and any contract positions. This includes benefit and pension plans, and any
employment contracts containing termination or other special provisions outside of
normal employment practices of the organization (CFRC).
3. The Committee shall recommend policy to the board as needed (i.e. hiring process,
employee records, etc)
4. The committee shall, as required, review the staffing structure and job descriptions
and make recommendations to the Board on any changes as needed.
5. Shall oversee an annual performance review process for all staff.
6. Before making recommendations to the Board about staff salary and compensation
packages the HR Committee will confer with the Finance Committee along with any
other appropriate parties required to make an informed decision.
Performance: The performance and effectiveness of the Committee will be assessed annually
as part of the board’s evaluation and planning process; to review the past year and to plan for
the next.
Complaints and Concerns: Complaints and concerns may be directed to the Chair of the HR
Committee. Where the complaint or concern implicates the HR Committee itself complaints
will be directed to the Grievance Committee of the RQU Board.
Policy Committee:
Mandate: To draft new policies and to ensure that current policies are up-to-date, reflect
current governing regulations and best practices for the campus-community radio sector and
support the long-term sustainability of CFRC Radio, as directed and approved by the Board.
Membership Composition: At least 3 RQU directors, including representation from CFRC
staff, CFRC volunteers and Queen's students; with participation from other CFRC non-Board
volunteer members as required.
Meetings: Meetings shall be scheduled as required, and may be called by any committee
member. Meetings shall be facililtated on a rotating basis. Secretarial duties (minute-taking
and meeting reminders) shall be undertaken on a rotating basis.
Decision Making: Quorum shall be 3 committee members. Decision making shall be made
by consensus. If there is a lack of consensus, decisions will be deferred to the RQU board.
Reporting Structure: The Policy Committee shall report to the RQU Board of Directors.
Where policies are being developed based upon recommendations from another RQU
committee or body (such as staff or volunteers) that have been approved by the Board, the
Policy Committee may work directly with that other committee or body to develop its policy
recommendations for presentation to the Board.
Complaints and Concerns: Complaints and concerns may be directed to the staff
representative on the committee. Where the complaint or concern implicates the staff
representative, or the staff representative is unable to resolve the complaint to the
complainant's satisfaction, complaints will be directed to the Grievance Committee of the
RQU Board.
13
Student Outreach Committee:
Chair: The committee will appoint its own chair.
Secretary: The committee will appoint its own secretary.
Reports to: The chair or the secretary of the committee shall report regularly to the Board.
Meetings: Meetings of the committee are held on an as needed basis, at the call of the
committee chair. Meetings may be held in person or by means of telephone conference or
such other communications facilities as to permit all persons participating in the meeting to
communicate adequately with each other.
Composition: The committee shall be composed of Queen’s University undergraduate (AMS)
and graduate (SGPS) students who are directly involved with the station, either in a volunteer
or staff capacity. CFRC’s Business Manager will also sit on this committee.
Current Composition: Meagan Crane (SGPS), Brendon Wilson (AMS), Kenneth Hall (AMSgrad, SGPS), Camille Di Iulio (AMS-grad), Ayanda Mngoma (CFRC Business Manager),
Laura Casselman (AMS), Devin McDonald (AMS)
Mandate: The Student Outreach Committee will look at ways that CFRC can enhance and
highlight its products and services to engage the student body at Queen’s University, in
addition to the maintenance of the station’s student fees.
Quorum: Quorum shall be considered the majority of committee (more than 50%). Currently,
there are seven members sitting on this committee. Quorum shall be considered four
members, so long as there are seven members on this committee.
Committee Performance: The performance and effectiveness of the committee will be
assessed annually as part of the Board’s evaluation and planning process; to review the past
year and to plan for the next.
Finance and Fundraising Committee:
Mandate: To work with CFRC's Operations Officer and Business Manager to oversee CFRC's
financial operations, grant applications and projects, to explore and develop new and existing
fundraising and development opportunities and to support short and long term financial
planning and administration.
Membership Composition: 3 or more voting directors, including the RQU Treasurer and
President, plus participation by CFRC's Business Manager, Operations Officer and the AMS
Media Services Director, with guests as needed.
Decision Making: Quorum shall be a majority of committee members. Decision making shall
be made by consensus and if there's a lack of consensus, the decision would be taken to the
RQU board.
Whenever a committee member has a financial or personal interest in any matter coming
before the committee, the affected person shall a) fully disclose the nature of the interest and
b) withdraw from discussion, lobbying, and participating in decision-making on the matter. Any
decision involving a potential conflict of interest shall be approved only when the
disinterested members determine that it is in the best interest of the corporation to do so. The
minutes of meetings at which such decisions are taken shall record such disclosure,
abstention and rationale for approval.
Reporting Structure: The Finance and Fundraising Committee shall report to the RQU BoD on
a monthly basis, provided that there has been activity (meetings, research, etc.) to report on.
The Finance and Fundraising Committee shall provide the RQU BoD with recommendations
as opposed to making binding decisions.
Complaints and Concerns: Complaints and concerns regarding the work of the committee
shall be directed to the President. If the President is unable to resolve the complaint or there
is a conflict of interest present, the complaint shall be directed to the Grievance Committee.
14
15
Tech Planning Committee:
Mandate: To develop a comprehensive tech plan (including model numbers and pricing) for
upgrading CFRC broadcasting facilities and technical infrastructure.
Membership Composition: At least 3 RQU directors, including representation from CFRC staff
and programmers, with participation from others as required.
Current members: Kristiana Clemens, Ayanda Mngoma, Kelley Bolen and Mike Cowan
Meetings: Meetings shall be scheduled as required, and may be called by any committee
member. Meetings shall be facilitated on a rotating basis. Secretarial duties (minute-taking
and meeting reminders) shall be undertaken on a rotating basis.
Decision Making: Quorum shall be 3 committee members. Decision-making shall be made
by consensus. If there is a lack of consensus, decisions will be deferred to the RQU board.
Reporting Structure: The Tech Planning Committee shall report to the RQU Board of
Directors, meaning all recommendations will be presented for final Board approval. The Tech
Planning Committee may work directly with another committee or body to develop its
recommendations.
Complaints and Concerns: Complaints and concerns may be directed to the staff
representative on the committee. Where the complaint or concern implicates the
(appropriate) staff representative, or the staff representative is unable to resolve the complaint
to the complainant's satisfaction, complaints will be directed to the Grievance Committee of
the RQU Board.
Strategic Planning and Goals
Developing a Strategic Plan for the coming year was an annual initiative of CFRC as an AMS
service. Under the AMS model, staff would develop the strategic plan in consultation with
CFRC volunteers and the Advisory Board, present the draft plan to the Advisory Board for
approval, then deliver the plan to the AMS Board for its approval. Ranging from 5-15 pages in
length, the plan would include a situational overview (sometimes including a SWOT analysis
of CFRC's Strengths, Weaknesses, Opportunities and Threats), a GSM table (highlighting
Goals for the coming year, Strategies to achieve them and Measurable outcomes), and an
Action plan with a timeline and task delegation plan for implementing the Strategies
highlighted in the GSM. CFRC was also required by the AMS to submit a separate Marketing
Plan with specific goals for enhancing visibility and reach. Midway through the fiscal year
(between October and December) these plans would be reviewed and a Mid-Year Review
drafted to assess what had been achieved and what remained to be accomplished throughout
the remainder of the year.
This past year, CFRC staff and the RQU Board followed a similar process to develop a
Strategic Plan, although no Marketing Plan or Mid-Year review were conducted. Instead, for
the last half of the year, goals were reviewed at the monthly board meeting and a checklist
updated to measure what had been achieved and what remained to be accomplished. In
addition to the Strategic Plan for the 2013-14 year, the Board approved a Revitalization Plan
to guide CFRC's development over the next three years.
