Bylaws

These are the bylaws as established by the Organization working group in consultation with the Steering Committee. These currently guide how New Feeling operates but still need to be approved at AGM.

Our Mission and Values

1.1 Our Mission

New Feeling is a multi-stakeholder cooperative of Canadian music journalists and community members enthusiastically covering the sounds and stories of music across the country/occupied Indigenous lands that constitute Canada. New Feeling intends to provide a platform for writers to own the work they produce, and maintain control over the direction the platform takes.

1.2 Our Values

New Feeling is committed to providing a supportive platform where Canadian music writers and community can feel at home, learn from one another, and uplift each other. These values guide cooperative-wide decision making, as well as individual and collective behaviour, and are invoked throughout the processes outlined in New Feeling’s Bylaws.

Our values are grouped into five overarching pillars: redistributing power, transparency, community, accountability, and care. Each pillar is defined, and examples of what the co-op is currently doing in support of those pillars are provided. These values are meant to be iteratively built upon as the cooperative grows.

REDISTRIBUTE POWER

What we mean:

The multi-stakeholder cooperative model affords us the ability to own the work that we produce, allowing us to share power and control equally among creators.

As owners of our own cooperative, we forge our own paths and only answer to ourselves and our community, giving us a novel opportunity to think about power, who has it, and how it can be shared equitably.

We are cognizant that our model cannot completely address informal power structures present among group members. Members hold varying lived experiences that cannot be ignored. However, we hope that naming and defining power – formal and informal – can help to expose and remedy underlying dynamics.

Examples:

  • Utilizing a democratic ownership and decision making through a cooperative model, including Annual General Meetings;

  • Organizing ourselves through a horizontal structure and rotating out of elected leadership roles quarterly;

  • Sharing resources, knowledge and opportunities with one another across levels of experience;

  • Supporting power redistribution through the development of a cooperative membership structure that allows for community decision making;

  • Providing mentorship opportunities and workshops.

TRANSPARENCY

What we mean:

Being open and honest about how we operate at every level, whether it’s our values, how we make decisions, who’s making them, or how much someone was compensated for that work. We are striving to make sure that information is easily accessible to not only our membership but the public.

We acknowledge that transparency is an active process and requires us to commit to managing feedback and dialogue in a responsible way.

Examples:

  • Sharing updates about the cooperative and its development through our social media and our editorial content;

  • Opening board membership to each membership class;

  • Offering avenues for feedback through our social media and on our website’s ‘Get in Touch’ page;

  • Developing methods by which comments and concerns can be made publicly available;

  • Discussing comments and concerns at AGMs and Board Meetings.

COMMUNITY

What we mean:

Seeing our struggle as writers as a part of a broader class-based movement. As a cooperative, New Feeling might be trying to work outside of the dominant structures of the global media landscape – but that doesn’t mean we think we’re an island. We recognize that we are just one part of a larger interconnected system, and that we will not succeed in our mission until everyone’s needs are met.

Importantly, New Feeling envisions its membership to grow to include musicians, community members, and writers alike to create links between projects, initiatives, and perspectives within and beyond music media.

Examples:

  • Pursuing writing that can help uplift or shine a light on causes that resonate within the world of music but also beyond it;

  • Covering the Canadian music scene with the intention of promoting its sustainability and building connections within it across styles and sounds;

  • Amplifying causes through our social media;

  • Forging relationships with like-minded organizations;

  • Providing or amplifying political education / consciousness opportunities through membership events and social media.

ACCOUNTABILITY

What we mean:

Accountability is built into each of the values listed above in that they seek to broadly establish New Feeling’s responsibility for its actions as an organization. New Feeling will, as reflected in our bylaws, incorporate self-reflection into its processes and procedures. It considers every opportunity as one to grow and learn from and sees itself accountable to both its membership and the wider Canadian music community.

Examples:

  • Formed an external Steering Committee to advise on the development of all foundational documents and processes;

  • Promoting transparency in its actions, including the creation of avenues for feedback from the public;

  • Built self-reflection into our editorial processes, with monthly periods of reflection after publishing an issue and critical thinking guides;

  • Creating a Board of Directors that will meet to assess whether New Feeling is meeting its goals as a cooperative.

