Article 1: Name and Type

1.1 The name of this organization is the "International Federation of Communication Associations," hereafter referred to as the "Federation".

1.2 In this constitution "communication" is construed broadly and shall mean any mediating process by which people coordinate their practices of living together whether the medium is verbal or non-verbal, informational or entertaining, private or public, durable or transitory, sensory or electronic.

1.3 The Federation embraces organizations that are primarily concerned with communication: scientific, educational or professional in orientation, non-profit making, democratically constituted, non-discriminatory regarding ethnicity, gender, age and religious or political preferences and compatible with the purposes of the Federation.

1.4 The Federation fundamentally respects the organizational autonomy of its members. The Federation may dissociate itself from organizations whose practices conflict with its Articles of Federation but will not assume coercive powers over them.

1.5 The Federation is incorporated and has letters patent in Canada according to the requirements of the Canada Corporations Act.

Article 2: Purposes as Stated in the Letters Patent

2. The Federation seeks to facilitate, maintain and coordinate at the inter-organizational level:

2.1 Efforts leading to scientific inquiries into practices of human communication, development of human communication technologies and policies and educational programs in communication theory, research and practice, provided they are public, socially responsible and beneficial for humankind;

2.2 Dialogues among communication scholars and professionals across national, linguistic, cultural, ideological and technological barriers, whether through the arrangement of joint meetings, interdisciplinary workshops or collaborative research or development projects;

2.3 Intellectual and organizational support for and recognition of competent communication research, development, teaching and practice, particularly in countries where interest in communication is either wanting or suppressed;

2.4 Contacts with other international organizations, such as with the United Nations, representing to them any concerns members of the Federation wish to collectively express and providing them with a channel through which the federated communication associations may be reached.

Article 3: Membership

3.1 Kinds of members

3.1.1 Any non-profit, democratically constituted society or association of individual and voluntary members that is primarily concerned with scientific, educational or professional aspects of communication and can subscribe to the Articles of the Federation is eligible to become a Regular Member of the Federation.

3.1.2 Any organization that is concerned with scientific, educational or professional aspects of communication which can subscribe to the Articles of the Federation but is so constituted that it can not meet the non-profit organizational and membership criteria of Article 3.1.1 is eligible to become an Associate Member of the Federation.

3.2 Admission An organization becomes a member of the Federation after presenting to the Council a written request, describing its interests in communication, its motivation for joining, including a copy of its constitution, except when more than ten percent of the current member representatives object to its admission. An applicant shall be informed about the outcome of this process at least six months after its application is received.

3.3 Termination

Membership in the Federation is terminated:

3.3.1 Six months after the Council of the Federation receives a written notice of intent to withdraw and this notice is authorized by that member's own constitutional process.

3.3.2 When the activities or the constitution of a member becomes incompatible with the Articles of the Federation, the Council must warn that member in writing of the likelihood of membership termination at least six months before scheduling a vote on the issue. Membership termination is effective when at least three fourths of the voting member representatives favour suspension.

3.4 Participation

3.4.1 Each member of the Federation shall appoint by whatever procedure and for whatever duration it deems appropriate and identify to the Council: one individual to serve as its representative in the proceedings of the Federation and as its primary channel of communication between that member and the Council, and a second individual as back-up, should the first become unavailable. This second individual may also be designated to represent that member for certain purposes over a limited period.

3.4.2 Regular Members shall have one vote each. Associated members have no voting rights except in electing their representative to the Council of the Federation and in providing advice and consent upon that Council's requests. Regular Members may vote by proxy and must assign this authority in writing. Only Regular Members can be proxy holders, however, no individual may represent more than ten percent of the Federation's members. There will be a reminder of proxy right attached to each notice of meeting.

3.4.3 Each member of the Federation shall be obligated to make its financial contribution to the Federation. Financial contributions are determined separately for each member and may reflect the number of individual members an organization serves, the benefits it can receive and the financial and material contributions it is able to make. The distribution of these obligations shall be at the discretion of the Council but never be such as to be burdensome to any one member.

3.5 Meetings of the General Membership

3.5.1 Members of the Federation are urged to send their representatives to meetings arranged by the Council of the Federation, for example, at widely attended communication conferences or conventions of associations in the Federation.

3.5.2 Notwithstanding the advantages of face-to-face contacts, since the Federation is international in scope and does not have individuals but organizations as its members, the formal business of the Federation, especially voting, is accomplished by mail, fax or written electronic communications except where the Act requires a meeting. All representatives whose votes have been received with the first 30 days after mailing the ballots constitute those voting (=100%).

3.5.3 There will be an annual general meeting each year in Canada unless the members resolve to hold the meeting somewhere else. All members will be provided with reasonable advance notice of all annual meetings of the general membership whether by mail, fax or electronic mail. Notice by mail will be 14 days at minimum.

3.5.4 A quorum for an annual general meeting will be 3 members.

3.5.5 Where special business will be conducted, other than that which is dealt with at the annual general meeting, members will be provided with notice that will give them sufficient information to form a reasoned judgement.

3.5.6 The Council shall call a meeting of the general membership when it receives a written requisition signed by at least 10% of the Federation's members.

Article 4: Governance

4.The governance of the Federation is shared by all members, vested in the body of their Representatives, and managed by the Council of the Federation.

4.1 The Body of Representatives consists of one representative for each Regular Member. Except where otherwise stated in the Act or in this constitution, decisions are reached by simple majority of those voting.

4.2 The Council is composed of one President, one Vice-President, one Treasurer, one individual representating the Regular Members and one representing the Associated Members. The Council shall appoint the Secretary of the Federation either from its five elected members or from the outside in which case this individual shall be an ex officio member. Elected Council members shall have one vote each and decisions are reached by simple majority with the President able to break ties.

