The NewsGuild-CWA Constitution

ARTICLE I Name and Object

SECTION 1. This body shall be known as The NewsGuild Sector of the Communications Workers of America, AFL-CIO, CLC (“the Guild” or “TNG-CWA”). [PDF]

SECTION 2. The purpose of the Guild shall be to advance the economic interests and to improve the working conditions of its members; to guarantee, as far as it is able, equal employment and advancement opportunity in the industry and constant honesty in news, editorials, advertising, and business practices; to raise the standards of journalism and ethics of the industry; to foster friendly cooperation with all other workers; and to promote industrial unionism in the jurisdiction of the Guild.

ARTICLE II Eligibility

SECTION 1. Non Discrimination

Guild membership shall be open to every eligible person without discrimination or penalty, nor shall any member be barred from membership or penalized, by reason of age, sex, race, creed, color, national origin, religious or political conviction or activities, marital or parental status, family relationship, sexual or affectional orientation, gender identity, irrelevant mental or physical handicaps or anything he or she writes for publication.

SECTION 2. Jurisdiction

(a) The jurisdiction of the Guild for purposes of determining eligibility of members shall be:

(1) The advertising, business, circulation, editorial, maintenance, promotion and related departments of (1) news or news feature publications, (2) enterprises supplying such material or service to publications or distributors which pay for this service, (3) radio companies, television broadcasting companies, on-line services and book publishing companies and any other media enterprises in the United States, its Territories and Possessions, in Canada and in the Commonwealth of Puerto Rico;

(2) Interpretation, translation and other language services in the public and private sector;

(3) The informational and publication activities of a governmental agency, bureau or department;

(4) Such other departments, activities or functions of any other enterprise the organizing of which is deemed by the TNG-CWA Executive Council (“E.C.”) to be in the best interests of TNG-CWA.

1 (b) No Local shall enter into any agreement or understanding with an employer or union determining jurisdiction, without prior approval in writing of the E.C. or CWA/SCA Canada Executive.

SECTION 3. The following shall be admitted to Guild membership:

(a) Persons gainfully employed within the jurisdiction of the Guild. Admission to the Guild under paragraph (b) of Section 2 shall be allowed only to a unit of employees employed within that branch of the jurisdiction by special permission of the E.C., which if granted shall be extended to the entire unit and membership therein, present and prospective.

(b) Persons working full-time for the Guild, its Councils, Locals, or any other agencies which the Guild may establish.

( c) Persons who perform work as defined in Article II, Section 2, but who do not have collective bargaining rights, or who work on an independent contractor basis, or who are otherwise outside of a traditional employment relationship. Provided, further that:

1. Membership eligibility is dependent upon the Local’s creation of an appropriate unit for such individuals, or upon the creation of a new local union by the TNG Executive Council, as approved by the CWA Executive Board. Where the TNG Executive Council acts to create a new local union, it shall give 60 days’ advance written notice to all affected local unions, who may file written objection or make a claim, in writing, for such members. The Executive Council shall resolve all local objections in the best interests of TNG-CWA. All conflicts between locals shall be resolved in the best interests of TNG-CWA in accordance with the procedures set out in Article XI, Section 18; and

2. The Local shall have the right to decline membership to any such individual who is actively serving against the interests of the Local, the Guild or CWA. The Local’s determination of ineligibility shall be subject to appeal in accordance with the procedures set out in Article II, Section 8;

3. Locals may adopt reasonable bylaw provisions membership that are not inconsistent with this Constitution

regarding

eligibility for

SECTION 4. The following shall be eligible to retain their Guild membership, subject to the provisions made applicable to them in the Constitution:

(a) Members who enter the armed forces or any official auxiliary thereof of the United States or Canada or any allied or associated power, or who are drafted as conscientious objectors under the law of said nations into compulsory alternate civilian service, during time of war or national emergency. The E.C. shall determine the existence of war or national emergency, and may extend the provisions of this section to any such member who is for special reasons retained in service past the time of war or national emergency.

2 (b) Members entering any government employment affected with the national interest during any leave of absence granted by their employers for that purpose.

(c) Members granted leave of absence by their employers.

(d) Members who take employment in another bona fide union or in any other organization with which the Guild is affiliated.

(e) Members who accept full-time paid office or other full-time employment within the Guild.

(f) Members who have become unemployed may retain their membership for one year.

(g) Members determined by the E.C. to have suffered unemployment as a penalty or reprisal for activity on behalf of the Guild.

(h) Members who assume public office, elective or appointive, may in the discretion of their Locals and subject to Section 8 of this Article continue in membership.

(i) Guild members who have retired and who are not otherwise eligible.

SECTION 5. Students working on college newspapers, journalism teachers, college students preparing for journalism as a career, and others who are not otherwise eligible under Sections 3 and 4 and who derive a substantial portion of their income from gathering, editing, or creating information shall be eligible for associate membership.

SECTION 6. Persons whose endeavors have significantly advanced the purposes of TNG-CWA, or exemplified the ideals of TNG-CWA and the labor movement, shall be eligible for honorary membership by action of the E.C.

SECTION 7. No persons actively serving the interest of employers or another labor organization as against the interests of the Guild or CWA shall be eligible for membership.

SECTION 8. The facts of eligibility under the Constitution shall be determined by the Local in which they arise (except as provided by Sections 4 (g) and 6 of this Article II), and shall be subject to appeal to the E.C. by the person concerned or by any aggrieved member, and thereafter pursuant to the CWA Constitution, to the CWA Executive Board and to the CWA Convention by the Local, the person concerned, or any member. Locals may adopt reasonable bylaw provisions regarding eligibility for membership that are not inconsistent with this Constitution.

ARTICLE III Definitions

SECTION 1. The term Branch shall apply to any membership division of TNG-CWA. The term Shop shall apply jointly to all the departments of any one news publication or to all the departments of any one bureau or office maintained by any one wire service, syndicate, photo agency, news ticker service, on-line service, or radio news service in which there are employees eligible for Guild membership. The term Unit shall apply to the organization of all Guild members employed in one Shop or Shops as provided by Article XI, Section 16. The term Local shall apply to a Local Guild. The term Governing Body applies to the Executive Committee of Locals. The term Representative Assembly applies to a body of delegates elected by local membership, in such units or membership divisions as local by-laws may prescribe, to represent and exercise the authority of the membership.

SECTION 2. The following abbreviations when used in the Constitution of TNG-CWA shall have the annexed meaning:

1. TNG-CWA – The NewsGuild Sector of the Communications Workers of America, AFL-CIO, CLC.

2. E.C. – TNG-CWA Executive Council.

ARTICLE IV Structure of TNG-CWA and CWA/SCA Canada

SECTION 1. The Guild shall operate as a Sector of CWA. Its affairs shall be governed by the terms of the Agreement for Affiliation and Merger between The Newspaper Guild, AFL-CIO, CLC and the Communications Workers of America, AFL-CIO, CLC (hereinafter referred to as the “Merger Agreement” and appended to this Constitution) or, on matters not addressed by the Merger Agreement, by the CWA Constitution and by this Constitution. The membership of TNG-CWA shall function through local Guilds. All local Guilds shall automatically become local unions of the CWA. A Local shall consist of the members within a city or specified area, organized under a charter granted by the former TNG or CWA. On matters not governed by the Merger Agreement or CWA Constitution, the Sector Conference, composed of delegates of Locals, shall be the supreme authority of TNG-CWA, except as the membership overrides an act of the Sector Conference by subsequent referendum. Between Sector Conferences, the affairs of TNG-CWA shall be administered by the E.C.

SECTION 2. (a) CWA/SCA Canada (formerly called TNG Canada) has constitutional jurisdiction within Canada over all of its constituent Locals under the terms of the Memorandum of Understanding (2006) with the CWA, creating a Canadian Region within the CWA.

4 (b) TNG Locals in Canada as of Jan. 1, 2007, and media Locals of CWA/SCA Canada organized in the future shall also be Locals of TNG-CWA. CWA/SCA Canada will continue to function as an autonomous body within TNG/CWA with regards to these locals.

(c) Locals outside the media sector under the jurisdiction of CWA/SCA Canada organized after Jan. 1, 2007, shall not be Locals of TNG-CWA, unless the governing councils of CWA/SCA Canada and TNG-CWA so agree.

(d) The affairs of CWA/SCA Canada shall be governed by the Merger Agreement of 1997, the CWA Constitution, this Constitution, the Memorandum of Understanding (2006) and the By-laws of CWA/SCA Canada.

(e) CWA/SCA Canada shall work with TNG/CWA to ensure all Canadian locals are in compliance with all their constitutional requirements and obligations to CWA, TNGCWA and the Sector Executive Council.

SECTION 3. Units shall be formed within the Locals to the extent and for the purposes hereinafter provided.

SECTION 4. Two or more Locals may form Districts in the manner provided for purposes specified by this Constitution.

SECTION 5. Voting by proxy shall not be permitted in TNG-CWA or any of its Branches except as provided for in Article XXIV of the CWA Constitution.

SECTION 6. Majority rule shall prevail throughout TNG-CWA, and in no case shall more than a majority of votes be required to decide an issue, except as otherwise specifically provided in the CWA Constitution.

SECTION 7. Where practicable and where it would not adversely affect the over-all organizing policies and objectives of TNG-CWA or CWA, the E.C. shall give all affected Locals 15 days’ notice prior to reassigning an existing Unit to another Local or extending one Local’s jurisdiction into another Local’s area. In the case of Canadian locals, this can be done only upon the effective recommendation of the President of CWA/SCA Canada. Any decision by the E.C. may be appealed to the CWA Convention or CWA Executive Board in accordance with Article 13, Section 3 of the CWA Constitution.

ARTICLE V Sector Conferences and CWA Conventions

SECTION 1. (a) TNG-CWA shall hold its Sector Conference prior to the CWA Convention.

5 (b) In election years, the Sector Conference shall be held at least 60 days prior to the CWA Convention at a place selected in advance by the E.C.