CARE

What we mean:

Choosing to organize collectively is a way for us to resist the status quo imposed by both technology and our industry – dividing and isolating writers and the music community at large through precarity and competition. For us, care is an essential component of that resistance, and is a direct result of recognizing our own interdependence.

Member-to-member care encompasses seeing to the emotional wellbeing of others, mobilizing collectively to share power and resources, as well as the thoughtful, deliberate and sensitive way we aim to approach our storytelling. It is a key component to our ability to effectively build a democratic organization and community.

Examples:

  • Created a conflict resolution policy;

  • Developed a member code of conduct;

  • Developing a buddy system to connect and allow for sharing care labour amongst organizing members;

  • Appointing an organizing member with the role of “public editor,” to liaise between our Care and Editorial working groups.

Membership

2.1 Member Classes

2.1.2 Organizing Members

The founders of New Feeling as well as individuals who join the cooperative to become involved in its operational, organizational, and editorial working groups.

2.1.3 Writer Members

Individuals looking to join the cooperative to support their practice as music writers. Writer members must work towards writing 2+ pieces for New Feeling in a calendar year (inclusive of reviews). Importantly, writer members will not receive ‘first dibs’ on pitches.

Writer members are both interested in supporting New Feeling’s growth and benefitting from the resources of mutual support and writers activities that the cooperative will provide. The Membership Working Group will be responsible for coordinating these activities and working with writer members to facilitate their contributions to New Feeling’s editorial arm.

Note: New Feeling’s editorial arm will be held to a written commitment articulating how it will prioritize equity in accepting pitches and providing opportunities to marginalized writers. The cooperative is also discussing how to integrate the role of a “public editor” to help keep the editorial team accountable to this specific mandate.

2.1.4 Community Members

Individuals that either:

i) seek to join the cooperative in order to exercise their voting power through co-ownership and help steer New Feeling’s direction, but are not currently interested in becoming an organizing or writer member;

ii) seek to support the cooperative monetarily as a patron, through the payment of dues.

2.1.5 Advisory Members

Individuals with significant experience in the music, writing, or other relevant industries that are in a position to support New Feeling at a higher monetary threshold. This group would also have an opportunity to provide their knowledge and network to support other cooperative members and classes to help further New Feeling’s community of support (e.g. through voluntary inclusion on a list of people that can be consulted for advice, etc).

2.2 Becoming a Community, Writer, or Advisory Member

Individuals interested in becoming a Community, Writer, or Advisory Class member do so through New Feeling’s Membership Registration page. Through this sign-up page, prospective members can indicate their preferred membership class and will be asked for required and non-required information for operational purposes.

This intake process also functions as an opportunity for prospective members to agree to the New Feeling Code of Conduct (see below).

2.2.1 Onboarding a Community Member

Upon becoming a Community Member, an individual would receive a welcome email (1) confirming their membership, (2) reiterating the role and benefits of Community Members, and (3) providing information further to their membership, including a link to the proposed membership bylaws, dates of any upcoming meetings, and contact information for the Membership team lead.

2.2.2 Onboarding a Writer Member

Upon becoming a Writer Member, an individual would receive an email confirming their membership, (2) reiterating the role and benefits of Writer Members, and (3) providing information further to their membership, including a link to the proposed membership bylaws, dates of any upcoming meetings and Writer Member sessions, and contact information for the Membership team lead.

Writer Members will also be required to join a monthly or bi-monthly offered onboarding session. At this session, Writer Members would become familiarized with New Feeling’s editorial process and standards and learn more about their role in the organization.

2.3 Becoming an Organizing Member

Individuals interested in becoming Organizing Members will be assessed on a rolling basis based on organizational need. Organizing members must fill out our Expression of Interest. Current Organizing Members will assess the applicability of the expression of interest to our mandate and goals (e.g. equity, the redistribution of power, etc).