This annual Strategic Planning process has been successful in allowing staff to develop and
carry out specific, planned actions in the midst of great structural change and high staff
turnover. Advisory Board and staff members generally found it to be a useful project for
setting goals and evaluating accomplishments.
16
Strategic Planning and Goals (continued)
For the coming year, it could be beneficial for staff and the Board of Directors to develop
CFRC's Strategic Plan through a joint planning session early in the summer. Another
suggestion has been for the Board of Directors to request Goal Plans from the Operations
Officer and 3 managers, which can be referred to by the staff themselves throughout the year
and by the HR Committee during mid-year Performance Reviews.
CFRC could also benefit from longer-range strategic planning exercises to set goals and
evaluate measurable achievements for the radio station in the coming 3, 5 or 10 years. The
last time this type of long-range planning took place was after the transfer of operations to the
AMS, in 2006. A review of that plan and development of a forward-looking strategy could be a
task for the current RQU board to consider for the coming year.
2013-14 Incomplete Goals
Project
Staff
reviews
Actions
Responsible Body
-Develop staff review policy and procecedures HR Committee
-Complete staff reviews
HR Committee
-Review staffing structure/job descriptions
HR Committee
Revenue
-Review and explore fundraising options
Generation/ -Review and explore sponsors/ad clients
Fundraising
-Review financial procedures and services
Finance/Fundraising Cttee
Letters of
-Draft/file Letters of Continuance for RQU
Continuance
Policy Committee
(Implementation of Ontario
Regulations postponed)
Finance/Fundraising Cttee
Finance/Fundraising Cttee
New Goals identified by 2013-14 Board
Mission Statement: Draft a new Mission Statement for CFRC
Board Nominating Committee: Create a Board Nominating/Recruitment Committee
RQU Bylaws: Re-evaluate bylaws concerning quorum at Board of Directors meetings; draft
bylaw provision to allow for email voting and remote participation at Board meetings.
Staffing: Create a Volunteer Coordinator position at 20 hours per week from September-April
Security/Confidentiality: Review current and develop and implement best practices and
procedures for financial administration, HR documentation, donor stewardship and IT security.
17
CFRC'S Revitalization Plan In Brief
CFRC Radio's Revitalization Plan will complete long-awaited upgrades to the community station's
control room, accessbility features and digital infrastructure, to enhance the organization's capacity for
inclusive volunteer engagement with and skills development through the creative arts of audio
production and radio broadcasting.
PHASE 1: MAY-JUNE 2014
CFRC's website, email, on-line audio stream and digital audio logging and archiving systems will be
migrated to new servers and enhanced with new back-end software.
PHASE 2: JULY-AUGUST 2014
The central component of CFRC's broadcast operations, its on-air control room, will be upgraded with
replacement of its obsolete, 1980s-era broadcasting console by a new, digital broadcast console. The
control room upgrade will also include the addition of new microphones and a phone interface to allow
a greater number of guests on-air; an integrated time system to ensure all clocks in CFRC studios are
synchronized; new computers to serve audio files for playback; new software for audio production and
logging; and new carpet to enhance sound quality and comfort.
PHASE 3: AUGUST-DECEMBER 2014
CFRC's facilities will be renovated to include an accessible washroom, a sink with accessible taps, a
ramp in a control room where there is currently a step, and new soundproof doors with accessible
handles to control rooms. Backup power for critical equipment will also be established to ensure
CFRC can continue broadcasting in the event of a power outage on site (such outages occur 3-5
times per year). CFRC's volunteers will be trained in the use of new broadcast equipment.
PHASE 4: 2015
CFRC will implement an HR restructuring plan to streamline its staffing operations, to provide all
volunteers with proper training to use the station's new equipment, to maintain and enhance CFRC's
on-line communications and services, and to increase the amount of student outreach and training
CFRC provides. Student and volunteer surveys will be conducted to assess students changing
perceptions, expectations and demands of CFRC and to evaluate listenr and volunteer satisfaction
with recent improvements. Effort will be made to secure funding through grants and donations to
complete remaining renovations work such as carpet and linoleum replacement, patching peeling
plaster from walls, installing energy-efficient lighting and other details.
PHASE 5: 2016
Completing the HR restructuring plan, CFRC will transition to streamlined job descriptions and
reduced core staffing costs. Another student survey will be conducted to assess student listenership
and satisfaction with CFRC's services, in preparation for a TriAnnual review referendum vote in 2017.
CFRC will go to a TriAnnual Review referendum with the SGPS to confirm its graduate student fee.
PHASE 6: 2017 (TRIENNIAL REVIEW)
Having completed the Revitalization Plan and HR restructuring, while responding to student
demands identified in annual surveys, CFRC will be in a strong position to renew its AMS fee
18
through Triennial review. CFRC's 3-year agreement with Queen's University for the
administration to cover the costs of rent and maintenance services at CFRC will expire,
meaning that CFRC can anticipate beginning to pay $35,000 in annual rent beginning in May,
2017: a cost that will be feasible at that time given that major upgrades and renovations will
have been completed and staffing costs will have been reduced.
Staffing and Human Resources
Under the AMS operating model, core staff reported directly to the AMS Board, with the
Operations Officer supervised by the AMS General Manager and CFRC's Managers
supervised by the AMS Media Services Director. Managers had decision-making authority
over most areas of station operations, with the Operations Officer serving as a mentor,
advisor and consultant to help ensure that decisions were made on an informed basis and in
compliance with legal and policy frameworks. Managers also acted as direct supervisors of
part-time coordinators, with the Operations Officer again acting as a mentor and advisor as
well as a liaison for human resources concerns. Coordinators could, in turn, act as direct
supervisors of co-op students, interns or work placements as well as volunteers.
Under CFRC's new operating structure, the supervisory relationships for CFRC's Operations
Officer and Managers will have to change, and the roles and relationships of staff may also
need to change to best serve the station. In the interim, decision-making and supervisory
roles remain the same as under the AMS model, with core staff reporting directly to the RQU
Board rather than to AMS staff. CFRC's Board of Directors has also not yet developed any
formal hiring, employment, performance review, or termination policies, instead relying on
AMS policies as a guideline for CFRC HR practices. A 5-year HR plan proposal was
developed by staff in 2013-14 and reviewed by the HR Committee, but not presented to the
Board for approval. It can be anticipated that the RQU Board will wish to address these
responsibilities in order to ensure accountability and transparency in HR matters and to
assess the longterm direction of staffing at CFRC in accordance with the station's
Revitalization Plan.
Finances
CFRC operated with a deficit under the AMS, once the Queen's-AMS Transfer Agreement
was finalized and the University ceased to support the radio station with operating grants.
However, station revenues also increased dramatically after the transfer agreement was
finalized:
CFRC's Deficit:
2006-07: $16,730
2007-08: $15,606
2008-09: $18,562
2009-10: $15,451
2010-11: $18,365
2011-12: $17,366
2012-13: $ 4,787
2013-14: $0!!!!!
CFRC's Revenues:
2006-07: $103,396
2007-08: $113,213
2008-09: $135,125
2009-10: $140,339
2010-11: $144,786
2011-12: $168,208
2012-13: $213,666
2013-14: ~$190,000
19
CFRC Revenues come from five major streams:
Student fees:
Grants:
Fundraising, donations and memberships:
Advertising and sponsorship:
Studio rentals/merch sales/events:
CFRC Expenses fall in four major areas:
Staffing:
AMS Allocated Expenses:
Equipment and supplies (office and broadcast):
Libel insurance/royalties/association memberships:
Printing/Marketing/Merchandise:
~50%
~20%
~20%
~5%
~5%
~80%
~5%
~5%
~5%
~5%
Approximately half of CFRC's revenue comes from the AMS and SGPS through mandatory
student fees. This can be compared to the national average for campus stations in Canada,
which receive approximately 3/4 of their revenue from students. At $7.50 per student per
year, CFRC's fee is well below the national average ($10.72). CFRC's next largest sources of
revenue are fundraising and grants (each between 15-20% of CFRC's total annual revenue),
with smaller amounts raised through advertising and sponsorship, studio and equipment
rentals, merchandise sales and events. Queen's University continues to provide CFRC with
in-kind support, through the provision of free rent and utilities for the station's space in Lower
Carruthers Hall, under an agreement which will expire in May, 2017. Further, local
businesses and organizations provide up to $40,000 in promotional services (print and web
advertising, visual and verbal recognition, outreach and marketing opportunities) to CFRC
each year through in-kind sponsorships.
