1. Preamble

1.01 The Quebec Press Council (Conseil de presse du Québec) is a non-profit organization with a mandate to protect freedom of the press and ensure the public’s right to information.

1.02 To this end, the Press Council acts as an informal tribunal for any complaint deemed to be of interest to Quebec and provides ethical leadership to all journalists and news media distributed or broadcast in Quebec, regardless of medium and regardless of whether they are members of the Press Council.

2. Definitions and Interpretation

2.01 Unless expressly provided otherwise, the following words and phrases shall have the meanings set out below:

a) Journalist: any person who, in performing the duties of journalism and, with a view to serving the public, researches, gathers, verifies, processes, comments on or disseminates information intended for a broad audience on matters of general interest;
b) News media entity: any entity, regardless of its legal status and the units it comprises, that publishes or broadcasts a publication or programs of a journalistic nature, in Quebec, or that produces or broadcasts journalistic material on behalf of others, regardless of medium, subject to exceptions as defined by the Quebec Press Council;
c) Act: The Companies Act (RSQ, Chapter C-38).

2.02 Definitions in the Act – Subject to the foregoing, the definitions provided for in the Act apply to the provisions of these By-laws.

2.03 Rules of Interpretation – Words importing the singular number shall include the plural and vice versa, words importing the masculine gender shall include the feminine and vice versa, and provisions applying to natural persons shall apply also to legal persons, including partnerships and other groups not constituted as corporations.

2.04 Adoption of By-laws – The Quebec Press Council may adopt By-laws not contrary to the Act or its Instrument of Incorporation and may repeal, amend or re-enact them.

2.05 Precedence – In the event of any inconsistency between the Act, the Instrument of Incorporation or the By-laws, the Act shall prevail over the Instrument and the By-laws, and the Instrument shall prevail over the By-laws.

3. Constitution of the Quebec Press Council

3.01 The Quebec Press Council is constituted as follows:

a) A General Assembly composed of 22 directors and one representative from each associate organization;
b) A Board of Directors having 22 members;
c) An Executive Committee comprising five directors and the Executive Secretary.

4. Membership

4.01 Categories of Members – The members of the Quebec Press Council are:

a) The constituent members;
b) The Directors;
c) The associate organizations.

4.02 Constituent members –

a) The constituent members shall be associations, news media entities, groups or institutions that share the goals of the Quebec Press Council, pay annual dues to it and have the power to recommend individuals from the news media and journalism sectors for appointment as Directors.
b) The constituent members shall be drawn from two sectors:

i. the news media sector:
Les Quotidiens du Québec inc.;
Hebdos Québec;
CBC/Radio-Canada;
Télé-Québec;
The private-ownership radio and TV broadcasters (Bell Media and Cogeco);
Magazines.
ii. the journalism community:
The Fédération professionnelle des journalistes du Québec;
The Fédération nationale des communications et de la culture (CSN).

4.03 Directors – The Directors shall number 22 and shall make up the Board of Directors.

4.04 Associate organizations – Any association or group interested in the activities of the Quebec Press Council, sharing its goals and wishing to become a member may send a written request to the President, who will forward it to the Executive Committee for review.

Associate organizations are appointed as members by the Board of Directors on the recommendation of the Executive Committee.

Associate organizations do not form a group that can appoint Directors.

4.05 Resignation – A member may resign by giving notice to that effect to the Board of Directors.

4.06 Suspension and Removal – The Board of Directors may, by a two-thirds vote of the Directors, remove or suspend any constituent member or associate organization that fails to comply with the provisions of the Instrument of Incorporation or the By-laws of the Quebec Press Council.

5. Headquarters and Seal

5.01 Location of Headquarters – The headquarters of the Press Council are in Quebec, at the location designated by the Board of Directors.

5.02 Address of Headquarters – The address of the headquarters of the Quebec Press Council is determined by resolution of the Board of Directors within the boundaries of the place mentioned in its Instrument of Incorporation.

5.03 Change of Address – The Quebec Press Council may, within the boundaries of the place mentioned in its Instrument of Incorporation, change the address of its Headquarters:

a) by resolution of its Board of Directors; and
b) by giving notice of such change to the Quebec Enterprise Register.

5.04 Seal – The seal an impression of which appears in the margin of this by-law is that of the Quebec Press Council.

6. Fiscal Year

6.01 Term – The fiscal year shall be from January 1 to December 31 of each year. The Board of Directors may change this term by resolution..

7. Meetings of Members

7.01 Annual General Meeting – The Annual General Meeting of members shall be held within 120 days following the end of the fiscal year.
This meeting shall be held at the headquarters of the Quebec Press Council or at another location in Quebec designated by the Board of Directors for the purpose of conducting the following business:

a) Adoption of the minutes of the last Annual General Meeting and of any Special General Meeting held since;
b) Report of the President;
c) Report of the Executive Secretary;
d) Report of the Treasurer, tabling the audited Financial Statements;
e) Report of the Presidents of the Complaints Sub-Committees;
f) Ratification of the appointment of the members of the Board of Directors;
g) Appointment of the Auditor(s);
h) If necessary, ratification of new by-laws, repeal or amendment of existing by-laws, re-enactment of by-laws;
i) Amendment to or variation of the letters patent.

7.02 Special General Meeting – A Special General Meeting of members may be convened and held at the headquarters of the Quebec Press Council or at such other place as the Board of Directors may determine, for any purpose, as follows:

a) by order of the Board of Directors or the President, or
b) at the written request of seven members of the Board of Directors, or
c) at the request of any one voting Director where, because of vacancies, the number of directors in office is less than a quorum as set out in Section 7.07, provided that notice is given in accordance with the provisions of Section 7.03.

7.03 Notice of Meetings – Written notice of the day, hour, place and purpose of a General Meeting shall be given to each member as set out in Section 4 of this By-law. Such notice shall be delivered to each member or mailed, sent by facsimile or e-mailed to the member’s last known address. In each case, the notice shall be at least five days and not more than 30 days prior to the date of the meeting. Such notice shall be given by the Executive Secretary, by another officer designated by the Board of Directors or by the person convening the meeting. The notice need not be signed by hand.

In the case of a Special General Meeting, the five-day period may be reduced if all directors in office are present.