(c) The TNG-CWA Sector Conference shall set policy for the Sector. The Sector Conference may adopt rules, conduct Sector business, pass resolutions, adopt a Sector budget, amend the TNG-CWA Constitution and nominate Sector officers in accordance with TNG-CWA’s Constitution.

(d) Delegates elected to serve as delegates to the CWA Convention shall also serve as delegates to the TNG-CWA Sector Conference. Local Unions may elect additional delegates to the Sector Conference pursuant to Article VII, Sections 2 and 3, of the TNGCWA Constitution, provided that the combined number of Sector Conference delegates does not exceed the total number of delegates permitted under Article VII, Sections 2 and 3, of the TNG-CWA Constitution.

ARTICLE VI Delegates to CWA Convention

SECTION 1. TNG-CWA Locals shall elect delegates to the CWA Convention in accordance with the CWA Constitution.

ARTICLE VII Delegates to Sector Conference

SECTION 1. At least 30 days’ notice shall be given of all Sector Conferences.

SECTION 2. (a) To be entitled to voice and vote in any regular Sector Conference, a local union must have paid its per capita to TNG-CWA for the periods up to and including the 3rd month, preceding the Sector Conference month.

(b) In the Sector Conference, each Local eligible under Section 2(a) above, shall be entitled to at least one vote. In addition, each Local shall have one vote for the first 50 average monthly per capita payments for members in good standing or major fraction thereof; one vote for the second 50 average monthly per capita payments for members in good standing or major fraction thereof; and, thereafter, one vote for each 100 additional average monthly per capita payments for members in good standing or major fraction thereof. Each Local shall be entitled to as many delegates as it has votes, but in any event shall be entitled to cast its full quota of votes. Each Local shall also be entitled to elect alternate delegates.

(c) Representation at a Sector Conference shall be based on the average of the monthly per capita payments for members in good standing received by CWA from the Local for the 12 months ending the 5 th month preceding that in which the Sector Conference begins its session. Locals within CWA/SCA Canada shall be subject to the same

6 requirement except that the record-keeping and documenting of per caps shall be the responsibility of CWA/SCA Canada.

(d) Any difference between representation claims of a Local and the records of the Secretary-Treasurer of CWA (or in the case of Canadian locals, the records of CWA/SCA Canada) shall be submitted to the Credentials Committee at the Sector Conference for report to and decision by the Sector Conference.

(e) An itemized statement of the basis on which representation and the number of votes of each Local were determined, shall be available to the Sector Conference.

SECTION 3. A delegate and an alternate delegate must be a Guild member in good standing of the Local which designates him or her.

SECTION 4. A Local which has been chartered less than 30 days prior to the opening of the Sector Conference may send delegates, who shall have the right to speak but not to vote at the Sector Conference.

SECTION 5. A Credentials Committee shall be appointed by the E.C. to examine the credentials of delegates and alternates prior to the opening of the Sector Conference, and shall include delegates of at least seven Locals. Appeals from its decisions shall lie to the floor of the Sector Conference. The Sector Conference shall not be constituted for action until the Credentials Committee shall have examined and reported on the scheduled time of opening.

SECTION 6. TNG-CWA shall furnish standard credential forms in duplicate to Locals for delegates and alternates. Fifteen days in advance of the Sector Conference each Local shall forward to Sector headquarters one copy of the credential for each delegate and alternate and at the Sector Conference each delegate or alternate shall present credentials to the Credentials Committee properly filled out and signed by at least two officers of the Local he or she represents. In lieu of paper credentials, the Sector Executive Council may establish a secure electronic credentialing system.

SECTION 7. The Credentials Committee shall register delegates and alternate delegates separately. Except for the privilege to speak but not vote in the Sector Conference committee of which he or she is a member, an alternate delegate shall not be permitted to act as a delegate in any way, unless the Credentials Committee has registered him or her as a delegate in place of a delegate whose name the Credentials Committee has stricken from the register of delegates on account of his or her resignation, incapacity to continue to function as delegate, or other sufficient reason, and has reported the substitution to the Sector Conference. The Credentials Committee shall not so register an alternate as a delegate unless the Local which he or she will represent certifies to the Credentials Committee that the expense of the alternate delegate is borne by the Local. Upon reregistering of the delegate for whom he or she was substituted the alternate shall revert to his or her original status.

7 SECTION 8. The rules adopted at the preceding Sector Conference shall be in force until new rules have been adopted.

SECTION 9. Registration fees for Sector Conference will be established by the Sector Executive Council as early as possible, but no later than six months prior to the meeting.

SECTION 10. The expenses of delegates shall be borne by the Locals, and may be limited by them. This shall not apply to members of the E.C. who are elected delegates by their Locals.

SECTION 11. The Executive Vice President shall cause a record of all motions, votes and formal action taken by the Sector Conference to be made and shall distribute that record to all locals and to all delegates in attendance within four months after adjournment. An audio recording of the Conference proceedings shall be maintained.

SECTION 12. Special Sector Conferences may be called by the E.C., or by a referendum vote of the membership. In case of a Sector Conference called by referendum vote notices shall be placed in the mails within 10 days of the tabulation of the vote and shall be called upon the request of twenty percent (20%) of the Locals representing twenty percent (20%) of the membership of the Guild.

ARTICLE VIII Allocation of Delegates as between CWA Convention and Sector Conference

SECTION 1. Election procedures shall be as set forth in Article XI Section 6 of this Constitution.

SECTION 2. In advance of each Sector Conference and CWA Convention, each Local shall be notified of the number of delegates the Local is entitled to under Articles VI and VII of this Constitution.

SECTION 3. Since the formula set forth in Article VII for the election of delegates to the Sector Conference yields more delegates than the formula for the election of delegates to the CWA Convention, each Local shall elect its delegates in accordance with Article VII.

(a) Locals may nominate delegates to the CWA Convention and Sector Conference jointly or separately, consistent with Article V Section 1(d).

(b) If delegates are nominated jointly, the delegates receiving the highest numbers of votes, commensurate with the number of delegates to which the Local is entitled under Article VI, shall be delegates to both the Sector Conference and the CWA Convention. The remaining elected delegates commensurate with the number to which the Local is entitled under Article VII shall be delegates to the Sector Conference.

8 (c) If delegates are nominated jointly and the nominees are equal to the number of delegates to which the Local in entitled under Article VII, a vote shall be conducted to determine which delegates shall also attend the CWA Convention.

(d) If delegates are nominated jointly, the election ballot shall notify members that they are voting for delegates to both the CWA Convention and the Sector Conference in the manner set forth above.

ARTICLE IX TNG-CWA Executive Council

SECTION 1. The E.C. shall consist of the Sector Officers of TNG-CWA, nominated in Sector Conference and elected by referendum vote.

SECTION 2. (a) The Sector Officers shall be a Sector Chairperson of TNG-CWA, a President (who shall also serve as a CWA Vice-President), an Executive Vice President and six Regional Vice-Presidents, elected by regions, one each from Regions 1 through 6.

(b) In addition, the President of CWA/SCA Canada (formerly called Director of TNG Canada) shall be a voting member of the TNG-CWA Sector Executive Council. The President of CWA/SCA Canada shall be elected in accordance with the CWA/SCA Canada bylaws.

(c) The President or Executive Vice President of TNG-CWA, or a designate, if neither is available, shall sit on the CWA/SCA Canada Representative Council and be entitled to attend all meetings, where he or she shall be entitled to speak but shall have no vote.

(d) The current electoral regions are as follows:

Region 1-Connecticut (excepting the counties of Fairfield, Hartford, Litchfield and New Haven), Delaware, Maine, Massachusetts, New Hampshire, the New Jersey counties of Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Hudson, Ocean and Salem; New York (excepting the counties of Bronx, Cattaraugus, Chautauqua, Erie, Kings, Nassau, New York, Niagara, Orange, Queens, Richmond, Rockland, Suffolk and Westchester), Pennsylvania (excepting the counties of Allegheny, Beaver, Butler, Crawford, Erie, Fayette, Greene, Lawrence, Mercer, Venango and Washington), Rhode Island and Vermont.

Region 2-Alabama, Arkansas, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, Commonwealth of Puerto Rico, South Carolina, Tennessee, Texas, Virginia and West Virginia.

Region 3-Indiana (excepting the counties of Lake and Porter), Michigan, the New York counties of Cattaraugus, Chautauqua, Erie and Niagara, Ohio, and the Pennsylvania counties of Allegheny, Beaver, Butler, Crawford, Erie, Fayette, Greene, Lawrence, Mercer, Venango and Washington.

Region 4-Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming.

Region 5-The Connecticut counties of Fairfield, Hartford, Litchfield and New Haven; New Jersey (excepting the counties of Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Hudson, Ocean and Salem); and the New York counties of Bronx, Kings, Nassau, New York, Orange, Queens, Richmond, Rockland, Suffolk and Westchester.

Region 6-Colorado, Illinois, the Indiana counties of Lake and Porter, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota and Wisconsin.

SECTION 3. (a) Nominations for Sector Chairperson, President, Executive Vice President, and all Vice-Presidents shall be made one by one by Sector Conference vote.

(b) If more than two candidates be nominated to the office of Sector Chairperson, President, Executive Vice President, or any Regional Vice-Presidency, the Sector Conference shall ballot by a roll-call vote; the candidate receiving the least number of votes in the first ballot shall be eliminated and such balloting shall continue until only two names remain; these two shall then be declared the nominees of the Sector Conference. Only the delegates of the regions concerned shall ballot upon the nominations for their respective Regional Vice-Presidents; provided that for purposes of this Section delegates of the United States Wire Service Local shall be deemed delegates of the region in which their bureaus are located and the delegates of each region shall cast a number of votes according to application of Article VII Section 2(b) to the number of members of the Wire Service Local in their region; provided further that for purposes of this Section delegates of the Translators’ Local shall be deemed delegates of the region in which their workplaces are located and the delegates of each region shall cast a number of votes according to application of Article VII, Section 2(b) to the number of members of the Translators’ Local in their region.