2.3.1 Onboarding an Organizing Member

Organizing Members will be required to attend an onboarding session with members of New Feeling’s Organizing Membership. At this session, new Organizing Members will become familiarized with New Feeling’s organizational processes, their responsibilities as organizing members, and discuss how they are best positioned to contribute to the cooperative.

2.4 Membership Dues

Membership will be consistent with the payment of monthly dues except in instances of hardship (see 2.4.2).

2.4.1 Membership Dues Scheme

Cooperatives operate under ownership structures that involve the payment of ‘member dues/fees.’ These payments are motivated by collective ownership and the eventual sharing of capital across all members/owners. More informally, the collection of dues can invoke a shared responsibility over the project and help build momentum around the size and capacity of New Feeling.

Dues cover both the membership share (i.e. one person one vote) of the co-op as well as supporting the operations of the co-op itself. This is our primary source of revenue.

Outlined in our 2021 financial strategy, our membership dues would be set at $6 monthly. Members at any tier would "subscribe" to the co-op through our website/subscription portal.

2.4.2 Sliding Scale Member Dues

New Feeling is highly aware that membership fees can present issues of accessibility and has implemented a hardship exemption wherein members who are unable to pay can request an exemption from paying dues over a three month period.

While all members are responsible for opting into this structure, Organizing and Writer member/owners contribute their labour to either the daily operation of the cooperative or its editorial publishing cycle and therefore would be eligible to join with the exemption in place from the outset.

Community and Advisory member/owners join the cooperative to support its efforts monetarily through patronage, and therefore would only have the ability to claim hardship only after they've been recurring subscribers/members to the co-op for three months.

2.5 Suspending Membership

If a member is no longer interested in being a member of New Feeling, they can pause or stop their payment of monthly dues to the cooperative.

Paying dues and keeping an active subscription to the co-op ensures membership, including all the rights detailed in these bylaws, in the co-op. Should membership dues lapse - independent of application for New Feeling’s Hardship Exemption - then said member surrenders their ownership share (valued at $1) in the cooperative immediately, as well as any titles or responsibilities performed with the co-op (i.e. a seat on the board).

If a member is believed to contravene New Feeling’s Code of Conduct, organizing members, and in particular, the Membership working group, will review the conduct in question and determine whether the conduct in question is grounds for a suspension of membership.

Voting Rights and Decision Making Structure

3.1 Voting Rights

Each member, irrespective of their membership class, will be afforded one vote. Voting will primarily be undertaken at New Feeling’s Annual General Meetings (AGM). To vote at an AGM, members must be paying dues concurrently with the month the meeting falls in (in other words, an individual who paid dues at one point in the year but no longer does will not be able to vote in an AGM).

3.2 Meetings

3.2.1 Annual General Meetings

New Feeling will hold an Annual General Meeting to review bylaws, discuss forward direction, and raise any other issues of community importance (see Section 3.4.1).

3.2.2 Member Meetings

New Feeling will be able to call Member Meetings on an as needed basis in order to (1) keep members informed of important updates, (2) hear from members outside of the AGM cycle, and/or (3) vote on decisions outside of the AGM cycle.

Member Meetings may pertain to any level of membership class (i.e. a ‘Writer Member’ meeting) where needed. However, only meetings including every level of membership will include items for vote.

By principle, New Feeling will strive to hold as few Member Meetings as possible in order to respect the time and schedules of members.

3.2.3 Calling Meetings/Meeting Notice

A minimum of one week notice must be provided in advance of Annual General Meetings or Member Meetings, although the Organizing Membership will strive to give more ample notice for any meetings convened.

Meetings must be called by the Organizing Membership. Notice of meetings will be delivered by the New Feeling’s official email and sent to the entire membership. Notice of meetings will also be circulated through other communication channels (e.g. Discord, Twitter).

3.2.4 Meeting Venue

All meetings will take place virtually. A link to the platform will be circulated in advance of the meeting. New Feeling will offer technical walkthroughs of the platform for ease of accessibility.

3.3 Meeting Procedure

3.3.1 - Meeting Leadership

Any meeting wherein the membership is convened and items are put to a vote will be chaired by a member of New Feeling’s Organizing Membership. This individual will act only as a facilitator of the meeting, although their vote will count in the 1 member 1 vote calculus.