7.04 Failure to Give Notice – The inadvertent failure to give notice of a meeting for reasons beyond the control of the Quebec Press Council, or the fact that a member has not received it, shall not invalidate any resolution passed or any of the proceedings taken at that meeting.

7.05 Incomplete Notice – The inadvertent failure to include in the notice of an annual or Special General Meeting any business required by the Act or the by-laws to be conducted at that meeting shall not invalidate the conducting of such business at that meeting.

7.06 Waiver of Notice – A member may waive in writing, by facsimile transmission or by e-mail, notice of a meeting either before or after the meeting is held. Attendance at the meeting shall constitute a waiver unless the member attends for the express purpose of objecting to the meeting on the grounds that it was not properly convened.

7.07 Quorum – A quorum shall consist of those members present provided that a majority of the Directors in office are present and that one member from each sector represented on the Board of Directors is present.

7.08 Continuity of Quorum – If a quorum is established at the opening of a meeting of members, the meeting may validly proceed even though a quorum may not be maintained at all times during the meeting.

At all times, however, at least one Director representing each of the sectors represented on the Board of Directors must be present.

7.09 Adjournment – Regardless of whether a quorum is present, a meeting of members may be adjourned by a majority vote of the members present. The adjourned meeting shall be reconvened on such day and at such place and time as the members may determine without further notice if a quorum is present. If a quorum is not present, at least five days’ written notice shall be given of the date of the adjourned meeting. Any business that could have been conducted at a meeting prior to its adjournment may be conducted at the adjourned meeting when a quorum is present. If no quorum is present at the reconvened meeting, the adjourned meeting shall be deemed to have ended immediately after its adjournment.

7.10 Voting and Qualification – Unless otherwise prescribed by the Act, by the Instrument of Incorporation or by a By-law of the Quebec Press Council, only Directors and representatives of associated organizations shall each have the right to vote at a General Meeting of members.

A member may grant a proxy to another member of the meeting in order to exercise their right to vote on specific items on the meeting agenda. Such proxy shall be recorded in writing and delivered to the Executive Secretary prior to the General Meeting.

7.11 President of Meetings – The President of the Quebec Press Council shall chair the meetings of members. In the President’s absence or as a result of their inability to act in that capacity, the Vice-President of the Quebec Press Council shall chair the General Meetings of members.

In the absence of the President and the Vice-President, or as a result of their inability to perform their duties, any member pre-designated by the President or Vice-President, as the case may be, or any member elected by the Board of Directors for the purpose shall chair the General Meetings of members.

7.12 Secretary of Meetings – The Executive Secretary or a person designated by the President of the meeting shall act as secretary.

7.13 Scrutineers – The President of a meeting of members may appoint a person or persons to act as scrutineers at the meeting, regardless of whether such person or persons are officers or members of the Quebec Press Council.

7.14 Procedures of Meetings – The President of the meeting shall direct the proceedings and see to their orderly conduct. The President shall determine in a reasonable and impartial manner the procedure to be followed according to the rules usually applied in deliberative meetings. They shall rule on all matters. Their decisions shall be final and binding on the members, unless overruled by a two-thirds vote by a show of hands among the members present and voting.

7.15 Decision – Unless otherwise prescribed by the Act, by the Instrument of Incorporation or by a By-law of the Quebec Press Council, decisions shall be made by majority vote, and in the event of a tie, the President of the meeting shall have a second or deciding vote.

7.16 Voting by Show of Hands – Unless otherwise required by the Act, the Instrument of Incorporation or a By-law of the Quebec Press Council, a vote may be taken by a show of hands unless a secret ballot is requested. When the President of the meeting declares that a resolution has been carried, unanimously or by a specified majority, or rejected, such declaration shall be recorded in the minutes of the meeting. Such record shall constitute sufficient evidence of the carrying or rejection of such resolution and it shall not be necessary to ascertain the number or proportion of the votes recorded.

7.17 Voting by Secret Ballot – At the request of any member, the President of the meeting shall permit a vote by secret ballot to be taken.

7.18 Address of Members – A member shall provide the corporation with a mailing address and/or an e-mail address to which notices to them may be sent.

8. Board of Directors

8.01 Composition – The affairs of the Quebec Press Council are administered by a Board of Directors comprising 22 members:

a) seven are from the news media sector;
b) seven are from the journalism community;
c) eight, including the President, are members of the public.

8.02 Appointment of President and Directors –

a) Directors shall be appointed by the Board of Directors and such appointment shall be ratified at the Annual General Meeting.
b) Directors’ terms of office shall be two years, renewable twice without further formality. The Board of Directors may extend a Director’s term of office for an additional year, if it deems that exceptional circumstances or compelling reasons warrant it.
c) Any appointment shall be effective upon adoption of a resolution of the Board of Directors to that effect.
d) The seven Directors from the news media sector shall be appointed by the Board of Directors upon recommendation of the constituent members from the news media sector:

i. Les Quotidiens du Québec inc.: two Directors;
ii. Hebdos Québec: one Director;
iii. CBC/Radio-Canada: one Director;
iv. Télé-Québec: one Director;
v. The private-ownership radio and TV broadcasters (Bell Media and Cogeco): one Director;
vi. Periodicals and news agencies: one Director.

e) The seven Directors from the journalism community shall be appointed by the Board of Directors upon recommendation of the constituent members from the journalism community:

i. The Fédération professionnelle des journalistes du Québec: five Directors;
ii. The Fédération nationale des communications et de la culture (CSN): two Directors.

f) The President of the Board of Directors of the Quebec Press Council shall be appointed by the Board of Directors after public notice of recruitment published in the media and upon recommendation of a tripartite selection committee. This appointment requires a vote of at least two-thirds of the members of the Board of Directors for a four-year term, renewable once with the same majority.
g) The remaining seven Directors, comprising members of the public, shall be appointed by the Board of Directors after public notice of recruitment published in the media and upon recommendation of a selection committee made up of three Directors representing members of the public.
h) The President of the Quebec Press Council and the seven other Directors from the general public cannot have any direct or indirect ties to the news media or to the journalism community.
i) In exceptional cases, the Board of Directors may appoint as President a former journalist or someone who has previously had ties to the news media sector, provided that they have not been permanently employed by a news media entity for at least three years.
j) The Directors representing members of the public must be residents of Quebec.

8.03 Attendance at Meetings – All Directors shall attend at least one meeting of the Board of Directors during a fiscal year of the Quebec Press Council.