(c) Names of all nominees shall be placed on the referendum ballot except that any candidate unopposed in the Sector Conference shall be declared elected. No candidate shall be declared a nominee or declared elected unless he or she declares in writing his or her willingness to serve. Such acceptance must be made prior to the close of the Sector Conference. No member shall hold office so long as he or she is barred from office by Section 504 of the Labor-Management Reporting and Disclosure Act of 1959. Nominees or their representatives shall at the Sector Conference draw lots for positions on the ballot.

10 (d) In the first issue of the Guild Reporter following the Sector Conference, a complete list of nominees, their records and a complete record of the roll-call votes on all contested nominations shall be published.

(e) In a post-Sector Conference issue selected by the Sector Election and Referendum Committee, the Guild Reporter shall provide equal space for a statement by each candidate and shall publish a complete official list of candidates.

(f) Separate ballot forms shall be prepared for each E.C. region containing the names of all candidates for general offices, but in each region the names of the candidates for Regional Vice-President from that Region only shall be listed as candidates for Regional Vice-President. The election of Regional Vice-Presidents shall be by ballot of the members in the regions they represent. For the purpose of this Section, a member of the United States Wire Service Local shall vote in the region in which his or her bureau is located; a member of the Translators’ Local shall vote in the region in which his or her workplace is located.

g) Elections shall be by secret ballot and by majority vote of the referendum, conducted pursuant to Article XXII and as certified by the Sector Election and Referendum Committee. The term of office shall be four years. The officers elected shall take office on the opening day of the CWA Convention.

In the event the CWA constitution is amended to change the term of office of CWA officers, the term of office for all subsequently elected TNG officers shall conform to such term of office.

(h) No member of the E.C. except the President, the Executive Vice President and the President of CWA/-|SCA Canada shall be a salaried officer or employee of TNG-CWA or of any Local.

(i) Any member of the E.C. who thereafter becomes a salaried officer or employee of TNG-CWA or any Local shall automatically be retired from the E.C.; except that this shall not prohibit a member of the E.C. from performing temporary work for TNG-CWA or for any Local and receiving compensation for loss of pay while performing such work.

SECTION 4. (a) Within five days after a vacancy occurs in any elective Sector office, the E.C. shall notify the Locals concerned.

(b) In the event of a vacancy in any of the three principle offices, there shall be a temporary succession pending the election of a new officer at the next regularly scheduled Sector Conference. The Sector Chairperson shall thus be succeeded by the President, the President by the Executive Vice President and the Executive Vice President by the President, the temporary successor retaining also the duties of his or her own office.

11 (c) A vacancy in the position of President of CWA/SCA Canada shall be filled in accordance with the CWA/SCA Canada by-laws and CWA Constitution.

(d) (i) If a vacancy occurs in a regional vice president position within six (6) months of the next regularly scheduled Sector Conference, the position shall remain open.

(ii) If a vacancy occurs in a regional vice president position more than six (6) months preceding a regularly scheduled Sector Conference, the E.C. shall notify locals in the affected region within five days of confirming the vacancy, and seek nominations for a temporary regional vice president from the local executive committees. Each affected local may nominate no more than one candidate. Nominations must be received by the E.C. within 30 days of the notice of vacancy. Each nominee must indicate in writing to the E.C. their willingness to serve. The E.C. shall, by majority vote within five days of the close of nominations, appoint a temporary regional vice president from the list of nominees received. In the event there are more than two nominees and no candidate receives a majority vote, the two candidates with the highest number of votes shall be considered the final candidates and a final E.C. vote shall be taken.

(e) In the event of a vacancy in any elective Sector office, permanent successor candidates shall be nominated at the next regularly scheduled Sector Conference and an election shall be held by referendum in accordance with this Article. The successor officer shall take office upon certification by the SERC and shall serve the remainder of the term of his or her predecessor.

(f) In the event of a contingency not met by these procedures, the E.C. shall take necessary action to provide for administration of TNG-CWA.

In the event of a vacancy in any elective Sector office, successor candidates shall be nominated at the next regularly scheduled Sector Conference and an election shall be held by referendum in accordance with this Article. The successor officer shall take office upon certification by the SERC and shall serve the remainder of the term of his or her predecessor.

SECTION 5. (a) The E.C. shall meet three times a year, the time and place to be set by the E.C. E.C. meetings at Sector Conference shall be deemed one meeting. Upon the written request of three members, the Executive Vice President shall call a special meeting of the E.C.

(b) The E.C. may levy assessments, and act in other emergencies by mail or telegraphic vote, as prescribed by rules adopted by the E.C.

SECTION 6. At all regular and special meetings of the E.C., fifty percent of the E.C. membership shall constitute a quorum.

12 SECTION 7. The E.C. shall elect its standing committees. These shall include a Finance Committee of five E.C. members; and a Contracts Committee of not more than five members, at least two of whom shall be members of the E.C..

SECTION 8. The E.C. shall approve the salaries of all Sector Representatives, and the salaries of all TNG-CWA employees, consistent with the policies and procedures of CWA.

SECTION 9. The E.C. shall interpret this Constitution between Sector Conferences.

ARTICLE X Sector Officers

SECTION 1. Except as otherwise governed by the CWA Constitution, the E.C. shall have general direction of all Sector officers.

SECTION 2. The Sector Chairperson shall preside over Sector Conferences and E.C. meetings. He or she may be a delegate to conventions of any organization with which TNG-CWA is affiliated.

SECTION 3. The President shall be the executive officer of TNG-CWA and a Vice President of the CWA, representing the Sector on the CWA Executive Board. He or she shall preside over Sector Conferences and E.C. meetings in the absence of the Sector Chairperson.

SECTION 4. Vice Presidents shall be responsible for conveying concerns from locals in their region to the E.C., and for providing locals with reports on TNG and E.C. actions and activities. The Vice-Presidents as directed by the E.C. shall perform the duties of the Sector Chairperson in his or her absence and in the absence of the President, and such other duties as the E.C. may direct.

SECTION 5. The Executive Vice President shall be the financial officer of TNG-CWA and custodian of the records and funds of TNG-CWA. He or she shall cause such records and books of account to be kept as may be necessary to carry out the provisions of this Constitution.

SECTION 6. The President of CWA/SCA Canada shall be the chief spokesperson for the Guild and CWA in Canada. The President of CWA/SCA Canada shall take direction from the Canadian Representative Council and shall be its Chairperson.

SECTION 7. The salaries of full-time TNG-CWA officers shall be equal to CWA salaries for comparable positions. The TNG-CWA President’s salary shall be equal to a CWA Vice President’s salary. They will receive any annual adjustments which may be approved by the CWA Convention. The TNG-CWA Executive Vice President’s salary shall be equal to that of a CWA Assistant to the Vice President.

13 ARTICLE XI Local Guilds

SECTION 1. Locals shall be established by charter granted by the CWA on recommendation of the E.C.

SECTION 2. Locals shall be charged with the duty of enforcing provisions of this Constitution affecting their membership.

SECTION 3. (a) No Local shall adopt a constitution or by-laws in conflict with this Constitution, with the policies of TNG-CWA adopted in Sector Conference, or the CWA Constitution. Every Local shall submit to the E.C. a copy of its constitution and by-laws and any amendments thereto as adopted. New Locals shall submit their constitutions or by-laws within two months of being chartered. The E.C. shall order the revision of provisions found to be in conflict with this Constitution, Sector Conference policies or the CWA Constitution. The Canadian National Office shall be notified of any issues with Canadian Local bylaws and shall assist in resolving them. If any issue arises in a Local in which the application of the Local constitution or by-laws is at variance with the TNGCWA Constitution, Sector Conference policies or the CWA Constitution, the issue shall be governed by the TNG-CWA Constitution, Sector Conference policies, and the CWA Constitution.

(b) The Merger Agreement, the CWA Constitution, and the TNG-CWA Constitution shall govern in any matter not specifically provided for either in the by-laws of the Local or by Local legislation.

SECTION 4. (a) Locals shall hold general membership meetings at least four times a year. Subject to the approval of the Local membership in a referendum, exceptions to this rule may be made in Locals that have both an Executive Committee and a Representative Assembly. Such Locals shall be required to hold general membership meetings at least twice a year as provided in the Local by-laws.

(b) In lieu of the membership meeting provided in paragraph (a) the by-laws of a Wire Service Local shall provide for a Representative Assembly elected by the membership of the Local and representative of the geographical areas and units within the Local. Such a Representative Assembly shall meet at least once a year. The by-laws of such a Local shall further provide adequate referenda procedures.

SECTION 5. (a) Locals shall elect officers annually, unless the Local membership by referendum determines that they shall be elected biennially or triennially. The officers shall include at least a president, a vice-president, a secretary-treasurer or secretary and treasurer. No member shall be permitted to hold more than one such office.

(b) Locals shall provide in their by-laws for an Executive Committee of not fewer than three members.

14 (c) The officers of Locals prescribed by Local by-laws under Section 5(a) shall be elected by the membership, by secret ballot referendum in the event of a contest. Members of an executive committee other than such officers shall be elected by a secret ballot in the event of a contest according to procedures, and in the units or membership divisions they represent, as Local by-laws may prescribe.

(d) In the event of a contest by referendum ballot for Local officers, as prescribed by Local by-laws under Section 5(a), the names of all nominees for office shall be placed on the ballot either by slate, or in alphabetical order or in order determined by lot. Each candidate may be identified on the ballot by his or her unit.

(e) No Local constitution or by-laws shall provide that nominations for Local offices or for the membership of the Executive Committee shall be made by the Executive Committee. In Locals of more than 250 members which have both an Executive Committee and a Representative Assembly elected by the membership, the Representative Assembly may nominate for the offices prescribed by Local by-laws under Section 5(a) and for such members of the Executive Committee as, according to Local by-laws, are to be elected at large. If nominations of such officers and other members of the Executive Committee are made by Representative Assembly, adequate opportunity shall be given for additional nominations by membership petition.