3.3.2 Quorum

Meetings will be able to proceed if attendance meets quorum. To meet quorum, at least 15% of New Feeling Membership must be present.

3.3.3 Submitting Motions for Discussion

Previous to the meeting, a link will be circulated providing an opportunity for members to submit motions for discussion. Motions must be submitted by 11:59 pm the day before the meeting is held. All motions for discussion will be announced at the opening of the meeting.

For each of the motions to be brought forward, another member must second the motion by raising their hand. If the motion is seconded it will be added to the agenda for discussion. If the motion is not seconded it will not be considered for discussion.

3.3.4 Voting Items

Some of the motions for discussion may be characterized as voting items. During the meeting, a member can raise a motion to vote on an item for discussion.

3.3.5 Voting Procedure

Voting will be done through the meeting software and will be made anonymous. All attendees will be asked to vote.

3.3.6 Vote Ratification

For a vote to be considered successful, 51% of membership must vote towards the item. Whichever direction the majority leans towards will direct the vote’s implication.

3.3.7 Soliciting and Promotion

New Feeling’s AGMs and Member Meetings are not avenues by which members should solicit work or the services of others, or to promote their own causes, unless explicitly requested (e.g. an agenda item offering a roundtable on mutual aid actions members may be a part of and wish to draw attention to). Members accept that other participants in the meeting expect to discuss official New Feeling business and wish to respect their time and privacy during AGMs and Member Meetings. Opportunities for networking will be made available through other New Feeling activities.

3.4 Decision Making Structure

3.4.1 - Community Membership Purview

Community members, and by extension, the entire cooperative, will have a 1 person 1 vote say over matters affecting the ‘community’. This includes but is not limited to:

  • Issues that would affect the general membership (e.g. membership bylaws, due increases)

  • Decisions regarding community partnerships (e.g. determining where the membership is comfortable with NF working with external community organizations)

  • Issues that could alter the original character of the cooperative and potentially affect the cooperative’s mandate in supporting and elevating Canada’s musicians and writers (e.g. a decision to broadly begin advertising, etc).

3.4.2 - Board Membership Purview

Board members will meet every four months to review New Feeling’s activity to:

  • Assess whether New Feeling is operating in alignment with its vision, goals, and mandate (as coordinated by the Organization/The Board working group);

  • Review any issues raised by members for overview by the Board through anonymous reporting mechanisms;

  • Work with Organizing Members to support the cooperative’s forward planning (financial, editorial, etc).

There may be rare cases where the Board must convene to help New Feeling troubleshoot and problem solve unforeseen circumstances as they arise. In these cases, the Board will help advise organizing members on a path forward, and recommendations may be put to a vote. By principle, New Feeling will strive to hold as few such meetings as possible in order to respect the time and schedules of Board Members.

3.4.3 - Organizing Members Purview

Organizing members will have an exclusive say over matters affecting the cooperative’s operational practices - see ‘Operating Procedures - 6.1’ below. in our bylaws, these will be referred to as ‘Operating Rules’.

For the same reasons stated above, organizing members will also have an exclusive say over editorial decisions. However, unlike operational practices, editorial decisions will need to be made in acknowledgement of the input received from the wider membership at the AGM and other required meetings (e.g. opportunities where members may express a need to focus on a new angle in order to be more representative of musicians, writers, and the audience).

Ownership

4.1 Collective Ownership

New Feeling is 100% owned, controlled, and governed by its organizing, community, writer, and advisory members.

Paying dues and keeping an active subscription to the co-op ensures membership, including all the rights detailed in these bylaws, in the co-op. When a member pays dues, they become a shareholder of New Feeling, and the share is worth $1. With their share, a member receives the right to one vote relative to the cooperative as a whole. Members cannot hold more than one share.

An owner/member cannot transfer their ownership share to other people, through sale of the share or any other means.

New Feeling's share structure is proportional to member class. Each member class (organizer, writer, community, advisory) controls a fixed percentage of the co-op regardless of how many members there are in each class. Organizing members control 60%, while Writer members control 20%, and Community members and Advisory members control 10% each. This dynamic parallels the distribution of surplus dividends as described in section 8.2.