4.2.1 Members of the Council are also the executive officers of the Federation. Provisions and procedures relating to either members of the Council or the Executive (e.g. election, term of office, powers, expenses, removal and meetings) are identical.

4.2.2 The applicants for incorporation shall become the first members of the Council for the Federation. Their term of office on the Council shall continue until their successors are elected in August 1992.

4.3 The Council is responsible for managing all affairs of the Federation. Its specific prerogatives and obligations are:

4.3.1 Representing the Federation to other organizations,

4.3.2 Enacting the Articles of Federation and preparing changes to them for deliberation and voting,

4.3.3 Facilitating communication and cooperation among all member representatives and arranging for elections, voting and conversations on substantive matters as appropriate,

4.3.4 Appointing ad-hoc committees, delegating responsibilities for particular projects or actions and sponsoring other initiatives pursuant to the purposes of the Federation,

4.3.5 Managing the Federations's finances, preparing an annual budget for approval, distributing financial obligations among members, negotiating membership benefits and financing activities sponsored by the Federation,

4.3.6 Creating membership benefits, arranging for the sharing of scarce resources, initiating collaborative projects, supporting proposals of interest to members of the Federation,

4.3.7 Keeping records of proceedings and reporting annually to members through their representatives on the state, activities, plans, budget, financial contributions by members, and expenses of the Federation.

4.4 The President and the Vice-President, and the two other Council members representing the Regular Members are elected by the Body of Representatives. The Council member representing the Associate Members is elected by the Associate Members. In general, Council members are elected in alternate years respectively and for two-year terms each. Membership on the Council is limited to two consecutive terms. Any designated representative of a member of the Federation and also any of its individual members is eligible to serve on the Council. A nominating committee shall prepare a list of willing candidates including write-in nominations. The list should reflect an effort to balance geographical representation. The Vice-President shall automatically be among those nominated for President if eligible. Among those nominated for President, the one who receives the largest number of votes shall be the President and the one who receives the next largest number of votes shall be the Vice-President. The three other Council members are elected by receiving the largest number of votes in each category and from their respective constituencies as specified in Article 4.2. The terms of those serving the Federation on its Council or in any other capacity shall not be affected by the terms of membership or offices these individuals may hold in any of the federated organizations.

4.5 Should a vacancy occur in the office of the President, it shall be filled by the Vice-President. In response to any other vacancy, the Council shall appoint an appropriate individual to serve out the remaining term, preferably one who served on the Council or a previous candidate for the position. Should the need arise to remove any individual from office in the Federation, a non-confidence vote of three fourths majority of the voting membership is required.

4.6 Duties of Council Members

4.6.1 The President shall be the chief executive officer of the Federation. He or she shall preside at all meetings of the Federation or Council, have the general management of the affairs of the Federation, and shall see that all orders and resolutions of the Council are carried into effect.

4.6.2 The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President, and any other such duties as directed by the Council.

4.6.3 The Treasurer shall have custody of the Federation's funds and shall keep full and accurate accounts of all receipts and disbursments of the Federation in the books belonging to the Federation, and deposit all monies in the name of and to the credit of the Federation in such chartered bank as is indicated by the Council. He or she shall also disburse funds as directed by the proper authority of the Council and render an accounting of all transactions and a statement of the Federation's finances at regular meetings of the Council.

4.6.4 The Secretary is empowered to carry out the general affairs of the Council as directed by its members. He or she shall provide Members of the Federation and Council members with notice of all meetings, keep minutes of such meetings, and handle correspondence between Members of the Federation and the Council. He or she shall be the custodian of the seal of the corporation.

4.6.5 The duties of the individual representing the regular members and the individual representing the associated members on the Council shall be such as the terms of their engagement call for or the Council requires of them.

4.7 Meetings of the Council

4.7.1 Meetings of the Council may be held at any time and place. All Council members will be provided with reasonable advance notice of all Council meetings whether by mail, fax or electronic mail. Notice by mail will be 14 days at minimum.

4.7.2 A quorum for a Council meeting will be 3 persons.

4.7.3 Where all Council members consent, a Council member may participate in a Council meeting by telephone or any other communication facilities that permit all persons participating in the meeting to hear each other.

Article 5: Finances

5.1 The Federation is a non-profit organization. Its resources and earnings will in no way inure to the benefit of or be distributed to its members, its officers or other other private individuals except that the Federation shall be able to pay reasonable compensation for expenses incurred on behalf of the Federation.

5.2 The Federation is financed by a yearly assessment of its members as specified in Article 3.4.3, by grants and charitable contributions if available and by royalties or income from its activities.

5.3 Council members will not receive remuneration for their services but may be compensated for their expenses if funds are available.

5.4 The President and Treasurer have signing authority for the Federation.

5.5 The members must appoint an auditor at each annual general meeting to audit the accounts of the society and to report to the members at the next annual general meeting.

5.6 In the event the Federation is dissolved or otherwise ceases to function as such, funds remaining after all debts are paid shall be distributed among the remaining members in proportion to their contribution as established by the Council.

Article 6: Dissolution

6.1 The Federation may be dissolved by a three fourths majority of the voting member representatives.

6.2 The disolution of the Federation shall be an agenda item at intervals of not more than five years.

Article 7: Amendments

7.1 A repeal or amendment to any of the articles of this constitution may be proposed to the Council by any representative of a member of the Federation. Such a repeal or amendment shall require a three fourths majority of voting membership to pass.

7.2 The repeal or amendment of an article of this Constitution shall not be enforced or acted upon until approval has been received from the Canadian Minister of Consumer and Corporate Affairs.