(f) Vacancies in the Local offices prescribed by Local by-laws under Section 5(a) shall be filled by a vote of the membership by secret ballot either by referendum or at a membership meeting. Vacancies in the membership of an Executive Committee, other than such Local offices, if filled, shall be filled by secret ballot vote, according to the procedures by which, and in the same unit or membership division in which the election was held.

(g) At least 15 days’ notice of election of officers and members of an Executive Committee shall be given by mail to each eligible member at his or her home address as shown on the record of the Local, including elections to fill vacancies.

(h) No member may hold Local office or membership in the Executive Committee of a Local subject to the Labor-Management Reporting and Disclosure Act of 1959 so long as he or she is barred from office by Section 504 of said Act.

SECTION 6. Delegates and alternate delegates of Locals to the TNG-CWA Sector Conference and CWA Convention shall be elected by the membership, by secret ballot in the event of a contest. In case of a contest by referendum ballot, the names of all nominees for position of delegate shall be placed on the same ballot in alphabetical order, or by slate, or in order determined by lot. Each nominee may be identified on the ballot by his or her Unit. Vacancies shall not be filled by appointment.

SECTION 7. Local delegates to all bodies other than the Sector Conference and CWA Convention with which the Local may be affiliated shall be elected by the membership or elected or appointed by such other body of the Local as the membership may decide.

15 Pending opportunity for action by the membership, temporary appointments to fill a vacancy may be made by the Executive Committee.

SECTION 8. Local elections and referenda shall be overseen and conducted by a standing Local Election Committee (LEC) of at least three (3) members. The Local Executive Committee shall appoint the LEC within three months of taking office, and shall fill vacancies promptly as they occur. Anyone who is a candidate for office in a local election shall be disqualified from serving on the LEC.

The LEC may seek advice from the Sector Election and Referendum Committee, but shall retain authority to independently decide election disputes consistent with local bylaws and this Constitution.

Following the certification of an election, a member who wishes to protest the conduct of any election held by his or her Local pursuant to Sections 5, or 6 of this Article, may submit the protest in accordance with the procedures set forth in the CWA Constitution.

SECTION 9. (a) Local funds shall be used only for legitimate operating expenses, for the financing of strike activities and for the purchase for local members of group life, accident, health, hospital, medical and surgical, unemployment, and retirement benefit insurance, singly or in any combination.

(b) Local funds may be used for the purpose of assisting labor and other organizations friendly to TNG-CWA and the labor movement and for other activity within the purposes of TNG-CWA, including fraternal and social activity, provided the expenditures for these purposes are consistent with the financial ability of the Local to carry out the purposes set forth in Subsection 9(a).

SECTION 10. (a) Each Local shall establish a Local Defense Fund.

(b) There shall be deposited to this fund, no later than the 30th day after the expiration of each fiscal quarter, an amount equal to 5% of the Local’s gross income from monthly dues in the preceding fiscal quarter, unless on such 30th day the assets in the Local Defense Fund are equal to or greater than $229.34 (adjusted May 2014) for each member in the last month of the preceding quarter. On May 1 of each year, this $229.34 permember minimum shall be increased by the same percentage as per-capita tax is increased under Article XVIII, Section 6(b).

(c) The E.C. may, for good and sufficient reason, exempt a newly chartered Local or a Local which has been involved in a strike or lockout from operation of this Section for a period of no more than two years from the date of the chartering of the Local or settlement of the strike or lockout.

(d) Expenditures from the Local Defense Fund may be made only to support the Local’s strike or other defense activity, other activities of an emergency nature, or as a contribution to other unions.

16 SECTION 11. Each Local shall establish a Local Organizing Fund. All monies received by the Local under Article XVIII Section 2(d) of this Constitution shall be placed into this Fund. The assets of the Fund shall be used solely for organizing and related activities.

SECTION 12. (a) Each Local shall keep its financial records in accordance with procedures and on forms supplied by or satisfactory to CWA. Each Local shall cause an audit of all its books, records, and funds to be made annually for its fiscal year by an independent professional accountant designated by the Local or its governing body. Audits shall be according to procedures and on forms supplied by or satisfactory to CWA. All audits shall be available to the membership of the Local and a copy of the annual audit shall be sent to the E.C. within 30 days of its completion. In the event that a copy of the annual audit is not submitted within 90 days from the close of a Local’s fiscal year, the Executive Vice President may cause an audit to be made, the expense of which shall be borne by the Local.

(b) All Local officers and employees authorized to sign checks upon Local funds or handling Local monies, shall be bonded in amounts and in a manner designated by the Local or its governing body.

(c) All checks issued by a Local shall require at least two signatures to be authorized in the Local’s by-laws or by the Local’s Executive Committee.

SECTION 13. No Local shall be or remain incorporated under the laws of any state, territory, province, or country, except as required by law.

SECTION 14. No Branch shall make contracts or incur liabilities for TNG-CWA or CWA unless authorized in writing by the E.C. or the CWA Executive Board, as the case may be. TNG-CWA and CWA shall not be liable under such contracts unless they were so authorized.

SECTION 15. No Branch of TNG-CWA shall, without permission of the E.C. or the President, seek to represent employees for whom it is not then the certified or recognized representative, nor initiate any suit or proceeding affecting representation of employees or collective bargaining (except a suit or arbitration proceeding to enforce a specific contract obligation) before any court, tribunal, labor board or agency; and the conduct of the case by the Branch shall be subject to the approval of the E.C. or President. In case any Branch of TNG-CWA shall be a respondent or defendant before any court, tribunal, labor board or agency, the nature and scope of its defense shall be subject to approval of, and its defense shall be conducted in full consultation with the E.C. or the President.

SECTION 16. A Unit shall consist of the members in an individual Shop. Within the discretion of the Local, a Unit may consist of members employed in more than one Shop where one or more of the Shops involved employs less than seven members or where the Shops are under the same management. The Unit shall have such officers as are

17 prescribed by Local by-laws, who shall be selected, shall serve, and may be removed, as prescribed by Local by-laws. It shall exist only for administrative purposes and for representation of its members within the Local. It shall not have a separate constitution or by-laws. It shall not enter into any agreement. It shall not have relations with any person or organization outside TNG-CWA without permission of the Local or the Local governing body.

SECTION 17. Locals shall do all in their power to strengthen the labor movement in their respective areas.

SECTION 18. Each Local Union of CWA shall respect the established collective bargaining relationship of every other Local Union. Each Local Union of CWA shall respect the established work relationship of every other Local Union, that is, any work of the kind which the members of a Local Union have customarily performed or perform by operation of a collective bargaining agreement at a particular plant or work site. In the event there is a dispute between Local Unions over the jurisdiction of work performed by or assigned to members of a TNG-CWA Local Union and another Local Union of CWA, the Local Unions shall settle such dispute pursuant to the procedure for handling jurisdictional disputes described herein. CWA shall pay the costs and expenses of the independent referee.

(a) A Local Union whose claim of work is in dispute may bring such dispute to the CWA Executive Board for resolution. The Executive Board of the CWA shall consider which Local Union has jurisdiction over the work in dispute. The Executive Board of CWA may render a decision or may refer the dispute to an independent referee. The independent referee will be chosen by the Executive Board to hear all such disputes.

(b) Regardless of the CWA Executive Board’s action, each Local Union shall be permitted to make its case before the independent referee. Case files shall be forwarded to the independent referee including the CWA Executive Board decision, if any.

(c) Each Local Union shall have one hour to present its case; 15 minutes for rebuttal and 5 minutes for a closing statement. Unused portion of the hour may be used in rebuttal. The appealing Local Union shall go first.

(d) There shall be no briefs. Each Local Union may submit a written statement of its position to the independent referee at the proceeding.

(e) No attorneys will be permitted to participate in the proceedings. Each Local Union is restricted to no more than 3 persons in making its presentation.

(f) The independent referee will endeavor to issue his or her decision, in writing, within 10 working days of the conclusion of the hearing. The referee may request the attendance of other individuals (for example, a Staff Member of the Sector), if he or she deems it necessary for developing a full and complete record.

18 (g) The Local Unions shall abide by the independent referee’s decision and as such shall work in good faith to implement the final resolution of the dispute, but such decision may be subject to final appeal to the CWA Convention pursuant to the CWA Constitution. The CWA Convention’s decision shall be final and binding.

Dispute settlements and determinations under this Section shall not determine the general work or jurisdiction of any Local Union but shall be limited to the settlement or determination of the specific dispute on the basis of the facts and considerations involved in said dispute.

SECTION 19. (a) In the event that a Local’s charter is revoked, suspended, or that the Local disbands, the charter and all books and property shall be delivered or turned over to TNG-CWA or CWA/SCA Canada within 10 days after demand by the E.C..

(b) In the event Locals merge, a new or amended charter shall be issued and all books and property of the predecessor locals shall be turned over to the successor Local, unless otherwise provided in a written merger agreement approved in writing by the TNG-CWA President or President of CWA/SCA Canada.

SECTION 20. Each Local, in accordance with its bylaws, shall select a Local Human Rights Coordinator and forward the name and contact information to TNG-CWA. The Human Rights Coordinator shall guide and advise the local on implementing the TNGCWA Human Rights Program at the local level and developing and advancing affirmative action programs for equal employment and advancement opportunities. This person also shall get appropriate training to fulfill his or her duties as Human Rights Coordinator.

SECTION 21. Each Local shall ensure that each of its members is provided with a copy of the current collective bargaining agreement applicable to the member, and a copy of the Local’s by-laws; and shall make available to each member a copy of the TNG-CWA Constitution and the CWA Constitution.