Despite its diverse revenue streams and in-kind support from the University and Kingston
community, CFRC faced a structural deficit of between $15,000-20,000 each year it operated
as an AMS service, once transition grants from the University ended in 2006. Stable sources
of operating revenue (student fees) were not sufficient to meet fixed costs (staffing and
technical expenses). The AMS compensated for the shortfall each year through deficit
coverage. With the transition to independence, CFRC retained a structural deficit, but no
longer had the safety net of coverage it received under the AMS. To address this situation,
CFRC asked students to increase the mandatory student fees they pay to support the station.
SGPS members voted through referendum to increase their mandatory fee to $7.50 per year
starting in 2013-2014. AMS members voted to match that fee starting in 2014-2015.
Because the student fee increases are matched with projected increases in CFRC's grant
revenue, it is anticipated that the overall proportional balance of CFRC's funding sources will
not shift dramatically with the increase.
20
Financial Results and Draft Budget,
2011-2015
21
Unaudited
2015
Budget
YE
2014
Projected
YE
2013
Actual
YE
2012
Actual
YE
2011
Actual
YE
Revenue:
30000CRC
30500CRC
31200CRC
31402CRC
31408CRC
31409CRC
31410CRC
31460CRC
31470CRC
31500CRC
31600CRC
31620CRC
31700CRC
31720CRC
31800CRC
36500CRC
37300CRC
38000CRC
39900CRC
STUDENT INTEREST FEES A.M.S.
STUDENT INTEREST FEES SGPS
FINANCE CHARGES
PROJECT GRANT SOUNDBOX
PROJECT GRANT COMMUNITY RADIO FUND
PROJECT GRANTS
GRANTS H.R.D.C.
GRANTS WORK STUDY PROGRAM
GRANTS SWEP
GRANTS QUEEN'S
SPONSORSHIP REVENUE
NCRA CONFERENCE REVENUES
DONATIONS
FUNDING DRIVE
MEMBERSHIPS
EVENTS REVENUES
STUDIO RENTAL FEE
MERCHANDISE SALES
ADVERTSING REVENUE
115,000
27,000
1,500
0
18,000
71,700
4,900
3,000
13,100
1,700
4,000
0
3,500
24,500
900
0
6,000
700
6,000
301,500
76,599
26,850
1,535
0
13,030
11,975
3,202
2,004
6,713
0
3,750
0
3,423
23,141
835
0
4,590
590
4,600
182,837
76,993
14,909
0
0
20,625
9,822
0
0
12,588
475
956
15,763
3,315
41,265
100
2,063
6,327
1,379
7,086
213,666
74,066
14,031
0
10,650
6,260
4,896
2,085
0
7,133
0
3,875
0
3,130
24,592
0
1,058
6,659
410
8,398
167,243
68,459
15,045
0
4,200
3,060
1,000
1,940
2,610
6,114
0
3,315
0
3,177
24,569
0
2,464
6,769
635
1,429
144,786
Expenses:
50000CRC
50240CRC
50740CRC
51000CRC
51420CRC
51640CRC
51660CRC
51790CRC
51800CRC
52700CRC
53420CRC
53890CRC
54480CRC
54700CRC
54790CRC
54860CRC
54865CRC
54910CRC
60000CRC
60250CRC
61000CRC
61100CRC
62000CRC
63000CRC
64000CRC
AUDIT
BANKING FEES
CONFERENCES
DEPRECIATION EQUIPMENT & FURNITURE
EVENTS EXPENSES
INSURANCE
INSURANCE LIBEL
MARKETING
MERCHANDISE
NCRA CONFERENCE EXPENSES
PHOTOCOPY EXPENSE
PROJECT SOUNDBOX
REPAIRS & MAINTENANCE
SOCAN MEMBERSHIPS & SUBSCRIPTIONS
SUPPLIES & EQUIPMENT
TELEPHONE
TELEPHONE BROADCAST/GAME CALL
TRAVEL
SALARIES
SALARIES OPERATIONS OFFICER
WAGES
WAGES SWEP
HONOURARIA
COMMISSION
VOLUNTEER APPRECIATION
4,000
500
1,500
0
1,500
5,000
1,500
2,000
1,500
0
2,500
0
45,000
5,500
63,000
5,000
0
500
58,000
59,000
29,900
17,400
4,000
0
1,300
308,600
0
530
991
112
199
5,000
1,278
2,446
1,992
0
2,870
0
4,061
4,761
6,327
4,076
0
567
39,078
59,319
32,356
7,508
5,638
50
452
179,611
0
0
0
448
500
3,807
2,160
2,236
1,619
16,014
3,378
0
1,375
4,972
6,181
3,989
0
329
59,795
58,842
28,621
15,087
5,100
0
0
214,453
0
0
999
448
1,822
0
814
1,046
999
0
2,259
355
149
4,515
5,707
4,149
34
153
60,034
51,273
17,249
6,246
16,245
0
114
174,609
0
0
850
336
792
0
3,100
734
482
0
1,938
0
1,512
2,932
6,554
4,163
50
237
55,044
43,180
21,462
3,619
6,212
0
286
153,486
Income (Loss) From Operations
-7,100
3,226
-787
-7,366
-8,699
Allocated Expenses:
73000CRC ADMINISTRATIVE CHARGE
AMS TRANSITION GRANTS/DEFICIT COVERAGE
SURPLUS FROM PREVIOUS YEAR
Excess Of Revenues Over Expenses
4,000
5,000
9,226
3,126
4,000
10,000
4,000
4,787
10,000
0
9,667
0
9,226
0
-17,366
-18,366
RQU By-laws
22
BY-LAW NO. 1
A by-law relating generally to the transaction of the affairs of:
RADIO QUEEN’S UNIVERSITY
BE IT ENACTED as a by-law of RADIO QUEEN’S UNIVERSITY as follows:
DEFINITIONS
In this by-law, unless the context otherwise requires:
"Act" means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context
requires, includes the regulations made under it, as amended or re-enacted from time to time;
“AMS” means the Alma Mater Society of Queen’s University
"AMS Assembly" means the highest legislative body in the AMS undergraduate student
government at Queen's University;
"Board" means the board of directors of the Corporation;
"By-laws" means this by-law (including the schedules to this by-law) and all other by-laws of
the Corporation as amended and which are, from time to time, in force;
"Chair" means the chair of the Board;
“CFRC” means the not-for-profit radio station servicing the Queen’s University and greater
Kingston community and is the common name for the RQU;
“Corporation” means CFRC, the corporation that has passed these by-laws under the Act or
that is deemed to have passed these by-laws under the Act;
“CRTC” means the Canadian Radio-television Telecommunications Commission, the
governing body in Canada that regulates and supervises broadcasting and
telecommunications in Canada;
"Director" means an individual occupying the position of director of the Corporation by
whatever name he or she is called;
“Member” means a member of the corporation, either voting or non-voting;
“Members” means the collective membership of the Corporation;
"Officer" means an officer of the Corporation.
“Radio Club” means the self-organized body of volunteer, voting members of CFRC.