In addition, with the exception of the President, no Director may be absent from more than three meetings of the Complaint Subcommittees to which they are assigned during that same period.

Failure to fulfil these obligations may result in a decision by the Board of Directors to remove that Director. Such decision shall be made after allowing the Director in question to be heard on the matter.

8.04 Vacancies – Provided that a quorum is present, the Directors in office may act even if a vacancy occurs on the Board of Directors. They may also elect a new Director to fill a vacancy.

8.05 Remuneration – Directors shall not be entitled to any remuneration. However, they shall be entitled to reimbursement of their travel expenses to attend all meetings of the Quebec Press Council to which they are convened, as per the policy in effect, as well as all other disbursements made in connection with the business of the Quebec Press Council.

8.06 End of Director’s Term – The office of a Director shall automatically become vacant:

a) if they cease to be a member of the Board of Directors;
b) if they resign their office and at the time such resignation takes effect;
c) upon the death of the Director;
d) if they are removed from office in accordance with this By-law.

8.07 Resignation of Director – A Director may resign from office by giving written notice of their intention to resign to the Executive Secretary of the Quebec Press Council. The resignation shall be effective upon receipt of such notice, unless a later date is stipulated therein.

8.08 Removal – Any Director may, with cause, be removed from office by a two-thirds vote of the Directors, including at least one member from each of the sectors, at a regular or special meeting of the Board of Directors.

8.09 Liability of Directors and Officers – A Director or Officer shall not be liable for any loss, damage or expense incurred by the Corporation while they are in office, except such as arises from their gross negligence, their wilful omission, or from the Act.

8.10 General Powers – The Board of Directors shall manage and administer the business of the Corporation by By-laws and resolutions and may exercise all authority and power, and do all acts and things that the Corporation is authorized to do, unless such authority is conferred by the Act or the By-laws solely upon a General Meeting of members.

8.11 Disclosure of Interest – Directors serve in their personal capacity and shall avoid any situation that places them in a conflict of interest.

A Director must disclose to the Board of Directors any direct or indirect financial or other interest they have with an individual, company or corporation that does business with the Quebec Press Council or wishes to. The Director in question shall not be entitled to vote on the adoption of a resolution relating to a matter in which they have an interest.

Directors shall also comply with the rules set out in the Directors’ Code of Ethics.

8.12 Budget – Any resolution to adopt a budget shall require the approval of two-thirds of the Board of Directors, including one-half of the representatives of each sector present at the time of the vote.

8.13 Meetings – The Board of Directors shall meet at least four times during the fiscal year.

8.14 Other Meetings – The Board of Directors may meet at any time and place when convened by the President, the Vice-President or any two Directors, provided that notice of such meeting is given to every Director. Such notice shall not be necessary, however, if all Directors are present or have waived notice in writing.

8.15 Emergency Meeting – The President of the Quebec Press Council, the Executive Secretary or at least three members may, at their discretion, decide that an emergency meeting of the Board of Directors should be convened. In such an event, they shall give notice of the meeting to the Directors by telephone, facsimile transmission or e-mail, no less than 24 hours before the meeting is held. Such notice shall be sufficient to validate the emergency meeting.

8.16 Notice of Meetings – Notice of a meeting shall be deemed sufficient if it states the date, time and place of the meeting and is sent by mail, facsimile transmission or e-mail at least five days before the meeting. It shall either be sent to the last known work or home address of each Director or forwarded to the fax number or e-mail address provided by them. If such notice is given directly by telephone or by hand, then the time limit shall be reduced to 24 hours. Notice shall be given by the Executive Secretary or by another officer designated by the President of the Quebec Press Council or the Directors. It is not necessary for the notice to be signed, nor is it necessary to mention the nature of the business to be conducted at the meeting.

8.17 Quorum – A quorum shall consist of a majority of the Directors in office and include at least one member from each sector represented on the Board of Directors.

8.18 Continuity of Quorum – If a quorum is established at the opening of the meeting, the meeting may validly proceed even though a quorum may not be maintained at all times during the meeting.

8.19 Adjournment – Regardless of whether a quorum is present, a meeting of the Board of Directors may be adjourned from time to time by a majority vote of the Directors present. The adjourned meeting may be reconvened later without further notice if a quorum was present at the time of adjournment. The Directors constituting the quorum at the time of adjournment shall not be required to constitute a quorum at the reconvened meeting. If no quorum is present at the reconvened meeting, the adjourned meeting shall be deemed to have ended immediately after its adjournment.

8.20 Voting – Unless otherwise prescribed, any matter submitted to the Board of Directors shall be decided by a majority vote by a show of hands. At the request of any Director present at a meeting of the Board of Directors, however, the President of the meeting shall permit a vote by secret ballot to be taken.

Each Director shall be entitled to one vote and the President of the meeting shall cast the deciding vote in the event of a tie.

8.21 President of Meeting – The President of the Quebec Press Council shall chair the meetings of the Board of Directors. If the President is unable to act, the Vice-President or, failing this, a Director elected by the Board of Directors shall chair the meeting.

8.22 Secretary of Meeting – The Executive Secretary or, in their absence, a person appointed by the chair of the meeting shall act as secretary.

8.23 Waiver of Notice – A member may waive in writing, by facsimile transmission or by e-mail, notice of a meeting of the Board of Directors either before or after the meeting is held. Attendance at the meeting shall constitute a waiver unless the member attends for the express purpose of objecting to the meeting on the grounds that it was not properly convened.

8.24 Procedure – The President of the meeting shall see to its orderly conduct, shall submit to the Board of Directors the proposals on which a vote is to be taken and, generally, shall establish in a reasonable and impartial manner the procedure to be followed according to the rules usually applied in deliberative meetings.

8.25 Validity of Acts of Directors – Even if it is subsequently discovered that some irregularity has occurred in the election or appointment of a Director or person acting as a Director, or even if members of the Board of Directors have been disqualified, an act of the Board of Directors or of a person acting as a Director shall be as valid as if each such person had been duly appointed or elected or was qualified to be a Director.

8.26 Written Resolutions – In exceptional circumstances, resolutions of the Board of Directors, the Executive Committee or any committee may be approved by e-mail or regular mail. The Executive Secretary shall send the resolutions to the postal or e-mail address of each Director, who shall record their vote in writing within the time specified in the mailing, which shall not be less than 48 hours.