ARTICLE XII District Councils

SECTION 1. District Councils may be formed for the purpose of exchanging information and rendering assistance and mutual aid to member Locals in carrying out their constitutional function. District Councils also shall have the right and function to make recommendations to the E.C. which are designed to implement TNG-CWA’s program. Any other activity may not be undertaken without approval by TNG-CWA, except that contributions may be made for the financing of strike activities of Locals, and for the purpose of assisting labor and other organizations friendly to TNG-CWA and the labor movement.

19 SECTION 2. (a) A District Council may be formed by Locals within a district designated by the E.C. It shall come into existence when two or more Locals in such district, by appropriate Local action approve District Council by-laws which are consistent with this Constitution, Sector Conference policies, and the CWA Constitution, and such by-laws are approved by the E.C..

(b) District Council membership consists of affiliated Locals. Individual Local members do not have membership in the District Council.

(c) After the formation of the District Council, additional Locals in the district may affiliate.

(d) A Wire Service Local may authorize affiliation with District Councils on a regional basis.

SECTION 3. The affairs of the District Council shall be conducted by a Council composed of delegates from constituent Locals, elected under District Council by-laws. The District Council shall elect its officers.

SECTION 4. District Council activities shall be financed by the constituent Locals. The E.C. may appropriate TNG-CWA funds to assist District Council activities, but such funds shall not be used to pay the salary or expenses of a director or other District Council personnel unless such director or other personnel is approved by the E.C..

ARTICLE XIII Membership

SECTION 1. Applicants for membership in TNG-CWA shall furnish such information as the CWA and the Local require. Application for membership shall constitute a designation by the applicant of the Guild as his or her collective bargaining agent, and such designation shall be co-extensive with said application and resulting membership.

SECTION 2. Each member shall receive from his or her Local a standard membership card supplied by TNG-CWA. CWA/SCA Canada will supply membership cards to Canadian Locals.

SECTION 3. Each TNG member in good standing shall have all rights of membership in CWA and shall be eligible for election to any CWA office and to vote in any CWA election in accordance with the CWA Constitution.

SECTION 4. (a) A member shall be in good standing if he or she is not more than one month in arrears on any of his or her constitutional obligations. Members who lose good standing and thereafter remain delinquent one month more shall be automatically suspended.

20 (b) A Local shall be notified by TNG-CWA that it appears that a member has been automatically suspended under Article XIII, Section 4, of this Constitution whenever a Local fails to remit a member’s constitutional obligations for two or more consecutive months.

(c) Upon receipt of such notice, a Local may either:

(1) Establish that the member has met his or her constitutional obligations by remitting the appropriate constitutional obligations to TNG-CWA; or

(2) Within 10 days advise the member of his or her suspension and give him or her at least two days’ notice to appear before the Executive Committee to show cause why he or she should not be expelled for failure to meet his or her constitutional obligations. Such notice shall be in writing, but failure of the Local to give, or of a member to receive, such notice shall not affect his or her suspension. The Executive Committee may designate a representative before whom the suspended member shall be directed to appear at a reasonable time and place. If after such hearing the Executive Committee is not satisfied with such showing made by the suspended member it may forthwith expel the member; or

(3) Continue the member in suspension.

(d) A member who, according to TNG-CWA records, remains in suspension for 12 months or more may with the concurrence of the Local be dropped from the membership rolls.

(e) TNG-CWA shall be notified of all decisions to expel members under provisions of this section.

(f) TNG-CWA records shall show the status of any member affected by the above processes.

(g) Suspended, expelled, or dropped members at all times shall be restored to good standing or readmitted only in accordance with the reinstatement provisions of Article XIII Section 12(a).

(h) A member’s constitutional obligations, including a fine or penalty under Article XV, may be enforced by civil action in any court of jurisdiction.

SECTION 5. No member not in good standing shall be permitted to vote, offer or second a motion, nominate for office, hold office, or be a candidate for office. A member suspended otherwise than under Section 4 of this Article shall be subject to the foregoing restrictions and in addition may not attend meetings of Guild bodies or speak at such meetings except by permission of the meeting or as permitted by Article XV. A suspended member shall remain under all the obligations of membership during the period of suspension.

21 SECTION 6. No member shall work for lower wages than, longer hours than, or under conditions inferior to, those established through Guild action in the Shop in which he or she is employed.

SECTION 7. (a) A member shall belong to the Local which negotiates his or her contract. A member not under contract shall belong to the Local in the area of his or her principal employment. Individuals who gain membership pursuant to Article II, Section 3(c) shall belong to the local designated in accordance with Section 3(c)(1) of that Article.

(b) A member elected to full-time office in the Guild shall retain membership in his or her home Local.

(c) A member elected or appointed Executive Officer of another Local shall be a member of that Local, and may retain membership in his or her home Local, but in TNG-CWA referenda shall vote only in the Local of which he or she is Executive Officer.

(d) A member appointed to TNG-CWA’s staff may elect to be a member in his or her home Local or in the Local in whose area he or she is assigned, or if he or she is eligible under Article XIII Section 8, to be a member-at-large. The authority and power of the CWA or its Executive Board under the CWA Constitution, of the Sector Conference and the E.C. under Article IV Section 1, and of the E.C. under Article X Section 8, and Article X Section 1, of this Constitution shall not be invoked by TNG-CWA’s staff or any individual TNG-CWA staff employee as TNG-CWA member or members in connection with any grievance or dispute concerning terms and conditions of employment of TNG-CWA staff which is subject to procedures for adjustment and settlement provided by collective bargaining agreement between TNG-CWA and the collective bargaining representative of TNG-CWA’s staff.

SECTION 8. In an area where no Local exists membership at large shall be permitted in TNG-CWA. In such case, TNG-CWA headquarters shall fulfill the administrative functions of the Local.

SECTION 9. Application shall be submitted to the designated agent of the Unit in the Shop where the applicant is employed. Except as otherwise provided in Article XVIII Section 6, an applicant shall become a member upon payment of any required initiation fee or reinstatement fee, and payment of one month’s dues or submission of a dues checkoff authorization.The Local or its Executive Committee may approve his or her application in respect to eligibility and compliance with constitutional requirements. Subject to Section 10, if a Local or its Executive Committee does not act on an application within thirty (30) days, an applicant shall be confirmed in membership. When an application is rejected the applicant shall be given a written statement of the reason.

SECTION 10. (a) An applicant who has been expelled or suspended from one Local shall be readmitted in another Local only with the consent of the first.

22 (b) An applicant may be deemed ineligible or required to pay a special fee because of prior acts which would have made him or her liable to expulsion from the Guild.

(c) All decisions of Locals under this Section shall be subject to appeal to the E.C., and any disputes between Locals under this Section shall be referred to the E.C. for decision.

SECTION 11. (a) TNG-CWA shall issue standard transfer cards upon which all transfers of membership will be effected.

(b) All transfers from one Local to another shall be processed through TNG-CWA. Upon notice from any source that a member requires such transfer, TNG-CWA shall effect the transfer subject to the further provisions of this Section.

(c) No transfer of membership shall be effected until all financial obligations in the Local from which the member is transferring have been satisfied and that Local so states to TNG-CWA, and until such other constitutional objections posed by the Local from which the member is transferred have been satisfied and that Local so informs TNG-CWA. TNG-CWA shall act on the basis of TNG-CWA records when a Local does not respond within 30 days to a request for information under this rule.

(d) A transferring member shall be allowed a grace period of not more than 60 days, beginning with the last day of the month for which he or she was in good standing in the former Local, in which to complete a transfer to a new Local without losing good standing and without having to pay a reinstatement or initiation fee.

(e) Procedures not specifically provided for by this section shall be determined by the Executive Vice President in a manner consistent with the Constitution, to provide for efficient and practical transfers, and to protect the interests of the affected Locals and of the transferring member.

(f) All decisions under this Section shall be subject to appeal to the E.C..

SECTION 12. (a) A member who has been suspended, expelled, or dropped may be readmitted or reinstated to good standing upon payment of a reinstatement fee to be set by the Local, such fee in the discretion of the Local to take the place of all arrearages of constitutional obligations up to the date of reinstatement. Such readmission or reinstatement shall not be allowed except upon the specific decision of the Executive Committee of the Local. Such readmission or reinstatement shall not be granted to a member more than twice within two years without the approval of the E.C. Application of this Section may be waived by the Local in the event that a member pays up his or her arrearages and is reinstated after automatic suspension under Section 4 of this Article. The foregoing notwithstanding, a member on an unpaid leave of absence who fails to pay dues during the period of the leave shall automatically be readmitted upon resumption of dues payments.

23 (b) The Local shall waive the provisions for the payment of a reinstatement fee for members who have entered the armed forces.

(c) The Local may waive the provisions for the payment of a reinstatement fee for intermittent dues-payers, such as casual employees.

SECTION 13. (a) A member of the Guild shall belong automatically to the Unit of the Shop where he or she is employed. Individuals who gain membership pursuant to Article II, Section 3(c) shall belong to the Unit or to the Local designated in accordance with Section 3(c)(1) of that Article.

(b) When a member ceases his or her employment or work within the meaning of Article II, Section 2, and remains unemployed or without such work, he or she may continue in active membership for a period not to exceed three months in his or her Unit and for a period not to exceed nine additional months in his or her Local (except that those members who do not belong to a Unit shall be permitted to continue active membership within the Local for a total period not to exceed twelve months) , upon expiration of which time he or she shall take an honorable withdrawal card if otherwise entitled to it, with all preferential rehiring rights unimpaired, provided, however, that a member whose dismissal is being contested by himself, the Unit or the Local, and who obtains temporary employment elsewhere shall remain a member of the Local until such time as the Local or its governing body declares the case adjusted. For purposes of enforcing this Section 13(b), Locals shall adopt reasonable bylaw provisions to verify that members continue to perform qualifying work and therefore remain eligible for Guild membership.

SECTION 14. (a) A member who becomes ineligible shall withdraw, after having paid all financial obligations to the Guild.

SECTION 15. Each member shall advise his or her Local, and the Local shall advise CWA on forms provided for the purpose, of his or her home address and any change in home address. Members-at-large shall advise CWA directly.