“RQU” means Radio Queen’s University, the broadcast license holder which has effective
control of the station, as defined by the CRTC and is known by its common name, CFRC;
“SGPS” means the Society of Graduate and Professional Students of Queen’s University;
RQU By-laws (continued)
23
HEAD OFFICE
1. The Head Office of the Corporation shall be in the City of Kingston, in the Province of
Ontario and at such place therein as the directors from time to time determine.
SEAL
2. The seal, an impression of which is stamped in the margin hereof, shall be the corporate
seal of the Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be managed by a board of 14 directors, each of whom
at the time of election shall be a member of the Corporation. Directors will serve terms of
varying lengths, in accordance with the positions held. Each director shall be eligible for
reelection at the end of their term. At-large positions shall be elected by the Board. The entire
Board shall be ratified by a vote of the membership at the Annual General Meeting. Any
change to the number or composition of the Board of Directors constitutes a by-law change
and must be approved by the membership at a general meeting. Votes may be by a show of
hands unless a ballot be demanded by any member.
BOARD BALANCE OF REPRESENTATION
4. In accordance with CRTC Campus Radio Policy, the Corporation shall ensure the Board
includes balanced representation from the Queen's University student body, University faculty
and staff, and the community at large. In order to ensure balanced representation on the
Board, the following Directors of the Corporation will sit on the Board:
1. AMS Assembly Member (student representative, selected by the AMS Assembly, 1 year term)
2. CFRC AMS member student volunteer (elected by Radio Club, student representative, 1 year term)
3. AMS student member at large (student representative, 1 year term)
4. SGPS student member at large (student representative, 1 year term)
5. University Staff representative (University representative appointed by Student Affairs, 2 year term)
6. University Faculty or Staff member at large (University representative, 3 year term)
7. Community member at large (Community representative, 2 year term)
8. Community member at large (Community representative, 3 year term)
9. CFRC community volunteer (elected by Radio Club, Community representative, 1 year term)
10. CFRC Radio Club president (elected by Radio Club, 1 year term)
11. CFRC alumnus/alumna (Community, University or student representative, 2 year term)
12. CFRC Operations Officer (ex-officio, non-voting staff representative, 4 year term)
13. CFRC paid staff member (ex-officio, non-voting staff representative, appointed by paid staff, 1 year term)
14. AMS Media Services Director (ex-officio, non-voting student representative, 1 year term)
CITIZENSHIP OF THE BOARD
5. With respect to citizenship, no less than 80% of the Board must be Canadian citizens,
including the President of RQU.
RQU By-laws (continued)
24
QUORUM AND MEETING, BOARD OF DIRECTORS
6. A majority of the voting directors shall form a quorum for the transaction of business.
Except as otherwise required by law, the board of directors may hold its meetings at such
place or places as it may from time to time determine. The board may appoint a day or days
in any month or months for regular meetings at an hour to be named and of such regular
meetings no notice need to be sent. Special Directors’ meetings may be formally called by the
President or Vice-President or by the Secretary on direction of the former. The Secretary may
also formally call such a meeting on the direction, in writing, of two directors. Notice of such
meetings shall be delivered, telephoned or electronically mailed to each director not less than
one day before the meeting is to take place. The declaration of the Secretary or President that
notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of
the giving of such notice. A directors’ meeting may also be held, without notice, immediately
following the annual meeting of the Corporation. No formal notice of any Directors' meeting
shall be necessary if all the directors are present, or if those absent have signified their
consent to the meeting being held in their absence. The directors may consider or transact
any business either special or general at any meeting of the board.
ERROR IN NOTICE, BOARD OF DIRECTORS
7. No error or omission in giving such notice for a meeting of directors shall invalidate such
meeting or invalidate or make void any proceedings taken or had at such meeting and any
director may at any time waive notice of any such meeting and may ratify and approve of any
or all proceedings taken or had thereat.
VOTING, BOARD OF DIRECTORS
8. Questions arising at any meeting of directors shall be decided by a majority of votes. In
case of an equality of votes, the President, in addition to the Chair's original vote, shall have a
second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded
by any director present, but if no demand be made, the vote shall be taken in the usual way
by assent or dissent. A declaration by the President that a resolution has been carried and an
entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the
fact without proof of the number or proportion of the votes recorded in favor of or against such
resolution. In the absence of the President, the President's duties may be performed by the
Vice-President or such other director as the board may from time to time appoint for the
purpose.
VACANCIES, BOARD OF DIRECTORS
9. Vacancies on the board of directors, however caused, may, so long as a quorum of
directors remain in office, be filled by the directors, from among the qualified members of the
Corporation, if they shall see fit to do so. Otherwise, such vacancy shall be filled at the next
annual meeting of the members at which the directors for the ensuing year are ratified. If
there is not a quorum of directors, and/or if balanced representation of the necessary groups
is no longer provided for by the remaining directors, the remaining directors shall forthwith call
a meeting of the members to fill the vacancies.
RQU By-laws (continued)
25
REMOVAL, BOARD OF DIRECTORS
10. The members of the Corporation may, by resolution passed by at least two-thirds of the
votes cast at a special meeting of which notice specifying the intention to pass such resolution
has been given, remove any director before the expiration of that director's term of office, and
may, by a majority of the votes, cast at that meeting, elect any suitable member in the
director's stead for the remainder of the director's term. In the case of the Radio Club
Directors, that is, those directors who are elected and represent the Radio Club volunteer
members of the Corporation, only those voting members who are Radio Club members
present may participate in such an election. In the case of the AMS Assembly Member, that is,
the director who is elected by and represents the AMSAssembly, the vacancy shall be filled by
the AMS Assembly.
11. In the event that a Director is absent without cause for at least 3 consecutive meetings of
the Board of Directors, that Director may be removed according to the process outlined in
section 8.
POWERS
12. The Board of Directors of the Corporation may administer the affairs of the Corporation in
all things and make or cause to be made for the Corporation, in its name, any kind of contract
which the Corporation may lawfully enter into and, save as hereinafter provided, generally,
may exercise all such other powers and do all such other acts and things as the Corporation
is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Board of Directors is expressly
empowered from time to time, to purchase, lease or otherwise acquire, alienate, sell,
exchange, or otherwise dispose of shares, stocks, rights, warrants, options and other
securities, lands, buildings and other property, movable or immovable, real or personal, or any
right or interest therein owned by the Corporation, for such consideration and upon such
terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
13. The directors shall receive no remuneration for acting as such. Directors' participation on
the Board shall constitute volunteer work under the terms of voting membership.
OFFICERS OF CORPORATION
14. There shall be a President/CEO, a Vice-President, a Secretary and a Treasurer or in lieu
of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as the board of
directors may determine by by-law from time to time. One person may hold more than one
office except the offices of President and Vice-President. The President and Vice-President
shall be elected by the board of directors from among their number at the first meeting of the
board after the annual election of such board of directors, provided that, in default of such
election the then incumbents, being members of the board, shall hold office until their
successors are elected.
The other officers of the Corporation need not be members of the board and in the absence of
written agreement to the contrary, the employment of all officers shall be settled from time to
time by the board.
RQU By-laws (continued)
26
DUTIES OF PRESIDENT/CEO AND VICE-PRESIDENT
15. The President shall, when present, preside at all meetings of the members of the
corporation and of the board of directors. The President shall also be charged with the
general management and supervision of the affairs and operations of the Corporation. The
President with the Secretary or other officer appointed by the board for the purpose shall sign
all by-laws and membership certificates. During absence or inability of the President, the
President's duties and powers may be exercised by the Vice-President, and if the VicePresident, or such other directors as the board may from time to time appoint for the purpose,
exercise any such duty or power, the absence or inability of the President shall be presumed
with reference thereto.