The rules set forth in Section 8.20 shall apply to voting by regular mail and by electronic means.

The Executive Secretary shall report the result to the Directors no later than the next meeting of the Board of Directors following such vote.

Resolutions in writing, signed by all Directors entitled to vote on such resolutions at meetings of the Board of Directors, shall have the same force and effect as if they had been passed at any such meeting. A copy of such resolutions shall be kept together with the minutes of the meetings of the Board of Directors.

8.27 Electronic Voting on Request – A Director may, upon written request (by mail, facsimile transmission or e-mail) justifying their absence from a meeting of the Board of Directors for bona fide and exceptional reasons, request that voting on certain matters on the agenda of the meeting be conducted by electronic means. This mechanism, as well as its timing, shall require the approval of two-thirds of the members present at the meeting.

This request shall be delivered to the Executive Secretary in advance of the meeting and shall identify the specific agenda items for which electronic voting is requested.

In advance of the vote by electronic means, the Executive Secretary shall provide the members with a summary of the discussions held on the agenda items covered by the request.

8.28 Teleconferencing – The Directors may, if all of them consent, take part in a meeting of the Board of Directors by means of such conference facilities as permit all persons participating in the meeting to communicate orally with each other. They shall then be deemed to have attended the meeting.

9. Executive Committee

9.01 Composition and Terms of Office – Subject to the powers vested in the Board of Directors or the General Meeting of Members, the day-to-day administration of the Quebec Press Council shall be the responsibility of an Executive Committee appointed by the Board of Directors and comprising the President, the Vice-President, the Executive Secretary, one public representative, one media representative and one journalist representative, one of whom shall be chosen as the Treasurer.

The members of the Executive Committee shall be appointed for two years or until expiration of their term of office on the Board of Directors, their resignation or their removal.

9.02 Quorum – A majority of the Executive Committee shall constitute a quorum. 

10. Officers

10.01 President – The President leads the Quebec Press Council, the Board of Directors and the Executive Committee and is the spokesperson for the Press Council or the Board of Directors on all matters relating to the quality and freedom of information, freedom of the press and the public’s right to information.

Additionally, the President is an ex officio member of all commissions and committees of the Quebec Press Council with the exception of the Complaints, Admissibility and Appeals subcommittees.

10.02 Term of President – The President shall be appointed by the Board of Directors in the manner set out in Section 8.02 f).

10.03 Vice-President – The Vice-President shall be chosen from among the Directors representing the public by at least two-thirds of the members of the Board of Directors. They shall exercise such powers and authority and perform such duties as may from time to time be prescribed by the Directors or the President. They shall serve for a term of two years and may be reappointed until the expiration of their term as a member of the Board of Directors, their resignation or their removal. In the absence or inability to act of the President, the Vice-President shall assume the duties of the President.

10.04 Executive Secretary – The Executive Secretary shall be the primary advisor to the Officers and the Board of Directors. They shall attend meetings of the members, the Board of Directors and the Executive Committee and shall keep the minutes thereof. They shall give notice of such meetings. They shall be the custodian of the seal and the registers, books, documents and archives of the Quebec Press Council. They shall also carry out such other duties as may be assigned to them from time to time by the Board of Directors. They shall be responsible and accountable to the Board of Directors. The Executive Secretary is an employee of the Quebec Press Council reporting to the President.

10.05 Treasurer – The Treasurer shall be responsible for the finances of the Quebec Press Council, assisted by the Executive Secretary. They shall see to the respect of the internal rules governing the deposit of money and other assets of the Corporation. They shall report to the President and the Directors on the financial situation of the Press Council whenever they are required to do so. As soon as possible after the close of the fiscal year, they shall deliver to the President and Directors the audited financial statements for that year. They shall have charge, custody and responsibility of the accounting records. Under the authority of the President, they shall exercise all such powers and perform all such duties as the Directors or the President may prescribe from time to time.

They shall serve for a term of two years and may be reappointed until the expiration of their term as a member of the Board of Directors, their resignation or their removal.
10.06 Election or Appointment of Officers – If the Board of Directors is required to elect or appoint new Officers, it shall do so at the meeting held immediately following the determination of the vacancy, if all conditions permit. The outgoing Officers shall hold office until such time as their successors are elected or appointed.

10.07 Term of Office – Unless otherwise ordered by the Board of Directors at the time of their election or appointment, the Officers shall hold office from the day of their appointment until the day of their replacement.

10.08 Resignation and Removal of Officers – An Officer may resign at any time by giving written notice of their intention to resign to the President of the Quebec Press Council, the Executive Secretary or the Directors during a meeting of the Board of Directors. An Officer may be removed at any time by a resolution passed by two-thirds of the members present at a meeting of the Board of Directors.

10.09 Remuneration – The remuneration of the Officers of the Quebec Press Council shall be fixed by the Board of Directors.

10.10 Powers and Duties of Officers – Except as otherwise provided in the Act or the By-laws, each Officer shall carry out the duties and exercise the powers ordinarily incident to their office and those vested in them by the Board of Directors.

11. Commissions and Committees

11.01 The Board of Directors may establish tripartite committees or commissions to which it may entrust one of the following powers:

a) deal with and dispose of complaints received from the public concerning breaches of journalistic ethics, freedom of the press and the right to information;
b) prepare opinions, briefs, recommendations, research and studies on any and all matters relating to freedom of the press and the public’s right to information;
c) deal with any mandate relating to the management of the business of the Quebec Press Council;
d) deal with any other matter or process that it determines.

12. Audit Committee

12.01 Composition and mandate

a) The Audit Committee shall be composed of three Directors. The members of the Committee shall be appointed by the Board of Directors;
b) the members of the Audit Committee shall have competence or experience in accounting, financial or auditing matters;
c) the term of office of the members of the Committee shall be two years and shall be renewable;
d) the term of office of the President of the Committee shall be two years and shall be renewable.