SECTION 16. (a) The following resignation rules shall apply in Canadian Locals only: Any offer to withdraw or to resign from membership in the Guild other than for the reasons set forth in Section 14 of this Article shall be submitted in writing to the governing board of the Local, together with the reasons, in detail, for such contemplated withdrawal or resignation. The governing board of the Local shall thereupon inquire into the causes and vote on whether such withdrawal or resignation shall be accepted or rejected. Any acceptance shall always be conditioned upon full payment of all financial obligations due and owing to the Guild. Upon the rejection of any offer to withdraw or resign, the membership obligations of the member making such offer shall continue in full force and effect. A member may appeal rejection of his or her resignation to the Local membership. A copy of the offer to withdraw or resign, together with the action taken by the Local thereon, shall be forwarded to the E.C. Such action shall not become final until approved by the E.C..

24 (b) In Canadian Locals, no resignation or withdrawal may be accepted during a strike or lockout, or at a time when a strike or lockout appears imminent.

(c) In U.S. Locals, any offer to withdraw or to resign from membership in the Guild other than for the reasons set forth in Section 14 of this Article shall be submitted in writing to the Local.

SECTION 17. An individual who retains membership pursuant to Article II, Section 3(c) shall have all of the rights of membership except that he or she shall have voice but no vote on local union matters affecting collective bargaining, including contract ratification, grievance settlements, and strike votes.

ARTICLE XIV Associate, Retired, Inactive and Honorary Members

SECTION 1. Associate and retired members shall be entitled to an appropriate card issued by TNG-CWA and shall have the right to attend and to speak at Guild meetings but shall not have the right to make or second motions, to vote, or to hold office, except in the conduct of activities of associate or retired units.

SECTION 2. Associate members shall belong to the nearest Local in the area in which their institutions are located. They may be formed into associate units of the Local, subject to the by-laws and regulations of the Local.

Retired members shall be permitted to join CWA Retired Members’ Clubs and serve on the Retired Members’ Council consistent with Article V, Sections 5 and 6 of the CWA Constitution.

SECTION 3. Associate and retired members shall not be subject to the disciplinary provisions of this Constitution, but their membership shall be revocable by the Local or CWA Retired Members Club to which they belong, subject to appeal to the E.C., or by the E.C.

SECTION 4. To aid a Local to maintain contact for organizing purposes with Guild members who are no longer under Guild contract, the Executive Vice President may grant Associate Member status to such members. The Executive Vice President shall report the status of such grants to the E.C..

SECTION 5. Associate and retired membership shall figure in no way in the standing of a Local.

SECTION 6. Honorary members shall be entitled to an appropriate card issued by TNGCWA and shall be members at large of TNG-CWA. They shall have the right to attend Guild and speak at Guild meetings with the permission of the body. They shall not have the right to make or second motions, to vote or to hold office. They shall not be obligated

25 to pay initiation fees or dues. Honorary membership may be terminated by resignation of the member or revocation of membership by the E.C. No provision of the Constitution other than Article II Section 6 and Article XIV Section 6 shall be applicable to honorary members.

ARTICLE XV Discipline of Members, Sector Officers, District Council Officers and Local Officers

SECTION 1. Charges and Trials shall be conducted in accordance with the CWA Constitution.

SECTION 2. Guild Reporter.

Actions under this Article shall be reported promptly and in adequate summary form in the Guild Reporter.

ARTICLE XVI Recall Procedure

SECTION 1. All Sector Officers, E.C. members, and officers of Locals shall be subject to recall in accordance with procedures set forth in Articles XXI and XXII of the CWA Constitution.

ARTICLE XVII Discipline of Locals

SECTION 1. Locals may be disciplined pursuant to Article XIII of the CWA Constitution.

ARTICLE XVIII Finances

SECTION 1. The membership dues of TNG-CWA shall include:

(a) The payments established by Section 2 of this Article or by Locals under the authority of Section 2 of this Article, hereinafter referred to as “monthly dues.”

(b) The payments required for admission into membership in TNG-CWA fixed by Locals under the authority of Section 3 of this Article, hereinafter referred to as “initiation fees.”

(c) The payments required for reinstatement into TNG-CWA after loss of membership fixed by Locals under the authority of Section 4 of this Article, hereinafter referred to as “reinstatement fees.”

26 (d) Any additional dues required by a Local of all its members from time to time, fixed under the authority of Local by-laws.

(e) In addition, CWA/SCA Canada shall make payments to TNG/CWA as agreed, flowing from the Memorandum of Understanding of 2006.

SECTION 2. Financial Obligations of Members

(a) Monthly dues payments shall be fixed for and collected from Local members by the respective Locals (except that strikers or locked-out members’ dues may be paid from the Local treasury), and shall be fixed for and collected from members at large by the E.C., in accordance with the following provisions:

(b) Monthly dues.

The monthly dues fixed and maintained by Locals and the E.C. shall be not less than the Minimum Dues Schedule set forth in Section 2(c) of this Article.

(c) The Minimum Dues Schedule shall be either that listed under Table A:

[Table A is located at the end of this document beginning on 47]

or 1.3846 percent of regular compensation up to the maximum required by the above schedules, or a dues schedule which yields at least an equivalent total dues income.

On each Oct. 1 there shall be an extension of the schedule under this subsection by raising the weekly compensation amount by $50 in $5 brackets and by increasing the dues under Tables A proportionately in the same manner as in the existing brackets.

(d) Each member shall pay $1.00 per month dues in addition to the amount of dues the member otherwise would pay according to the member’s Local dues structure in effect on that date, unless the Local increases its dues rate by means of a formula that yields at least an equivalent total amount, or alternatively, a Local may act to meet these mandatory funding requirements out of existing Local funds. These funds are to be used only for the purpose of organizing new members, as required by Article XI, Section 11.

(e) Exceptions and particular cases.

In the following cases, Locals and the E.C. may fix and maintain the dues set forth below in lieu of the aforesaid monthly dues:

(1) For individuals who retain membership pursuant to Article II, Section 3(c ) – an amount no less than the CWA dues rate for members without collective bargaining rights, as set by CWA constitutional procedures.

(2) For members whose regular compensation is less than $50 per week-not less than 5 percent of weekly salary per month.

27 (3) For members whose regular compensation is less than $10 per week-not less than 10 cents per month.

(4) For unemployed members-not less than 10 cents per month.

(5) For members on unpaid leave of absence-not less than 10 cents per month.

(6) For members on paid leave of absence-the amount which would be paid on the same salary.

(7) For associate members-not less than $ 10.00 per year.

(8) For members working in a shop not under Guild contract and earning $50 per week or more-not less than $2.50 a month.

(9) For members working for unions other than TNG-CWA or its branches, who are not under Guild contract and who are earning $50 per week or more-monthly payments of not less than $3.50, plus an amount equal to the per-capita tax set forth in Section 7 of this Article.

(10) For retired members-dues as fixed by their Locals, comparable to those required by the CWA Constitution.

(11) For members granted inactive status under Article XIV, Section 4- not less than 10 cents a month payable quarterly.

(12) Members who leave their employment to serve in the armed forces of the United States or Canada or their allies, or who are drafted as conscientious objectors under the laws of any of said nations into compulsory civilian employment or war work in lieu of services in the armed forces, for and during a time of war or national emergency, shall be absolved from all dues payments for the period of such service. Any such member may elect to take an honorable withdrawal card.

(13) For members on strike or locked out-not less than 10 cents per month without distinction between such members, except that a member working in a Shop under Guild contract shall pay the appropriate dues of the Local under whose contract he or she is working, to that Local.

(14) For members covered by an insurance, health or welfare program financed out of dues-an amount equal to the member’s monthly dues as provided by Sections 2(b) and 2(e) of this Article, and the cost of insurance to the member. The total monthly dues payment shall be a single undivided dues payment and no part shall be separately paid by the member as an insurance contribution.

28 (15) For members working in a shop located other than in the United States, Canada, or Puerto Rico who because of geographical location are unable to obtain the advantages of normal servicing, including the negotiating of a collective bargaining agreement-75 percent of the dues as set forth in Section 2(b) of this Article.

(f) Dues are payable on the first day of each calendar month, except that associate members’ dues may be paid annually or in semi-annual installments. Dues of unemployed members shall not be prepaid.

SECTION 3. Initiation fees shall be fixed and collected by the Locals and shall not be less than $1.00. Maximum initiation fee shall be $10.00, The initiation fee shall be accompanied by the applicant’s dues for one month, or a dues checkoff authorization. Should the applicant for membership be rejected, he or she shall be entitled to full refund of his or her initiation fees and dues. There shall be no initiation fee for associate members. Initiation fees may be waived in favor of applicants who at the time of application are fully paid-up members of another union, or hold an honorable withdrawal card of another union, subject to approval by the E.C. The initiation fee shall be waived in favor of former associate members qualifying for full membership, who were paid up to date of becoming ineligible for associate membership, and apply for full membership as of the date of becoming eligible.

SECTION 4. Reinstatement fees under Article XIII, Section 12(a), shall be fixed and collected by the Locals and shall be equal to the local’s initiation fee. The reinstatement fee shall be accompanied by the applicant’s dues for the month in which his or her reinstatement is approved or a dues checkoff authorization, and his or her membership shall date from the first of that month.

SECTION 5. Notwithstanding any other provision of this Constitution or the CWA Constitution to the contrary, where TNG-CWA or any Local is organizing a new bargaining unit, and the applicable federal or provincial law requires a showing that a certain percentage of employees in the unit are members of TNG-CWA or the Local as a precondition to certification or representation vote, any of said employees who apply shall be admitted as members without payment of initiation fees or dues (or with payment of such minimal amount as may be appropriate under the applicable law) during the organizing campaign. The obligation of such members to pay initiation fees and dues as specified in this Constitution or the CWA Constitution shall commence upon the execution of the first collective bargaining agreement covering their bargaining unit. Such members shall have all rights, privileges and obligations of membership, except the right to vote in Sector referenda and to participate in Sector Conferences.