DUTIES OF TREASURER
16. The Treasurer or person performing the usual duties of a Treasurer shall keep or cause to
be kept full and accurate accounts of all receipts and disbursements of the Corporation in
proper books of account and shall deposit all moneys or other valuable effects in the name
and to the credit of the Corporation in such bank or banks as may from time to time be
designated by the board of directors. The Treasurer shall disburse the funds of the
corporation under the direction of the board of directors, taking proper vouchers therefore and
shall render to the board of directors at the regular meetings thereof or whenever required, an
account of all transactions as Treasurer, and of the financial position of the Corporation. The
Treasurer shall also perform such other duties as may from time to time be determined by the
board of directors.
DUTIES OF OTHER OFFICERS
17. The duties of all other officers of the Corporation shall be such as the terms of their
engagement call for or the board of directors requires of them.
EXECUTION OF DOCUMENTS
18. Deeds, transfers, licences, contracts and other engagements on behalf of the Corporation
shall be signed by the Secretary or the President and any one of the Vice-President,
Operations Officer or paid staff representative. The Secretary shall affix the seal of the
Corporation to such instruments as require the same.. Notwithstanding any provisions to the
contrary contained in the by-laws of the corporation, the board of directors may at any time by
resolution direct the manner in which, and the person or persons by whom, any particular
instrument, contract or obligations of the Corporation may or shall be executed.
BOOKS AND RECORDS
19. The directors shall see that all necessary books and records of the Corporation required
by the by-laws of the Corporation or by any applicable statute or law are regularly and
properly kept.
27
RQU By-laws (continued)
MEMBERSHIP
20. The membership of the Corporation shall consist of all those who have paid an annual
membership fee, whether in the form of membership dues or as an allocated Queen's
University student fee, or as a combination thereof. Each member, if in good standing, shall
be entitled to attend and speak at any special or general meeting of the members of RQU.
Each member shall also be eligible for regular volunteer skills training programs or workshops
offered by CFRC Radio. Trained members shall be eligible to perform on-air programmingrelated tasks for CFRC Radio. Members in good standing, who have participated in CFRC
Radio as a volunteer for at least 3 hours within the previous 12 months, including participation
in training programs, and including those in ex-officio positions on the Board, shall be entitled
to one vote on each question arising at any special or general meeting of the members of
RQU. Membership shall be a pre-requisite for holding any non-ex-officio position on the
Board. Membership status may be revoked, without refund of the annual membership fee, by
a unanimous vote at a meeting of the Board of Directors, on the basis of gross or repeated
violation of CFRC Radio policy.
DUES
21.Membership dues shall from time to time be fixed by unanimous vote of the board of
directors, which vote shall become effective only when confirmed by a vote of the members at
an annual or other general meeting. The Secretary shall notify members of the dues or fees at
any time payable by them and, if any are not paid within 60 days of the date of such notice,
the members in default shall be served with notice of termination through electronic or postal
mail and thereupon cease to be members of the Corporation, but any such members may on
payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors.
Members will be terminated in good faith and in a fair and reasonable manner. Members shall
be given fifteen (15) days notice of such termination, or, they shall be given termination with
reasons. Members shall have the opportunity to appeal disciplinary action or termination of
membership to the Board of Directors in writing, not less than five (5) days before the
disciplinary action or termination of membership takes effect.
Trained volunteer members in financial need may pay their membership dues in the form of 4
hours of non-programming-related volunteer work for the organization. This work shall be
completed outside of the requirement for non-programming-related work by volunteers as
stipulated in CFRC Radio policy.
28
RQU By-laws (continued)
ANNUAL AND OTHER MEETINGS OF MEMBERS
22. The annual or any other general meeting of the members shall be held at the head office
of the corporation or elsewhere in Ontario as the board of directors may determine and on
such day as the said directors shall appoint. At every annual meeting, in addition to any other
business that may be transacted, the report of the directors, the financial statement and the
report of the auditors shall be presented and the board of directors ratified and auditors
appointed for the ensuing year and the remuneration of the auditors shall be fixed. The
members may consider and transact any business either special or general without any notice
thereof at any meeting of the members. The board of directors or the President or VicePresident shall have power to call at any time a general meeting of the members of the
corporation. All voting members shall have the power to call at any time a general meeting of
the members of the corporation by presenting such a request in writing, signed by 10 percent
of voting members in good standing, to the board of directors. Public notice of members’
meetings, annual or special shall be given over the air and on-line by CFRC Radio, fourteen
(14) days before the time fixed for the holding of such meeting.
ERROR OR OMISSION IN NOTICE
23. No error or omission in giving notice of any annual or general meeting or any adjourned
meeting, whether annual or special, of the members of the Corporation shall invalidate such
meeting or make void any proceeding taken thereat and any member may at any time waive
notice of any such meeting and may ratify, approve and confirm any or all proceeding taken or
had thereat. For the purpose of sending notice to any member, director or officer for any
meeting or otherwise, the address of any member, director or officer shall be that person's last
address recorded on the books of the Corporation.
ADJOURNMENTS
24. Any meetings of the Corporation or of the directors may be adjourned to any time and
from time to time and such business may be transacted at such adjourned meeting as might
have been transacted at the original meeting from which such adjournment took place. No
notice shall be required of any such adjournment. Such adjournment may be made
notwithstanding that no quorum is present.
QUORUM OF MEMBERS
25. A quorum for the transaction of business at any meeting of members shall consist of not
less than thirty (30) members present in person or represented by proxy, including no less
than twenty-five (25) voting members present in person or represented by proxy.
29
RQU By-laws (continued)
VOTING OF MEMBERS
26. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each
voting member of the Corporation shall at all meetings of members be entitled to one vote,
subject to Article 20, and may vote by proxy. Such proxy need not be a member but before
voting shall produce and deposit with the Secretary, sufficient appointment in writing from the
proxy's constituent or constituents. No member shall be entitled either in person or by proxy to
vote at meetings of the Corporation unless the member has paid all dues or fees, if any, then
payable by the member. At all meetings of members every question shall be decided by a
majority of the votes of the members present in person or represented by proxy unless
otherwise required by the by-laws of the Corporation or by law. Every question shall be
decided in the first instance by a show of hands unless a poll or ballot be demanded by any
member. Upon a show of hands, every member having voting rights shall have one vote, and
unless a poll be demanded a declaration by the Chair that a resolution has been carried or
not carried and an entry to that effect in the minutes of the Corporation shall be admissible in
evidence as prima facie proof of the fact in favour of or against such resolution. The demand
for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall
be decided by a majority of votes given by the members present in person or by proxy, and
such poll shall be taken in such manner as the Chair shall direct and the result of such poll
shall be deemed the decision of the Corporation in general meeting upon the matter in
question. In case of an equality of votes at any general meeting, whether upon a show of
hands or at a poll, the Chair shall be entitled to a second or casting vote.
FINANCIAL YEAR
27. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall
coincide with the fiscal year of Queen’s University at Kingston.
NOTICE
28. Whenever under the provisions of the by-laws of the Corporation, notice is required to be
given, such notice may be given either personally, electronically mailed, or by depositing
same in a post office or a public letter-box, in a prepaid, sealed wrapper addressed to the
director, officer or member at that person's or their address as the same appears on the
books of the Corporation. A notice or other document so sent by post shall be held to be sent
at the time when the same was deposited in a post office or public letter box as aforesaid. For
the purpose of sending any notice the address of any member, director or officer shall be the
member's last address as recorded on the books of the Corporation.
BORROWING
29. The Board may from time to time:
(a) borrow money on the credit of the Corporation; or
(b) issue, seal or pledge securities of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the
Corporation, including book debts, rights, powers, franchises and undertakings, to secure any
securities or any money borrowed, or other debt, or any other obligation or liability of the
Corporation.