12.02 Roles and Responsibilities – The roles and responsibilities of the internal Audit Committee shall be to:

a) review the financial statements, which shall include ensuring their reliability and recommending their approval by the Board of Directors;
b) approve the annual internal audit plan and inform the Board of Directors of its approval;
c) ensure that proper and effective internal control mechanisms are in place;
d) periodically assess, in collaboration with the Executive Secretary, the suitability and effectiveness of the internal control systems, and forward recommendations to the Board of Directors, as appropriate;
e) ensure that a risk management process for the conduct and continuity of the business of the Press Council is put into place and enforced;
f) submit, at the request of the Board of Directors, policy proposals for the monitoring of financial, strategic, operational, partnership or reputational risks;
g) ensure that a plan for the optimal use of the resources of the Quebec Press Council is put into place and ensure its follow-up;
h) notify the Board of Directors as soon as it learns of operations or management practices that are not sound or that do not comply with the laws, regulations or policies of the Quebec Press Council;
i) ensure the sound financial performance of the Quebec Press Council, review any activity brought to its attention that is likely to be harmful to it and make recommendations to the Board of Directors, as appropriate;
j) evaluate the efficiency and performance of the Committee and its members and analyze the results of such evaluation with a view to making improvements to the operation of the Committee and making recommendations to the Board of Directors, as appropriate;
k) report to the Board of Directors on its work and the conduct of its meetings;
l) make such recommendations or reports to the Board of Directors as it deems appropriate about any matter of concern to it.
12.03 Operation
a) The President of the Audit Committee shall be appointed from among and by the members of the Committee. They shall see to the smooth running of meetings. They shall deliver the Committee’s reports to the Board of Directors;
b) The President of the Board of Directors may attend any meeting of the Audit Committee, but shall not have the right to vote, unless they are a member of the Committee. They may not, however, be the President of the Committee;
c) The Committee shall hold at least three meetings per year, which shall be convened by the Secretary of the Committee;
d) At the request of the President of the Board of Directors, the President of the Committee or the Executive Secretary, the Secretary of the Audit Committee may convene further meetings of the Committee;
e) The Committee shall report once a year to the Board of Directors by means of its annual activity report covering the period from January 1 to December 31, in particular on the fulfilment of its mandate in general, at the first meeting of the Board of Directors held after March 1;
f) The Executive Secretary shall normally attend meetings of the Committee, but shall not have the right to vote. The Committee may, however, request that meetings be convened and held in their absence.

13. Civil and Criminal Liability

13.01 Suit by Third Party – The Corporation shall take up the defence of any Director sued by a third party for an act performed in the discharge of their duties. To that end, the Corporation shall assume all judicial and extra-judicial costs and pay damages, as applicable, except where the Director concerned has committed gross negligence.

In the case of criminal or penal proceedings, however, the Corporation may assume the judicial and extrajudicial costs of the Director against whom the charge is brought. The Corporation shall pay such costs if the Director is found not guilty or is discharged from the proceedings, or upon resolution of two-thirds of the Directors.

13.02 Loss of Income – The Corporation shall compensate any Director who is the subject of a lawsuit for loss of salary or professional fees.

13.03 Loss of Standing – The Corporation shall not suspend or remove from office any Director who has been found liable or convicted by a court of law for an act performed in good faith in the discharge of their duties.

13.04 Extension to Employees – The Corporation shall extend to its employees the conditions set out in sections 13.01, 13.02 and 13.03.

14. Books of the Corporation

14.01 Books of the Corporation – The Quebec Press Council shall keep at its headquarters a book containing:

a) its Instrument of Incorporation and its By-laws;
b) the names, in alphabetical order, of all persons who are or have been members;
c) the address of each organization or institution and of each member drawn from the public during their membership;
d) the first and last names, addresses and occupations of each Director, indicating for each term the date on which it begins and the date on which it ends; and
e) the minutes of the General Meetings of members.

14.02 Minutes of Meetings of the Board of Directors – The Directors shall also keep a record of their proceedings and the written resolutions in lieu thereof.

15. Negotiable Instruments, Contracts, Stock Voting, Judicial Declarations

15.01 Cheques, Bills of Exchange, etc. – Cheques, bills of exchange, promissory bills and other negotiable instruments shall be signed by such person or Officer as may be designated by the Board of Directors. Unless otherwise ordered by resolution of the Board of Directors, endorsements of cheques, bills of exchange, promissory bills or other negotiable instruments payable to the Corporation shall be made for collection or deposit to the credit of the Corporation at a duly authorized financial institution. Such endorsements may be made by means of a stamp or other device.

15.02 Submission of Contracts or Transactions for Approval by Members – The Board of Directors may, in its discretion, submit any contract, act or transaction for approval, ratification or confirmation at an Annual or Special General Meeting of the members convened for such purpose. A contract, act or transaction approved, ratified or confirmed by resolution passed by a majority of the votes cast at such meeting (except where the Act, the Instrument of Incorporation or a By-law of the Quebec Press Council prescribes different or additional requirements) shall have the same force and effect and shall be binding upon the Corporation and its members as if the approval, ratification or confirmation had been given by each member of the Quebec Press Council.

15.03 Contracts, Documents or Other Writings – Contracts, documents or other writings made in the ordinary course of business of the Quebec Press Council and requiring its signature may be validly signed by the President of the Press Council or the Vice-President and by the Executive Secretary or the Treasurer. Contracts, documents or other writings so signed shall be binding upon the Corporation without further formality or authorization. The Board of Directors shall have the power to appoint by resolution any other Officer or person to sign contracts, documents or other writings on behalf of the Quebec Press Council, and such authorization may be general or specific. The seal of the Quebec Press Council may, upon request, be affixed to any contract, document or other writing so signed.

15.04 Judicial Declarations – The President of the Quebec Press Council, the Vice-President, the Executive Secretary, the Treasurer or a Director designated by the Board of Directors are hereby authorized:

a) to make, on behalf of the Corporation, declarations on garnishment, before or after judgment, and to answer interrogatories on facts and articles and other proceedings which may be necessary in any dispute involving the Corporation;
b) to file applications for dissolution or liquidation, or petitions in bankruptcy against the debtors of the Quebec Press Council and to grant powers of attorney in connection with such proceedings;
c) to represent the Corporation at meetings of creditors in which it has interests to be protected, and to vote and make appropriate decisions at such meetings.
The Board of Directors may, however, by resolution appoint other persons to represent the Corporation for the above purposes.
15.05 Immunity – No member may initiate legal action against the Quebec Press Council or its Directors except for gross misconduct or gross negligence.

16. Membership Dues

16.01 Dues – The dues payable by constituent members and associated organizations shall be determined annually by the Board of Directors.