SECTION 6. Financial Obligations of the Local

(a) Locals shall remit to TNG-CWA the following per capita tax:

(1) For each monthly dues payment, except as provided in (2) below — 1.997 percent (.01997) of the average top reporter minimum in TNG-CWA

29 contracts determined annually as provided in Section6(b), but not more than 40 percent of a per-capita payment for each dues payment that does not exceed the per capita payment. Of this, a portion equal to .058 percent (.00058) of the average top reporter minimum shall be deposited into the Guild Mobilization and Defense Fund, or the CWA General Fund pursuant to Article XVIII, Section 6(e). A Local may act to meet this per capita obligation to the Guild Mobilization and Defense Fund by increasing dues or by paying it out of existing Local funds.

(2) For each dues payment under Section 2(e)(1) – the per capita amount required of CWA members without collective bargaining rights, as set by CWA constitutional procedures.

(3) For each dues payment under Section 2(e)(2), (3), (4), (10) and (12) -10 cents.

(4) For each annual dues payment of an associate member-$ 5.00.

(5) For each initiation fee, $1.00.

(6) For each reinstatement fee, $1.00.

(7) For each Sector assessment-the full amount thereof.

(8) For each retired member the amount required by the Locals under Section 2 (e)(10).

(b) The average top reporter minimum in TNG-CWA contracts means, and shall be determined annually, as follows:

(1) The computation of the average top reporter minimum shall be made annually by the Executive Vice President based upon TNG-CWA Local contracts in force on January 1 of each year covering news media jobs.

(2) The average computed and the computation upon which it is based and the per capita resulting shall be published in the issue of the Guild Reporter next following its completion, and shall be effective on the following May 1 as published unless revised by the E.C..

(3) The average shall be computed by adding the top reporter minimum provided in each separate media contract regardless of the number of titles or members covered by a single contract and without weighting of any kind, and dividing the total by the number of contracts taken into account.

(4) In a contract providing more than one reporter minimum only the highest such minimum shall be included. A minimum schedule including reporter with any

30 other job title shall be considered a reporter minimum. A higher classification differential shall not be taken into account. Where a media contract lacks a reporter job title, a corresponding journalism job title shall be used.

(5) The contract in force on January 1 means the contract actually in force on that date and not a contract subsequently signed but retroactive to January 1 or earlier. No contract for which permission to sign was withheld under Article XIX, Section 3, shall be taken into account. If no contract is in force on January 1 for a given news organization because of a strike or for any other reason, then the immediate past contract shall be taken into account, providing the immediate past contract was in force at any time during the previous 12 months.

(6) Percentages shall be calculated to five decimal places and rounded to the nearest final number. Per capitas shall be rounded to the next higher cent.

(7) However, any increase in per capita rates as a result of this formula shall be phased in for a period of three (3) years as follows: Year one (2015) 33% of the calculated increase; Year two (2016) 66 percent of the calculated increase; Year 3 (2017) 100% of the calculated increase.

(c) For each monthly service, agency, or similar fee paid to a Local by an employee in lieu of membership dues, as provided by contract between the Local and employer, the Local shall remit to TNG-CWA an amount equal to the per capita remitted on a similar dues payment.

(d) Locals shall have a one-time option, for newly organized units, to remit per capita payments for that unit in accordance with CWA’s per capita formula rather than the Guild formula stated above, plus .058 percent (.00058) of the average top reporter minimum to be deposited in the Guild Mobilization and Defense Fund, or CWA General Fund pursuant to Article XVIII, Section 6 (e).

(e). The .058 percentage of the per capita formula designated for the Guild Mobilization and Defense Fund (GMDF) will be paid to the CWA General Fund when the GMDF holds at least $1.25 million in assets. This money will be used solely and exclusively by CWA for TNG-CWA General Fund expenses. In the event the GMDF goes below $1.25 million in assets the .058 percentage of the per capita formula will be paid to the GMDF until such time as the GMDF holds $1.4 million in assets.

SECTION 7. (a) Members certified by the Local to be paying the unemployed dues rate at the time of a Sector assessment, and associate and retired members, shall be exempt from payment of such assessments.

(b) The Executive Vice President may exempt new members from Sector assessments during an organizing campaign.

31 (c) Sector assessments levied under the authority of Article IX, Section 5(b) shall be payable on the date for which they are levied and may be collected individually from the members or may be paid by the Local from Local funds on behalf of the membership.

SECTION 8. Remittances of funds by the Locals shall be made monthly within fifteen days after the end of the month in which they are collected. Statements of the members’ and months’ dues represented by the per capita tax remitted, and of the respective members’ payments of initiation and reinstatement fees and assessments, shall accompany the remittances with the frequency, and on forms, prescribed by rules issued by the Executive Vice President and approved by the E.C., subject to CWA rules and procedures. Locals shall not remit per capita for unemployed members’ dues in advance of the month to which the per capita is credited.

SECTION 9. U.S. locals with union security provisions in their collective bargaining agreement(s) shall provide to the CWA membership department within 30 days of receipt, notification of new hires, including the names, addresses, dates of hire and job classifications of those individuals hired.

SECTION 10. In the case of an independent union that seeks affiliation with TNG-CWA, the E.C. is authorized to phase in the minimum dues and per-capita tax requirements of this Constitution so as to facilitate the affiliation process.

SECTION 11. In the case of newly organized bargaining units, CWA shall refund the first three months’ per capita payments on members of that unit following the signing of an initial contract. The refund shall affect neither the membership standing of the members involved nor the Local’s convention representation under Article VII, Section 2(c).

SECTION 12. (a) The Executive Vice President shall compute the monthly good standing membership of each Local and report to the Local thereon, together with a computation of the remittances received, at the times and on the forms prescribed by rules issued by the Executive Vice President and approved by the E.C. The Local shall have one month after such a report to file its claim for any discrepancy between its records and those of TNG-CWA.

(b) In the event that any Local fails for three consecutive months to remit TNG-CWA’s share of all funds collected, together with any statement required by the rules, its charter may be suspended by the E.C., in which case the E.C. shall proceed at once to take over the funds and records of the Local and to reorganize the financial operations of the Local.

SECTION 13. Payments by members shall be receipted for locally in the appropriate manner approved by the E.C. Where a member’s dues and assessments are checked off under Guild contract, such member shall be deemed to be in good standing until revocation of such checkoff, unless he or she shall have failed to fulfill any other constitutional obligation to the Guild; provided, eligibility for voting in Sector elections

32 and referenda must be established by per capita remittances as required by Article XXII, Section 6.

SECTION 14. All payments required of Locals, pursuant to Section 7 of this Article and Article IX, 5(b), shall be made to CWA. All assessments, Sector Mobilization and Defense Fund contributions, and Sector Mobilization and Defense Fund per capita shall be deposited by CWA into the Sector Mobilization and Defense Fund, except as provided in Article XVIII, Section 6 (e).

SECTION 15. Funds shall be expended only for activity within the constitutional purposes of TNG and CWA. Expenditures for strike activities, for other activities of an emergency nature, and for purposes authorized by Sector Conference action or referendum and in the manner and subject to the limitations prescribed thereby, shall be made from the Sector Mobilization and Defense Fund, at the direction of the E.C., and from the CWA Member Relief Fund and the CWA Defense Fund, consistent with the rules of those funds. Expenditures also shall be made from the Sector Mobilization and Defense Fund in accordance with Section 2 (e) of Article XX.

The Guild Mobilization and Defense Fund may be utilized to pay TNG-CWA expenses based on a specific and unique need, as approved by the TNG-CWA Executive Council. Such action shall be reported out in the Finance Reports sent to locals.

Funds shall be withdrawn from the Mobilization and Defense Fund, upon written authorization of the President or Executive Vice President, by check signed by two Sector officers or TNG-CWA administrative employee(s), designated by the E.C.. Any officer not a signatory to a check shall be notified by email on the issuance of that check.

SECTION 16. All Sector officers and employees authorized to sign checks upon TNGCWA funds or handling TNG-CWA monies, shall be bonded in amounts and in a manner designated by the CWA.

SECTION 17. The Finance Committee shall prepare a Sector budget of expenses for the approval of the E.C., and after such approval, the budget shall be submitted to the CWA. The Finance Committee shall supervise the operation of the budget.

SECTION 18. A report of the TNG-CWA Sector budget for the ensuing year, and of the status of the Sector Mobilization and Defense Fund, shall be published annually in the Guild Reporter.

SECTION 19. Except as provided by Section III. 8(d) of the Merger Agreement between TNG and CWA, all funds, assets and liabilities of TNG shall be retained by TNG-CWA. Accordingly, the monies and assets in TNG’s General Fund and Organizing Fund at the effective date of merger shall be placed into a TNG-CWA Sector General or Reserve Account and shall remain in the custody and under the sole authority and control of the Sector Executive Council and Sector Conference. The monies and assets in TNG’s Mobilization and Defense Fund at the effective date of merger shall be placed into a

33 TNG-CWA Sector Mobilization and Defense Fund account and shall remain in the custody and under the sole authority and control of the Sector Executive Council and Sector Conference.

ARTICLE XIX Collective Bargaining

SECTION 1. Collective bargaining on behalf of any membership group shall be guided by the Collective Bargaining Program of the Sector Conference.

(a) The following provisions of the Collective Bargaining Program shall be included in all initial contract proposals until each goal is adequately addressed in the collective bargaining agreement:

1) a union security clause

2) a requirement of just and sufficient cause for discharge

3) a grievance procedure and binding, third-party arbitration system

4) wage scales that fix the minimum amount employees may earn

5) a clause defining union jurisdiction and protecting against the loss of work

6) provisions incorporating seniority and length of service in wages, hours and working conditions

7) a contract that promotes diversity and protects against discrimination.

8) a plan that provides retirement benefits.