4.2 Intellectual Property Ownership

Editorial content written for New Feeling is owned by the authors of that content. If New Feeling were to reprint older content, i.e. in a print run of previously published writing, the co-op would require permission from the writer, and work to negotiate an appropriate fee based on the co-op’s current per-word rate for editorial work.

4.2.1 Reprinting

New Feeling requires notification of reprints of work originally displayed through the magazine and asks that all reprints include a note listing New Feeling as the original place of publication. This includes reworks of original content originally published in New Feeling.

Board of Directors

5.1 Mandate

New Feeling’s Board of Directors will act as a forum to discuss New Feeling’s mandate reflectively and proactively:

  • Retroactively reflect on how and whether New Feeling is meeting its vision and mandate.

  • Proactively discuss how New Feeling can proceed to better meet its vision and mandate.

  • Provide a forum to troubleshoot and discuss important issues as they arise.

These discussions will be made available to New Feeling’s General Membership; relevant items will form, in part, Agendas for Discussion at Member Meetings and Annual General Meetings.

5.2 Elections

The Board of Directors will be elected at New Feeling’s Annual General Meeting.

Individuals interested in becoming Board Members will self-nominate for election prior to the Annual General Meeting. Prior to the AGM, candidates will be asked to provide a description of their experience, what they would bring to the role, and why they are interested in joining the Board.

At the Annual General Meeting, New Feeling’s Organizing Membership will vote to elect each Board member in accordance with the number of seats up for nomination. Each self-nominated party will be expected to speak on what they bring to the role and explain their interest in joining the Board. Each candidate will require an affirmative vote by 51% of present membership (at a quorum of 15%) to be elected, and the candidates with the most votes per member type will be elected.

5.3 Seats

5.4 Board Membership

5.4.1 Board Membership Terms

Board Members will be elected for a two or three year term, depending on board role.

5.4.2 Board Membership Changes

Individuals who no longer wish to serve on New Feeling’s Board of Directors are asked to submit a formal resignation.

5.4.3 New Board Members

When a Board Member’s term ends or when a Board Member formally resigns, New Feeling will initiate the process of soliciting a new Board Member from the General Membership, and, if needed, a wider search. This individual will need to be elected by the General Membership at a Member Meeting or Annual General Meeting (in line with the procedures outlined above).

5.4.4 Board Duties

Board Members will be required to sign a Board Agreement upon election that ties them to the number of meetings they must attend and their adherence to their duties as a Board Member. If the Organizing Membership determines an individual member has not attended a sufficient number of meetings or is not sufficiently carrying out their duties, they will work with the member to come to a resolution or will ask the board member to step aside.

5.5 Specific Board Positions

5.5.1 Elections

A Board Chair, Secretary, and Treasurer will be elected at the first Board Meeting. A meeting quorum of 51% would be required. The individual with the highest amount of votes would be elected.

5.5.2 Duties - Board Chair

The Board Chair is primarily responsible for liaising with New Feeling’s Organizing Membership to:

  • Coordinate Board Meeting date and times;

  • Set each Board Meeting’s agenda;

  • Facilitate Board Meeting discussion

5.5.3 Duties - Secretary

The Secretary is primarily responsible for:

  • Maintaining records of the Board (e.g. meeting minutes).

  • Distributing records in a timely manner

  • Is sufficiently familiar with the cooperative’s foundational documents, pointing to them when necessary during Board proceedings.

5.6 Board Meetings

A minimum of one week notice must be provided in advance of Board Meetings, although the Organizing Membership will strive to give more ample notice for any meetings convened.

Board Meetings must be called by the Organizing Membership. Notice of meetings will be delivered by the New Feeling’s official email and sent to the entire Board.

5.6.1 Meeting Venue

All meetings will take place virtually. A link to the platform will be circulated in advance of the meeting. New Feeling will offer technical walkthroughs of the platform for ease of accessibility.