30
RQU By-laws (continued)
30. From time to time the Board may authorize any director, officer or employee of the
Corporation or any other person to make arrangements with reference to the moneys
borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan
thereof, and as to the securities to be given therefore, with power to vary or modify such
arrangement, terms and conditions and to give such additional securities for any moneys
borrowed or remaining due by the Corporation as the Board may authorize, and generally to
manage, transact and settle the borrowing of money by the Corporation.
INTERPRETATION
31. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the
context otherwise requires, words importing the singular number shall include the plural
number , as the case may be, and vice versa and references to persons shall include firms
and corporations.
Originally PASSED by the Board of Directors and sealed with the Corporate seal this 1st day
of February, 1981. As amended by the Members at the Annual, General Meeting 1 November
2006; 1 February 2007; 18 November 2009; 15 November 2010; 25 November 2011; 25 April
2012; 29 November 2012; 17 April 2013; and 25 November 2013
_________________
___________________
PRESIDENT
SECRETARY
31
AMS-RQU MOU
The effective date of this agreement is April 25th, 2012.
Between:
The Alma Mater Society of Queen’s University, a society incorporated (Here-in-after
referred to as “AMS”)
OF THE FIRST PART
AND:
RADIO QUEEN’S UNIVERSITY, a society incorporated (here-in-after referred to as
“RQU”)
OF THE SECOND PART
Whereas, alterations to CRTC policy require that the licensee holder, RQU, maintain
independent operations, finances, management, and control over facilities to be exercised
directly by the broadcasting license holder.
Whereas, AMS Inc. is unable to manage CFRC Radio in a way that fulfills the AMS’ mandate
and is compliant to CRTC regulations
Whereas, the 2006 transfer agreement effectively gives operational management of CFRC
Radio to the AMS from Queen’s University.
BIRT RQU, CFRC Radio and the AMS will enter into a two-year transitional period with the
ultimate goal of CFRC Radio becoming an independently run service under the management
of RQU
32
BIFRT the AMS will recognize CFRC Radio as an AMS service until April 2014. Once this
period expires, the CFRC student fee will become subject to AMS Student Fee Policy,
recognized in the AMS Constitution Section 3, and detailed in AMS Policy Manual 1, Section
3.
BIFRT the AMS will not hold financial liability for the operations of CFRC Radio, instead
ceding their control to RQU, as of May 1st, 2013.
BIFRT the AMS will work with the University to secure CFRC Radio’s ongoing use of currently
utilized operational space on Queen's Campus;
BIFRT section 15.04 of the AMS Constitution is removed pending two successful votes of
AMS Assembly by April 30th, 2014.
BIFRT bylaw 18 of AMS Inc. is removed pending approval of the AMS Board of Directors with
final confirmation by the shareholders at a Corporate General Meeting, by April 30th, 2014.
NOW THEREFORE the parties hereto agree as follows:
1. The AMS and RQU will enter into a transfer agreement in which the AMS will cede
control to RQU over all aspects of CFRC Radio’s operations by no later than April 30th,
2014. Transition of responsibilities will begin as of May 1st, 2012, with elements of this
transfer agreement implemented each year, as outlined in Appendix 1.1 : Transitional
Timeline and Implementation.
AMS-RQU MOU (continued)
2. During each University term, the AMS shall pay over to RQU that amount of the CFRC
fee which represents each AMS member’s contribution to CFRC Radio.
3. The AMS will transfer all currently held assets to RQU as of May 1st, 2013.
4. RQU shall provide corporate membership on its Board of Directors to a representative
of the AMS, as selected by AMS Assembly, for as long as RQU/CFRC Radio receives
student fees from the AMS.
5. The AMS will transfer control over all financial, operational, and management decisions
and liabilities to RQU by April 30th, 2014.
6. This agreement’s approval is conditional on ratification at the AMS Corporate Special
General Meeting in Fall 2012. If this ratification fails, the MOU becomes null and void.
Physical Space Considerations with Queen’s University
7. The AMS will work with RQU to secure rent-free space for CFRC Radio from Queen’s
University. The AMS will negotiate in good faith on the side of RQU in order to secure
the provisions currently outlined in the Transfer Agreement of CFRC Radio between
the AMS and Queen’s University. This list includes, but is not limited to, the University’s
commitment to cover costs related to maintenance of the building structure, utilities,
electrical, plumbing, and custodial services.
8. As per Appendix 1.1: Transition Timeline, the AMS and RQU will work to have a
completed agreement in place with Queen’s University by December 2013.
Human Resources Management
33
9. All matters related to CFRC Radio Human Resource Management will be transferred
to RQU from the AMS as of May 1st, 2013. Files currently in the possession of the AMS
HRO pertaining to staff hiring, discipline, and contracts will be provided to RQU, with a
copy remaining with the AMS HRO for positions hired jointly between the
organizations.
10. As of May 1st, 2013, employment of managers, staff, and volunteers will be handled by
RQU, and subjected to the hiring policy and procedures of RQU. This means that staff
will no longer be subjected to AMS Hiring or Disciplinary Policies.
11. Staff payroll will continue to be managed by the AMS for a fee (see Appendices 1.2:
Administrative Charges).
12. All application dates, application collection, and application requirements will be the
responsibility of RQU as of May 1st, 2013. The AMS HRO will provide templates of
these documents at the end of the transition period for future use/reference for the
station, minus the AMS Branding.
13. RQU will be tasked with the responsibility of all decisions regarding staffing and
management issues, including but not limited to hiring decisions, salary levels,
management structure, and hiring processes.
14. All current AMS employees working at CFRC Radio will become employees of RQU as
of May 1st, 2013.
AMS-RQU MOU (continued)
Student Fees, Banking Services, and Finances
15. RQU will take over financial control and liability of CFRC Radio as of May 1st, 2013.
16. During each Academic year, the AMS shall transfer to RQU that amount of the CFRC
fee which represents each AMS member’s contribution to CFRC Radio. The fee
payable will be in accordance with all relevant AMS & University student fee protocol.
17. Understanding that RQU wishes to pursue a student fee increase prior to the
completion of the transition period, the AMS will task the Media Services Director with
providing support in this campaign, in the form of advisement on past fee campaigns
and insight into the fee increase processes.
18. As of April 30th, 2014, CFRC Radio will no longer be designated as an “AMS Service”,
and thus the CFRC student fee will no longer be exempted from triennial review as a
corporate service fee. The CFRC student fee will be subject to all AMS and University
student fee policy and protocol, including renewal during the 2014-2015 year. In the
event that CFRC Radio successfully secures a fee increase prior to April 30th, 2014,
this will be viewed as fee approval, and the fee will next be subject to review three
years from the point of the fee increase.
19. The AMS will establish a separate bank account for CFRC Radio as of May 2012, and
will provide supervision of this account for a nominal fee during the transition period
(See Appendix 1.2 Administrative Charges). As of May 1st, 2013, management of the
account will be transferred to the RQU Board, which includes managing cash flow and
account funds.