16.02 Withdrawal – A constituent member or an associated organization wishing to withdraw from the Quebec Press Council shall give prior notice within one year before the start of the fiscal year. During the period of such notice, they/it shall continue to pay their/its dues until the end of the fiscal year.

16.03 Transitional Provision – The dues in effect at the time of adoption of this By-law shall be maintained as the base rate.

17. Dissolution and Liquidation

17.01 Dissolution of the Corporation – In the event of dissolution of the Corporation, the balance of the assets after payment of debts shall be distributed to professional or social organizations that share the objectives of the Quebec Press Council or to organizations, persons or educational institutions engaged in research on freedom of the press or on the public’s right to information.

18. Final Provisions

18.01 Entry into Force – This By-law replaces in whole and in part By-law Number I of the Quebec Press Council. It shall come into force on the date chosen by the Board of Directors.

ADOPTED BY THE BOARD OF DIRECTORS on December 9, 2016.
Amended by the Board of Directors of the Quebec Press Council on December 13, 2019. (Section 2 b) )
Amended by the Board of Directors of the Quebec Press Council on June 16, 2020. (Sections 4.02 b) and 8.02 d) )
Amended by the Board of Directors of the Quebec Press Council on October 7, 2022. (Section 8.02 d) vi.)

General principles

1. Procedure for resolving complaints

1.01 In furtherance of the objectives and purposes for which it was constituted, the Quebec Press Council, an informal tribunal, hereby determines its rules of procedure applicable to the consideration of complaints from the public relative to a potential breach of journalistic ethics.

1.02 The Council requires that its members and employees be treated with respect. As such, disrespectful language will not be tolerated. Failure to comply may result in the Council discontinuing its consideration of a complaint.

2. Respect for Procedural Fairness

2.01 The Quebec Press Council recognizes the right of every person to procedural fairness in the consideration of a complaint that concerns them.

Bodies

3. Admissibility Committee

3.01 The Admissibility Committee shall determine the admissibility of a complaint.

3.02 The Committee shall be tripartite, consisting of three members appointed by the Board of Directors from among its members, one from each sector represented on the Board.

3.03 The Committee shall be chaired by the member representing the public.

3.04 The Board shall also appoint three alternate members, one from each sector.

3.05 If a member of this Committee must recuse themselves from a matter, the President of the Board of Directors shall appoint the appropriate alternate member.

3.06 Quorum for this Committee shall consist of its three members.

4. Complaints Committee

4.01 The Complaints Committee shall determine the merits of a complaint.

4.02 The Complaints Committee shall be tripartite, consisting of Complaints Subcommittees. Each Subcommittee shall consist of six permanent members appointed by the Board of Directors from among its Directors.

4.03 The six members of each Subcommittee shall be appointed as follows: two members from the journalism community, two from the news media sector and two from the public, including a president appointed by the Board of Directors.

4.04 For each Subcommittee, the Board of Directors shall also appoint three alternates from among its members from each of the three sectors.

4.05 Quorum for each of these committees shall consist of four of its members, including at least one member representing each sector.

5. Appeals Committee

5.01 The Appeals Committee shall hear appeals of decisions of the Complaints Committee.

5.02 It shall be tripartite and consist of three permanent members appointed by the Board of Directors, one from each of the journalism community, news media sector and public sector, for a term of three years, renewable once.

5.03 The Board shall be chaired by the member representing the public.

5.04 The Board of Directors shall also appoint three alternates, one from each of the three sectors.

5.05 The permanent and alternate members of the Appeals Committee shall be selected from among the former members of the Board of Directors of the Council.

5.06 Quorum for the Appeals Committee shall consist of three of its members.

6. Mandate of the General Secretariat in the Consideration of Complaints

6.01 The General Secretariat of the Council is a resource providing support to the decision-making committees of the Council. It acts in a neutral and impartial manner with respect to the orientation of those bodies’ decisions.

6.02 The General Secretariat shall be responsible for ensuring that complaints comply with the conditions of admissibility set out in sections 9, 10, 11, 12 and 13.

7. Confidentiality

7.01 The working documents that are prepared to assist committee members and the committees’ deliberations are confidential.

8. Declaration of a Conflict of Interest, Appearance of Conflict of Interest or Problematic Situation of Conflict of Interest

8.01 A member of the Admissibility Committee, the Complaints Committee or Appeals Committee, or any employee assigned to the General Secretariat, shall promptly declare to the President of the Council any situation in which they are in a conflict of interest, in the appearance of a conflict of interest or in a problematic situation in that regard. That person may then recuse themselves.

8.02 Any party may raise, in writing, at any stage, any conflict of interest, appearance of conflict of interest or problematic situation of conflict of interest.

8.03 If the person has not recused themselves, then the Executive Committee shall make the decision as to whether to recuse the person from a case or take any other action so as to maintain the credibility of the process.

Initial examination of admissibility of a complaint

9. Identification of the Complainant

9.01 The complainant shall identify themselves and provide their name, address, telephone number and, as applicable, e-mail address.

9.02 A complainant may, for exceptional reasons that they must explain, request that their name not be publicly disclosed. Upon recommendation of the Complaints Committee, the Council may undertake to not make such disclosure, and recommend to the respondent(s) that they do likewise.

10. Identification of the Complaint

10.01 A complaint shall be submitted to the Council using the form available on its website.

10.02 The complainant shall set out the subject matter and details of the complaint, identifying, as applicable, the title of the journalistic production, the name of the journalist and the media entity, and the date of publication or broadcast. They shall also attach to their complaint a copy of the journalistic production (e.g., audio file, video file, text, screen capture).

10.03 The complainant may attach additional supporting material only if it is evidence of what is being alleged. In such a case, the complainant shall identify the relevant passages of the attachment.

11. Limitation Period

11.01 Unless there are exceptional circumstances to be established by the complainant and brought before the Admissibility Committee, a complaint must be received by the Council within one month following the publication or broadcast of the matter under complaint.

12. Identical Case Before a Court

12.01 The Council shall suspend consideration of a complaint if it is informed of the existence of proceedings before any court, administrative tribunal or arbitrator dealing with a matter identical to that of the complaint.

12.02 Such suspension shall continue until final disposition of said proceedings.

12.03 The complainant shall inform the Council of the existence of such proceedings, or undertake to inform the Council, if the complainant decides to initiate such proceedings.

