Canadian Community Newspapers Association
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Minutes for the Executive Meeting of Thursday, July 05, 2001

Status: APPROVED

Minutes of the Executive Committee Teleconference for Thursday, July 5, 2001 at 11 a.m. EST

PARTICIPANTS:
Sean Murray, President
Clark Pepper, First Vice President
Heather Dickson, Secretary
Joyce Webster, Treasurer

Guest: Stuart Robertson, OÆDonnell, Robertson & Sanfilippo, corporate counsel
Staff: Serge Lavoie

PRESIDENTÆS COMMENTS

Sean commented that the main order of business was to consider a model for the corporate governance of the ComBase project. Stuart Robertson, CCNAÆs corporate counsel, had been invited to explain a draft set of Articles of Incorporation and Bylaws that he had drafted after consultation with Serge Lavoie

COMBASE GOVERNANCE

Serge explained the background to the issue. While the ComBase program is a project of CCNA, there has been a long-standing commitment to follow the example of other media sector agencies such as NADbank and PMB by turning governance over to a tripartite body representing publishers, advertisers and ad agencies.

Unlike those other agencies, Serge believes there is some need to ensure that the ComBase project continues to act solely in the interests of the community newspaper sector as a separate sector or ôbrandö. To achieve this objective, he asked Stuart Robertson to recommend methods of giving CCNA a measure of control while still transferring day to day governance to an arms-length board of directors built on the tripartite model.

Stuart Robertson led the group through a discussion of the draft articles and bylaws. The key points are:

1. The corporate entity will be known as Community Newspaper Database Corporation and will be incorporated federally as a share capital corporation.
2. The primary product will be known as ComBase, which will be protected through a trademark.
3. The corporation will have two classes of shares, Class A voting shares designed to be held solely by CCNA, and Class B non-voting shares designed to give the corporation flexibility in sharing dividends and revenues during general operations and at dissolution. No shares in the corporation may be transferred without the approval of the Class A shareholder. This gives CCNA ultimate control.
4. The objectives of the corporation are to:
a. to design and conduct research studies in Canadian markets focussing on community newspaper readership and its various characteristics including demographics and various consumer habits and behaviours including lifestyle and other media usage;
b. to foster and engender a greater understanding of the nature of smaller communities throughout Canada; and
c. to do all such other and further acts and things relating thereto or otherwise, which may be found necessary or expedient, so far as the same are permitted by law.
5. The board must be composed of an equal number of directors representing each of the three industry groups: community newspaper publishers, advertisers, advertising agencies. All directors must be residents of Canada.
6. CCNA approves the board of directors but only to the extent that it meets the requirements for equal representation and geographic distribution.

There was some discussion of the ComBase trademark and it was decided that there would be even greater control over the ultimate objectives of the corporation if CCNA were to retain ownership of the trademark, licensing it the new corporation for its sole use.

MOVED BY Joyce Webster, seconded by Clark Pepper THAT CCNA APPLY FOR A TRADEMARK TO PROTECT ComBase AND THAT CCNA LICENSE THE TRADEMARK TO THE Community Newspaper Database Corporation AT SUCH TIME AS THAT CORPORATION IS FULLY ACTIVATED.

CARRIED

There was also discussion about the process of incorporation. The proposed corporate name has been secured and will be held for 45 days (roughly to the end of July 2001). The draft bylaws allow for incorporation with as few as one director in order to allow for an interim board until such time as a full board is chosen and ratified. Stuart suggested that the new corporation could be registered now with Serge Lavoie as the sole director and then activated at some time in the future when the situation allows.

MOVED BY Clark Pepper, seconded by Heather Dickson THAT SERGE LAVOIE BE DIRECTED TO MOVE FORWARD ON INCORPORATION OF THE Community Newspaper Database Corporation AND THAT HE BE REGISTERED AS THE FIRST DIRECTOR UNTIL SUCH TIME AS THE ASSOCIATION HAS APPROVED THE FIRST FULL SLATE OF DIRECTORS.

CARRIED

Stuart Robertson was thanked for his input and left the meeting.


OTHER BUSINESS

Serge gave a short report on the financial situation. The year 2000 audit is complete. The auditor has supplied a staff person to help review and correct the associationÆs books and will then conduct a Review Engagement to the end of June. This report will be available to the executive and board in Saskatoon. The associationÆs cash flow is stable.

Serge also reported that conference attendance in Saskatoon was going to be less than anticipated. It is now expected that about 200 will attend. Both SWNA and CCNA staff are conducting phone calls to promote registrations. Serge believed that the financial situation with the convention would be reasonable as corporate sponsorships were up and cost cutting measures were being undertaken.

NEXT MEETING

It was agreed that the next meeting of the Executive Committee would take place on Thursday, July 19 at 7 a.m.

The meeting was adjourned.