20. Understanding that the business cycle of RQU requires cash flow early in the year, the
34
AMS will provide cash to RQU in the form of an advance of student fee funds, as
outlined in detail below. This process will continue as long as CFRC Radio/RQU
receives a student fee, as outlined in the AMS Constitution, Section 3.03 and detailed
in AMS Policy Manual 1, Section 3.
a. The AMS will provide an advance representing 70% of the total RQU/CFRC fee
from the previous fiscal year (based on the AMS fiscal year, running May- April),
to RQU prior to July 31st. This payment will occur in two installments, with 35%
(of the total from the previous year), being provided to RQU by May 1st. The
second installment of 35% will be provided by July 31st, with the requirement
that an operating budget for the service has been approved by RQU Board, and
submitted to the AMS prior to this date. In the event that a budget is not
submitted, the fee will be withheld until this is provided to the AMS.
b. Once student fees are collected by the University and distributed to the AMS,
the AMS will inform RQU of the total amount of RQU/CFRC fees collected, at
the earliest possible convenience, and no later than December 31st. The AMS
will apply the collected student fees to settle the advance provided to RQU, and
notify RQU that this payment has been made.
c. Once the AMS advance has been settled, the AMS will calculate the remaining
difference owed to RQU. The AMS will then pay out 90% of the total collected
RQU fee (minus the advance settlement) to RQU by no later than December
31st. The final 10% will be withheld by the AMS (as per AMS student fee policy,
outlined in AMS Policy Manual 1, Section 3) until final student fee numbers are
confirmed by the University. This final installment will be transferred to RQU by
no later than March 31st.
AMS-RQU MOU (continued)
21. In good faith, the AMS agrees to provide CFRC Radio with capped deficit coverage for
the 2012-2013 transitional year, prior to RQU taking over financial responsibility for
CFRC Radio on May 1st, 2013. This deficit coverage will be capped at $8,000, and will
impact the grant funding provided to RQU for CFRC Radio operations after April 30th,
2013. The AMS agrees to provide CFRC Radio with a grant totalling $15,000 to cover
expenses and operational costs of the transition period occurring during the 2013-2014
and 2014-2015 operational years. This grant will amount to $10,000 for the 2013-2014
year, and $5000 for the 2014-2015 operational year. This grant will replace the deficit
coverage that the AMS has provided since the transfer from the University. In the
event that the deficit for CFRC Radio is in excess of the capped level of $8,000 at the
end of 2012-2013, the amount representing the excess will be deducted from the total
grants provided by the AMS to RQU in 2013-14 and 2014-15, the distribution of which
shall be negotiated as deemed reasonable by both parties.
a. Grants will be paid out in 4 equal installments, taking place in May, August,
November, and February.
b. The 2012-2013 deficit coverage and subsequent grants will represent the final
financial contributions that the AMS will make toward the operations of CFRC
Radio for transition purposes.
Administrative Charges
22. RQU will pay the AMS for all administrative services rendered. These services are
reflected in Appendix 1.2: Administrative Charges Breakdown.
23. The cost of these services will be determined prior to March 1st by the AMS VP
35
Operations, based on the time expectation, and volume of requests.
24. The Administrative Charge costs will replace the “Allocated Expenses” charge as of
April 30th, 2012. The AMS will charge CFRC Radio for these costs on a monthly basis.
In the event that CFRC Radio fails to make payments for these services within 60
days, the AMS will reserve the right to end the services provided to CFRC Radio
immediately. In the event that CFRC Radio fails to reconcile these charges by March of
any year, the AMS will reserve the right to deduct the balance owing from the collected
CFRC Radio fees held by the AMS. RQU will become responsible for this process as
of May 1st, 2013.
25. The AMS/ RQU reserve the right to end any of the services offered in Appendix 1.2:
Administrative Charge Breakdown upon written 50 days’ notice to the other party.
Governance Structure
26. Since RQU is an autonomous corporate entity, governance of RQU will be determined
by the RQU Board.
Legal Liability and Insurance
27. Responsibility and costs associated with insurance for RQU/CFRC Radio (including
media liability, commercial liability, and liability for the Board of RQU) will be transferred
from the AMS to RQU as of May 1st, 2013.
Administration
28. During the tenure of this Agreement any of the Articles of this Agreement may be
altered or amended only by the written mutual consent of the AMS and RQU.
AMS-RQU MOU (continued)
Default and Termination
a. In the event that the AMS fails to meet the obligations to provide financial
administration support as outlined in Appendix 1.2 then RQU will only be charged for
services rendered and the AMS will be responsible for financial administration support
costs incurred as a result.
b. RQU shall be deemed to be in default of their responsibilities and provisions if it has:
i. failed to provide corporate membership on its Board of Directors to an AMS
representative as outlined in Article 4.
ii. failed to draft and approve its By-Law revisions by October 2012.
iii. failed to apply for its supplementary letters patent and articles of continuance by
March 2013, or if the application is rejected for any reason.
In the event that RQU is found to be in default of above clause i, then the AMS reserves the
right to withhold the CFRC student fee until such a time that RQU comes into compliance.
In the event that RQU is found to be in default of the above clauses ii and iii then the AMS
reserves the right to terminate the agreement and retain ownership of the service known as
CFRC Radio.
Date:_______________________
____________________________
Morgan Campbell, AMS President
________________________________
Kristiana Clemens, RQU Secretary
36
_________________________________
Daniel Szczepanek, RQU Director









Appendices 1.1: Transitional Timeline and Implementation
April 2012: MOU Agreement is signed between RQU and the AMS
May 1st, 2012: Transition Period Begins; preparation of balance sheet
May 2012: Separate bank account created, with initial transfer of student fee advance
taking place. AMS provides CFRC Radio representative with information on
management of the account. Payroll, cheques, and all other revenue and expenses are
now processed through this separate account.
May- October 2012: Draft and approve By-Law revisions for RQU
May- December 2012: Preparation for campaign to increase CFRC student fees.
January – December 2013: Negotiate operating agreement between RQU and
Queen’s.
November 2012 – March 2013: RQU application for supplementary letters patent and
articles of continuance.
March 2013: The AMS removes areas of AMS Bylaws Section 18 that pertain to
oversight/operation of CFRC, as to not conflict with MOU, at the Corporate General
Meeting.
April 2013: AMS HRO provides RQU with hiring application templates/ hiring
information to allow for RQU to handle this as the first autonomous hiring period. All
applications/personnel files will be held by RQU from this point forward. By May 1st,
2013, all outstanding HR information is transferred to RQU.
AMS-RQU MOU (continued)
 April 30th, 2013: All staff/manager/permanent staff contracts will be transferred to RQU,
and effective immediately, will become employees of RQU.
 January – April 2014: Amend AMS by-laws and constitution concerning CFRC to reflect
new RQU structure
 April 30th, 2014: Finalize transfer of RQU from AMS
 May – August 2014: CRTC license renewal for RQU
1.
2.
3.
4.
5.
6.
7.
8.
Appendix 1.2: Administrative Charge Breakdown
Accounts payable and generation of cheques
Recording of receipts and making deposits to bank
Complete General Ledger (AccPac), account analysis and preparation of Financial
Statements and Reports
Controller prepares special purpose financial reports and acts as signatory on financial
information (i.e. for requesting grants, etc.)
Payroll and benefit administration – Students
Payroll and benefit administration – Permanent Staff – Queen’s University
Procurement of insurance
Mail Distribution
37
Queen's-RQU Operating Agreement
AGREEMENT BETWEEN
QUEEN’S UNIVERSITY at KinGSTON (“The University”)
And
Radio Queen’s Unviersity (“RQU”)
The University acknowledges that RQU is the legal entity responsible for and holds the
license to operate CFRC Radio. It further acknowledges that RQU has responsibility for the
governance, control, financial & legal requirements, assets, trust stewardship, management
and operation of CFRC Radio.
The University and RQU hereby agree as follows:
1. That RQU assumes all operating costs of CFRC Radio (“CFRC”)
2. The University agrees CFRC will continue to retain the University’s broadcast rights. The
University agrees that the revenue derived from the use of said rights will accrue to support
only CFRC operations costs.
3. The University will not assume any responsibility for employees, contracts or agreements
that have been entered into or will be entered into by RQU/CFRC.