5.6.2 Submitting Motions for Discussion

Previous to the meeting, a link will be circulated providing an opportunity for Board members to submit motions for discussion. Motions must be submitted by 11:59 pm the day before the meeting is held. All motions for discussion will be announced at the opening of the meeting.

For each of the motions to be brought forward, another Board member must second the motion by raising their hand. If the motion is seconded it will be added to the agenda for discussion. If the motion is not seconded it will not be considered for discussion.

5.6.3 Voting Items

Some of the motions for discussion may be characterized as voting items. During the meeting, a Board member can raise a motion to vote on an item for discussion.

5.6.4 Voting Procedure

Voting will be done through the meeting software and will be made anonymous. All attendees will be asked to vote.

5.6.5 Vote Ratification

For a vote to be considered successful, 51% of Board membership must vote towards the item. Whichever direction the majority leans towards will direct the vote’s implication.

Operations

6.1 Operating Procedures

New Feeling’s Organizing Members are entitled to set operating procedures related to the daily workings of the cooperative (e.g. setting and running Organizing Member meetings, updating the website, etc). Operating procedures require fluidity in order to promote the effective functioning of the organization and would not require the cooperative-wide voting required to change the text of bylaws. Operating procedures can be found in New Feeling’s Business Plan.

Bylaws

7.1 Adopting Bylaws

Bylaws will be voted on at New Feeling’s Annual General Meeting. Bylaws will be circulated prior to the meeting and voted on for adoption through the meeting software.

To be adopted, 2/3 of present membership (at a quorum of 15%) must accept the bylaws.

7.2 Changing Bylaws

Bylaws can be changed at New Feeling’s Annual General Meetings or at Membership Meetings. To be changed, 2/3 of present membership (at a quorum of 15%) must accept the bylaws.

Finances

8.1 Member Due or Grant Proceeds

Member dues and grant contributions will be collected directly into New Feeling’s banking account managed by Organizing Members.

Under no circumstances will Organizing Members use the funds collected through membership dues or grants on finances unrelated to the cooperative and its membership. This includes the ability to direct funds to charitable causes under co-op wide fundraising efforts.

New Feeling’s financial proceeds can only be used for the following activities:

  • Paying incorporation fees and any fees associated with the cooperative as such under the law;

  • Paying writers for their contributions to New Feeling’s magazine;

  • Paying for member benefit opportunities (e.g. workshops, classes, materials)

  • Paying for the cooperative and cooperative’s technical and organizational needs, including website development

  • Using these proceeds for matters under 8.2 Surplus Dividends (below)

8.1.2 Spending Protocol

All payments made using the New Feeling banking account (and through funds collected through the co-op) must have a corresponding receipt. The receipt will be uploaded to New Feeling’s records and will require the digital signatures of two additional organizing members, who will verify the validity of the expense.

8.2 Surplus Dividends

Once a year, a formal accounting determines the cooperative’s income and expenses. Income remaining after deducting all expenses (net margin) is then distributed in proportion to patronage.

A surplus can either be redistributed to the co-op’s members, reinvested into the co-op, or redistributed within the community based on a member vote. In the case of redistribution, donations to community organizations can be voted on at Annual General Meetings.

If funds would be distributed amongst the co-op’s membership, the percentage distributed would correspond to the respective member's stakeholder group, i.e. Organizing members get 60%, while Writer members get 20%, and Community members and Advisory members get 10% each. These percentages also correspond to each stakeholder group’s control over the co-op.

8.1.1 Time Bank

A time bank is an alternative (micro)financial system wherein time itself is a currency. 1 hour of service = 1 credit. Organizing members can log the hours they spend doing the work necessary to run operations.

When the monthly income is enough to cover operations, additional funds can be directed to pay off organizing members’ credits as identified by the tracking system. The payments would have to happen systematically and fairly, so each member with unpaid credit in the tracking system would be paid at the same time (i.e. so if Member1 had 2 hours of unpaid credits, Member 2 had 3 hours of unpaid credits, and Member 3 had 4 hours of unpaid credits, and the co-op only had the means to reimburse them for 6 hours, each member would be reimbursed for 2 hours.)

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