12.04 The Council shall also suspend consideration of a complaint if:

a) it receives a copy of a formal demand referring to such potential proceedings; after a period of three months, the suitability of the suspension shall be re-examined;
b) it has reasonable grounds to believe that a respondent is likely to face criminal or penal proceedings in relation to the facts that are the subject of the complaint; after a period of 12 months, the suitability of the suspension shall be re-examined.

13. Conditions Regarding the Matter of the Complaint

13.01 A complaint must be directed at a journalist or news media entity and must involve a potential breach of the Ethics Guide of the Quebec Press Council. The breach must be significant and specific. A complaint may contain up to three different grievances. Each grievance may contain up to three sub-grievances.

13.02 A complaint must not be merely a general comment or criticism, nor an interpretation of what has been reported or written.

13.03 The complaint must not constitute a claim of defamation, refer to the content of an advertisement or state a difference of opinion with the author of a publication or a decision.

13.04 If a complaint relates to a journalistic production rather than an act or conduct, the production must have been publicly distributed.

13.05 The Council reserves the right, in the event that it receives multiple complaints about the same journalistic production, to select a maximum of 10 complaints for consideration.

13.06 A complaint shall be considered only if the complainant has first attempted to contact the media entity concerned to resolve the issue.

13.07 If the media entity has fully corrected an error that is the subject of a complaint, the Council may deem the grievance inadmissible.

13.08 A complaint shall be considered only if the complainant provides evidence of their allegations.

13.09 A grievance involving the ethical principle of discrimination (Guide, Section 19) must involve a ground for discrimination. The Council uses the list of personal characteristics established by the Quebec Commission des droits de la personne et des droits de la jeunesse, i.e., race, sex, colour, sexual orientation, age, gender identity or expression, civil status, religion, pregnancy, language, political convictions, ethnic or national origin, social condition or a handicap.

13.10 The person making the complaint must be directly affected by the alleged breach, or a relative of that person acting on their behalf, if the grievance involves any of the following ethical principles:

• The right to privacy and dignity (Section 18 of the Guide)
• Blackmail and intimidation (Section 23 of the Guide)
• Dealing with the public (Section 27 of the Guide)
• Agreements with a source (Section 13 of the Guide)
• Refusal to publish (Section 16.1 of the Guide)

14. Summary Declaration of Inadmissibility

14.01 The Admissibility Committee may unanimously deem inadmissible a complaint filed by a complainant who repeats the same grounds for complaint or the same arguments in successive complaints despite previous requests to the same effect having been rejected.

14.02 The Admissibility Committee may unanimously deem inadmissible a Complaint that promotes an alleged conspiracy to manipulate opinion or that runs counter to a clearly established scientific consensus.

Mediation

15. Referral to the Mediation Procedure of the Council

15.01 If a complaint is not summarily declared inadmissible, it shall be referred to the Council’s mediation service.

15.02 Mediation is a process for informal resolution of a complaint, in keeping with the spirit of the Ethics Guide and the public interest.

15.03 An impartial mediator shall assist the parties in reaching a fair and sustainable agreement.

15.04 If multiple complainants have complained about the same journalistic production, mediation shall not be possible and the case shall pursue its normal course.

16. Voluntary Procedure

16.01 The two parties shall engage in the mediation process voluntarily and in good faith.

16.02 If either party refuses to engage in the mediation process or decides during the process to withdraw from it, the consideration of the complaint shall pursue its normal course.

17. Duration of Mediation

17.01 The parties shall have 30 days from the time the complaint is delivered to the respondents to come to a signed agreement, failing which consideration of the complaint shall automatically resume.

17.02 A maximum of 6 hours of billable services shall be allotted for mediation. If no agreement is reached within the 6 hours, consideration of the complaint shall automatically resume.

18.Confidentiality

18.01 By default, everything said and written during the mediation process shall be strictly confidential.

18.02 With the consent of both parties, certain information, notably that relating to a possible resolution, may be disclosed publicly.

18.03 The result of the mediation shall be transmitted to the General Secretariat.

18.04 While preserving the anonymity of the parties, the Council shall keep a record of general information, including certain non-identifying information about the parties, the nature of the grievances discussed, and the type of agreement signed by the parties.

19. Conduct of Mediation Sessions

19.01 The mediator, selected from a list of candidates approved by the Board of Directors, shall be appointed by the Executive Secretary.

19.02 During the mediation process, the complainant, the journalist and the media entity involved shall each be represented by a single person.

19.03 Except as otherwise required, the mediator shall confer with the parties separately.

20. Agreement

20.01 Any agreement reached shall be in writing and signed by the complainant and each person against whom the complaint is made.

20.02 If the agreement includes a pledge by the respondent to undertake certain actions, the complaint that was mediated shall not be closed until the General Secretariat has determined that the respondent has fulfilled such pledge.

20.03 Any failure by the respondent to abide by the terms of the agreement shall result in the complaint being reopened.

20.04 No agreement shall provide for monetary or material compensation to the complainant.

Second examination of admissibility of a complaint

21. Observations of the Parties on Admissibility

21.01 If mediation does not result in resolution of the complaint, the General Secretariat shall forward to the parties a copy of the complaint and a Statement of Complaint:

a) stating the applicable ethical principle by referring to the relevant section of the Ethics Guide of the Quebec Press Council;
b) briefly describing the subject matter of the complaint.

21.02 The respondent shall provide their observations on the admissibility of the complaint within 20 days.

21.03 Upon receipt of such observations, the General Secretariat shall forward them to the complainant to obtain their observations within 20 days, and said observations shall be forwarded to the respondent.

21.04 The absence of observations from either of the parties shall not prevent review of the admissibility of the complaint from proceeding.

21.05 The General Secretariat shall then compile the file and forward it to the Admissibility Committee.

22. Decisions on Admissibility

22.01 If the complaint is deemed admissible, the Council shall inform the complainant. Decisions of inadmissibility are final.

22.02 The Admissibility Committee may make one of the following decisions:

a) rule that the complaint is admissible or inadmissible, in whole or in part;
b) refer the matter of admissibility to the Complaints Committee for a ruling on the admissibility as well as the merits of the complaint.

22.03 Decisions of the Admissibility Committee shall be made by unanimous consent, failing which the matter of admissibility shall be referred to the Complaints Committee for a ruling on admissibility as well as on the merits of the complaint.