4. Subject to Article 18 below, the University will provide rent-free space for the operation of
38
the CFRC radio station (the “Station”) in Carruthers Hall and will provide for the studio
transmitter link on the top floor of Botterell and BBC Satellite on the 7th floor of Walter Light
Hall (collectively, the “Space”) for a 5 year term commencing May 1, 2014. The first three
years of the license to use the Space will be subject to the financial and service commitments
outlined in articles 5, 6, 7, 8 and 17 of this agreement, and thereafter until April 30, 2019 or
until the termination of this agreement, whichever occurs first, will be subject to negotiations
between the University and RQU, which negotiations shall commence not later than 90 days
prior to April 30, 2017. Queen’s will treat the Station as an internal program for the purposes
of determining facility costs and charges for same in the future. For information purposes,
Queen’s can confirm that the costs of the space currently occupied by the Station in
Carruthers Hall (being 233.1 Net Assignable Square Metres) is, for the 2014-15 budget year
(May 1-April 30) anticipated to be $34,594 and is anticipated to be $35,806 for the 2015-16
budget year. Queen’s can also confirm, for information purposes, that the cost of the same
space in the current budget year is $33,301.
5. Until April 30, 2017 or the early termination of this agreement, whichever occurs first the
University commits that it will continue to maintain the building structure, electrical &
plumbing, finishings and HVAC in the Space at a workplace standard that is consistent with
other below ground level University office space and with CFRC’s unique needs arising from
its music collection and operating environment.
6. Until April 30, 2017 or the early termination of this agreement, whichever occurs first the
University commits that it will continue to cover costs related to the operation of the Space in
Carruthers Hall and the Station that are currently covered by the University.
Queen's-RQU Operating Agreement (cont.)
7. Until April 30, 2017 or the early termination of this agreement, whichever occurs first the
University commits that it will continue to ensure all equipment maintenance costs and the
costs associated with server and network resources are allocated to RQU in support of
CFRC’s high speed streaming. RQU will continue to cover costs for all CFRC phone lines.
Changes to the existing server infrastructure may result in additional charges to RQU.
8. Until April 30, 2017 or the early termination of this agreement, whichever occurs first the
University commits that it will be responsible for property insurance for all studio and
transmission equipment, music collection, furniture, supplies etc. associated with CFRC
equipment, with the equivalent to all perils standard commercial property replacement cost
insurance coverage with $1,000 deductible. . Thereafter if RQU continues to operate the
Station RQU agrees to assume responsibility for property insurance for all of the above
named items.
9. RQU agrees to carry a minimum of $2,000,000 Commercial General Liability insurance and
to name the University as additional insured.
10. RQU agrees to carry a minimum of $2,000,000 Communications Libel insurance, and to
name the University as additional insured.
11. Some or all of the CFRC music collection may be of historical/cultural significance. The
University commits to providing expertise, resources and facilities for the continued
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identification, preservation and provision of public/community access of/to the CFRC music
collection housed in Queen’s University Library. The University also commits to providing
archival expertise, resources and facilities for the continued appraisal, selection, acquisition,
preservation and public access of/to the archival record of CFRC housed in Queen’s
University Archives.
12. The University agrees to provide ongoing Advancement support for CFRC including
support (through the Annual Giving Office) of CFRC’s annual fundraising drive in coordination
with the Special Interest Group (SIGs) portfolio, assistance with fundraising activities ,
processing and receipting of donations and transfer of said donations, on an agreed upon
schedule, to the appropriate Queen’s account. Donation funds will be released to RQU
following confirmation that the donations will be used in the care and support of Queen’s
owned assets or activities that support the educational mission of the University. The
University will conduct a review of RQU’s donation expenditures on an annual basis.
13. The University agrees to support and facilitate RQU with CFRC broadcasting of significant
University events and special occasions.
14. The University agrees to provide CFRC with access to SWEP and Work-Study Programs.
15. The University agrees that current assets associated with and currently used by/for CFRC
belong to RQU. Such assets include but are not limited to: current studio and transmission
equipment, spare parts and equipment, furniture and office equipment, computer and data
bases, administrative records, the music collection/library and associated equipment.
Queen's-RQU Operating Agreement (cont.)
16. Should RQU seek to dispose of any of these assets in the future, the University will be
given right of first refusal; in particular, for the compact disc collection in the W.D. Jordan
Special Collections and Music Library that is on permanent loan from CFRC.
17. Until April 30, 2017 or the early termination of this agreement, whichever occurs first the
University commits that it will assume financial responsibility for the rental of the Kingston Mill
Broadcast tower and that it will assist RQU in renewing the broadcast tower lease for the
benefit of CFRC.
18. This agreement will commence on May 1, 2014 and, with the exception of the University’s
commitment to provide a license for the Space for 5 years, will terminate on April 30, 2017.,
subject to early termination pursuant to article 19 hereof. If the University and RQU are
unable to reach an agreement following the negotiations referenced in Article 4 above, the
University’s commitment to provide a license for the Space will also terminate on April 30,
2017.
19. This agreement shall terminate and be of no further force or effect upon the happening of
any of the following events:
(a) The mutual agreement of the parties hereto;
(b) An act of Government which terminates, without succession, the legal existence of
Queen’s or RQU, or if Queen’s and RQU cease to be separate entities;
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(c) The bankruptcy, insolvency or winding up of RQU; or
(d) If AMS student society members fail to support the request to increase the CFRC Activity
fee at the AGM or referendum to be held in March 2014.
20. The University will appoint a representative to sit on the RQU Board of Directors in
accordance with CRTC guidelines.
IN WITNESS WHEREOF the University has caused this Agreement to be executed on its
behalf, in the City of Kingston, Ontario, this ____ day of __________________________,
2014.
QUEEN’S UNIVERSITY
PER: CAROLINE DAVIS, VICE-PRINCIPAL (FINANCE & ADMINISTRATION)
WITNESS SIGNATURE /PRINTED NAME OF WITNESS
IN WITNESS WHEREOF the RQU has caused this Agreement to be executed on its behalf,
in the City of Kingston, Ontario, this ____ day of __________________________, 2014.
RADIO QUEEN’S UNIVERSITY
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CRTC policy, Federal law, AMS policy
(links)
CRTC governing policies:
Radio Regulations (1986) - http://laws.justice.gc.ca/en/showtdm/cr/SOR-86-982
Broadcasting Act (1991) - http://laws.justice.gc.ca/en/B-9.01/
Campus and Community Radio Policy (2010) http://www.crtc.gc.ca/eng/archive/2010/2010-499.htm
Equitable Portrayal Code (2008) - http://www.crtc.gc.ca/eng/archive/2008/pb2008-23.htm
Federal Law:
Blasphemous/Defamatory Libel http://laws-lois.justice.gc.ca/eng/acts/C-46/page-145.html#s-296
Hate Propaganda - http://laws-lois.justice.gc.ca/eng/acts/C-46/page-150.html#docCont
False News - http://laws-lois.justice.gc.ca/eng/acts/C-46/page-85.html#s-181
Copyright Act - http://laws.justice.gc.ca/en/C-42/index.html
CFRC policy:
Policy Manual, Volunteer Manual, Board Manual - http://cfrc.ca/blog/volunteer/resources
Governance Resources:
Industry Canada Primer for Directors of Non-Profit Corporations http://www.ic.gc.ca/eic/site/cilp-pdci.nsf/vwapj/Primer_en.pdf/$FILE/Primer_en.pdf
Grassroots Governance: Governance and the Non-Profit Sector http://hrcouncil.ca/hr-toolkit/documents/publication_grassroots_governance.pdf
Imagine Canada: Board governance http://sectorsource.ca/managing-organization/board-governance
Responsibility and Accountability: What Community-Based Programs need to Know http://www.phac-aspc.gc.ca/hp-ps/dca-dea/publications/npf-fpn-responsabi/pdf/npffpn_responsibility_e.pdf
HR Planning: the Board's Role in HR - http://hrcouncil.ca/hr-toolkit/planning-board-role.cfm
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