Review of the merits of a complaint

23. Intervention by an Interested Person

23.01 Any interested person may make representations regarding a complaint. They shall specify in writing the purpose of their intervention, their observations and their interest in the complaint.

23.02 Such intervention shall be forwarded by the General Secretariat to the parties so that they may make their observations within a time limit that the Secretariat shall set.

24. Preparation of the File by the General Secretariat

24.01 The General Secretariat shall carry out the preparatory work to present a comprehensive, structured case file to the Complaints Subcommittees:

a) verify the facts and prepare documentation to enable the Complaints Subcommittees to review it efficiently and to make their decisions;
b) at the request of one of the Subcommittees, perform additional verifications;
c) outline for the Subcommittees any ethical issues that may arise and any relevant prior decisions;
d) with the authorization of the president of a Complaints Subcommittee, hire the services of an external resource;
e) attend meetings of the Complaints Subcommittees;
f) act as secretary to the Complaints Subcommittees.

25. Observations of the Parties on the Merits of the Complaint

25.01 The General Secretariat shall solicit the respondent’s observations on the complaint, including where applicable on admissibility, if the respondent is not satisfied with the decision of the Admissibility Committee; said observations must be received within 20 days. This time limit may be extended by the General Secretariat, to not more than 40 days.

25.02 At the request of a journalist who is the subject of a complaint, the General Secretariat shall provide them with a copy of their employer’s reply, and shall allow them 20 days to provide the Committee with their own observations.

25.03 Upon receipt of the respondent’s and, as applicable, the journalist’s observations, the General Secretariat shall forward them to the complainant and request that they provide the Secretariat with their observations within 20 days.

25.04 The parties shall also be notified of any additional substantive information obtained in the course of the General Secretariat’s verifications that the latter wishes to forward to the Complaints Committee. The parties shall provide their observations within 15 days following the date on which such information is sent.

25.05 Similarly, if the General Secretariat or the Complaints Committee requires the services of an external resource, the comments or opinions of such external resource may be disclosed to the parties in order for them to make observations within 15 days following such disclosure.

26. Complaints Committee Procedure

26.01 The Complaints Committee shall receive and study the files forwarded to it by the General Secretariat.

26.02 In exceptional circumstances, the Committee may decide, upon request or on its own initiative, to hear the parties, in person or by electronic means. In such event, each of the parties shall respond to the Committee members’ questions in an informal, non-adversarial setting in proportion to the overall rules of the Council.

27. Decisions of the Complaints Committee

27.01 The Complaints Committee shall decide, if necessary, whether the complaint is admissible and whether there has been a breach of the Ethics Guide of the Quebec Press Council.

27.02 If there has been a breach, the Committee may declare absolution, declare that the breach is of minor importance and does not warrant censure, censure the respondent, or severely censure the respondent.

27.03 The Committee may, at its discretion, issue recommendations to the parties.

27.04 Decisions of the Complaints Subcommittees shall be reasoned and shall be made by a majority vote of members present. In the event of a tie, the president shall cast the deciding vote.

27.05 A dissenting member may present their reasons in writing, which shall be appended to the text of the majority decision.
 

Examination of an appeal

28. Filing of an Appeal

28.01 A final decision of the Complaints Committee may be appealed before the Appeals Committee.

28.02 An appeal shall be registered by letter, by e-mail or using the form available for that purpose on the Council’s website, and must be received within 30 days following the date on which the Council issued its decision.

28.03 The appeal filed shall contain a clear, precise and succinct statement of the subject and grounds of appeal. This statement shall not contain any new matter of complaint.

28.04 An appeal shall pertain to matters raised in the initial proceedings and may not merely be a comment on or general criticism of the decision.

28.05 Failure to comply with sections 28.02, 28.03 and 28.04 may result in the Appeals Committee deeming the appeal inadmissible from the outset.

29. Observations of the Parties on the Appeal

29.01 The appeal filed shall be forwarded to the other party, which may forward its observations to the Council within 20 days of such forwarding.

29.02 Such observations shall be communicated to the other party, which shall have 20 days in which to respond.

30. Decision of the Appeals Committee

30.01 The Board may uphold or overrule in whole or in part the decision of the Complaints Committee.

30.02 Decisions of the Board shall be reasoned and shall be made by majority vote.

30.03 A dissenting member may present their reasons in writing, which shall be appended to the text of the majority decision.

Specific provisions

31. Dissemination of Decisions

31.01 Decisions of the Complaints Committee and the Appeals Committee shall be transmitted to the parties and thereafter made public.

31.02 Where a complaint is upheld, the respondent media organization has an ethical obligation to publish or broadcast the decision. Member media organizations shall undertake to comply with this obligation and to provide proof of such publication or broadcast to the Council within 30 days following the decision.

31.03 The media organization may state in such publication or broadcast that the decision of the Complaints Committee is subject to appeal before the Appeals Committee of the Council.

32. Time Limits

32.01 Any time limit provided for in this By-Law may be extended by the General Secretary at the request of one of the parties.

33. Transitional Provisions

33.01 Processing of complaints pending before the Council when this By-law comes into force shall continue, with the adjustments required under this By-law applied.

34. Entry into Force

34.01 This By-law shall come into force on September 5, 2017.

• Adopted by the Board of Directors of the Quebec Press Council on June 2, 2017.
• Amended by the Board of Directors of the Quebec Press Council on September 21, 2018. (sections 1.01, 13.01, 13.02, 27.01 and 27.02)
• Amended by the Board of Directors of the Quebec Press Council on May 10, 2019. (Section 10.02)
• Amended by the Board of Directors of the Quebec Press Council on October 4, 2019. (sections 1.01, 1.02, 4.02, 7.01, 9.02, 12.04, 14.01, 22.01, 23, 25.04, 25.05, 28.04, 28.05 and 30.01)
• Amended by the Board of Directors of the Quebec Press Council on December 13, 2019. (sections 4.02 and 4.03)
• Amended by the Board of Directors of the Quebec Press Council on March 26, 2021. (sections 13.05, 14.02 and 15.04)
• Amended by the Board of Directors of the Quebec Press Council on March 25, 2022. (sections 6.02, 10.01, 10.02, 10.03, 11.01, 13.01, 13.02, 13.06, 13.07, 13.08, 13.09, 13.10 and 22.01)