(b) The requirements of Article XIX also apply to wage reopening or renegotiation of a contract clause during the life of the contract, and to any pension, health, welfare, insurance, profit-sharing, stock purchase, savings, or other similar plan, program or agreement. However, the requirements of Section 1(a) shall apply only to the extent relevant.

(c) The E.C. may delegate its authority under this section to the E.C. Contracts Committee.

SECTION 2. Contract Negotiations.

(a) The power and duty to bargain collectively for the whole membership of a Local or any subdivision thereof shall rest in its governing body, subject to the mandates of the Local, and the results of its negotiations shall be subject to ratification by the Unit or

34 Units immediately concerned and by any additional Guild body as provided for by the Local.

(b) Where more than one bargaining unit is contained within the constitutional Unit, the ratification vote shall be taken in the bargaining unit involved only in the following cases:

(i) the bargaining unit involved is negotiating an initial Guild contract; (ii) the contract of the other bargaining unit not immediately involved is not open (or will not be open within 60 days) for renegotiation at the time the ratification vote in the bargaining unit immediately involved is taken. Notwithstanding the above, the local governing body may decide, subject to an appeal to the E.C., that the ratification vote will be taken in the constitutional Unit involved.

(c) Locals with units of a chain may, with the consent of such units, enter into chain negotiations on behalf of such units. Locals participating in such negotiations each shall elect by secret ballot two delegates to a chain (or if permitted by the Local, the Local’s unit of the chain) council, which shall establish by-laws not inconsistent with this Constitution in order to conduct such negotiations. Participating Locals shall not conduct contract negotiations on their own for units involved unless and until the Chain Council declares such negotiations concluded without agreement.

(d) Contracts on behalf of the Guild shall be entered into only by Locals or by TNGCWA. No contract entered into in violation of this Section shall be binding upon TNGCWA, the Local or any part of the membership.

(e) Not fewer than three persons, designated by the Local or the E.C. when TNG-CWA is party to the contract, shall be members of any contract negotiating committee on behalf of the Guild. The negotiating committee shall, whenever practicable, include members of the Unit involved. This provision shall not apply in joint negotiations with several employers representing different financial interests. It shall be the right and duty of the Unit involved to have observers present at negotiations. Under exceptional circumstances, the E.C. may grant permission for negotiations in a manner other than that provided herein.

(f) The E.C. may delegate its authority under Article XIX Sections 2(b) and 2(e) to the E.C. Contracts Committee.

SECTION 3. Coordination with the E.C.

(a) All contract proposals shall be submitted to the E.C. Contracts Committee at least 15 days in advance of submission to the employer, and shall receive the approval of the E.C. Contracts Committee in advance of submission to the employer. The E.C. Contracts Committee shall promptly advise the Local when these proposals are in conflict with TNG-CWA’s Constitution or the Collective Bargaining Program. When advised by the E.C. Contracts Committee of such conflict, the Local shall make such changes in the terms of its contract proposals as may be recommended by the E.C. Contracts Committee. The E.C. Contracts Committee shall be kept informed of the progress of negotiations.

35 (b) The final draft of a contract or the terms of a proposed contract settlement shall be submitted to the E.C. Contracts Committee before submission for ratification as provided in Article XIX, Section 2(a), and before signature of a final draft of a contract; provided, that where strike approval has been given under Article XX, Section 2(d), the terms of the proposed settlement may be submitted for ratification to the Unit or Units immediately involved before submission to the E.C. Contracts Committee. The E.C. Contracts Committee shall be allowed five working days from receipt in which to examine such final draft or terms of a proposed contract and advise the Local as to conformity with the Constitution and Collective Bargaining Program.

(c) If within five working days or a mutually agreed upon extension following the receipt of the terms of the proposed settlement or of the final draft of a contract, the E.C. Contracts Committee determines that the proposed contract settlement or the draft contains deviations from the Collective Bargaining Program sufficiently serious to withhold approval, it shall so advise the Local within that five working-day period or mutually agreed upon extension. In the event approval is withheld, the E.C. Contracts Committee shall, within the same five working-day period or mutually agreed upon extension: (1) fully inform the Local of the basis for withholding approval, or (2) if necessary, designate a representative to investigate, or (3) promptly designate a representative to assist the Local. In the event approval of the proposed settlement is withheld and the E.C. Contracts Committee does not take one or more of these prescribed steps, the Local is authorized to proceed with ratification of the proposed settlement. In the event approval of the final draft is withheld and the E.C. Contracts Committee does not take one or more of these prescribed steps, the local is authorized to proceed with ratification and signing of the contract, if ratified. In the event approval is withheld and the proper action is taken by the E.C. Contracts Committee, the Local shall not submit the terms of the proposed settlement or the final draft of the contract for ratification or sign the contract until the E.C. gives specific permission.

(d) If the terms of a proposed contract settlement are approved, or permission to sign a contract which will incorporate such terms given, but no final draft yet submitted, the final draft of the contract shall be submitted to the E.C. Contracts Committee before signature. If within five working days following receipt of the final draft of the contract, the E.C. Contracts Committee advises the Local that the final draft deviates from the approved terms of the contract settlement, or contains technical deficiencies, the Local shall not sign the contract until the E.C. Contracts Committee gives permission.

(e) The E.C. may approve a proposed contract settlement, but at the same time withhold approval of particular terms thereof. The E.C. may approve a proposed contract, or give permission to sign a proposed contract, but at the same time withhold approval of particular clauses or of the current settlement.

(f) The E.C. may delegate its authority under this section to the E.C. Contracts Committee.

36 (g) A final copy of the contract signed by the Guild and the employer shall be sent to the office of TNG-CWA.

(h) The foregoing requirements shall be applicable to any proposal for a chain recommendation for a contract for participating Locals, and to any recommendation for a contract to participating Locals resulting from chain negotiations, and to any wage reopening or renegotiation of any contract clause during its life.

SECTION 4. Contract Enforcement and Disposition of Grievances.

(a) The power and duty of contract enforcement and disposition of any other matters affecting the relationship of employee and employer shall rest with the Local, or the E.C. when TNG-CWA is a party to the contract.

(b) It shall be the duty of each member to report any complaint to his or her Unit officers and the duty of the Unit officers after investigation to report to officers of the Local any dispute regarding any terms or conditions of employment. If TNG-CWA is a party to the contract, TNG-CWA officers shall be informed with notice to Local officers.

(c) The Local shall determine the procedure for disposition of any dispute including delegation of its authority to a committee representing the Local, which committee may be composed of members of the Unit concerned. If TNG-CWA is a party to the contract, the E.C. may delegate disposition to the Local involved. Progress and settlement of grievances so delegated shall be reported to the Local, or, if TNG-CWA is involved, to TNG-CWA.

(d) The settlement of grievances shall be subject to ratification by the Local’s governing body, and shall be subject to appeal to the Local membership.

SECTION 5. Individual Bargaining.

(a) Independent negotiations between a member and his or her employer in his or her own behalf shall not have the authority or support of TNG-CWA or any Branch. In no event may a member negotiate for conditions of employment inferior in any respect to those established in his or her place of employment by Guild action. No member shall negotiate with his or her employer individually to settle a grievance.

(b) Except as expressly provided for in the Local’s collective bargaining agreement, no member of TNG-CWA may sign an individual contract with his or her employer, governing his or her hours, wages or working conditions, unless he or she seeks and receives permission of the governing body of his or her Local or the permission of the Local itself. The member concerned may appeal the decision of the Local to the E.C..

ARTICLE XX Strikes and Lockouts

SECTION 1. The E.C. shall be kept fully informed of developments which may lead to a strike or lockout.

SECTION 2. (a) A strike may be called by the governing body of a Local if the Unit involved has voted approval. In cases where more than one Unit may be called on strike, all these Units shall be considered as one Unit.

(b) Where more than one bargaining unit is contained within the constitutional Unit, the strike vote shall be taken in the bargaining unit involved only in the following cases: (i) the bargaining unit involved is negotiating an initial Guild contract; (ii) the contract of the other bargaining unit not immediately involved is not open (or will not be open within 60 days) for renegotiation at the time the strike vote in the bargaining unit immediately involved is taken. Notwithstanding the above, the local governing body may decide, subject to an appeal to the E.C., that the strike vote will be taken in the constitutional Unit involved.

(c) In the event that a union other than a TNG-CWA Local strikes a shop in which that union represents employees, or if such a strike appears imminent, or if such a union declares itself locked out and pickets, then as an alternative to proceeding under Article XX, Section 2(a), the Representative Assembly or Executive Committee of TNG-CWA’s Local representing employees in that shop may endorse the strike, or recognize the lockout, and direct its members not to cross the picket lines of the striking or locked out union nor to work in or for the shop which is on strike or locked out.

(d) If TNG-CWA or CWA funds are to be used at any time during a strike, or during a strike of another union endorsed by the Local, the E.C. must be advised of the strike in advance or of the strike endorsement as soon as may be possible and the strike or strike endorsement must be approved by the E.C. The E.C., in turn, will make recommendations regarding strike sanction for Local Unions to the CWA Executive Board for its approval. Strikes or lockouts in Canada must have the effective recommendation of the President of CWA/SCA Canada.

(e) All Locals shall be eligible to receive strike and lockout funds from the CWA Member Relief Fund and from the CWA Defense Fund, subject to the rules of such Funds. The assets from the TNG-CWA Mobilization and Defense Fund may be used to fund all other traditional expenses allowable from the TNG-CWA Mobilization and Defense Fund, consistent with this Constitution.

SECTION 3. Joint strike votes of Units may be called for by the governing body of the Local or by the Units. Where Units in the employ of a single employer but situated in different Locals vote to strike, the strike may be called by the E.C. subject to the approval of the CWA Executive Board. Strikes and lockouts in Canada must have the effective recommendation of the President of CWA/SCA Canada.

38 SECTION 4. If the governing body of a Local fails to call a strike after approval has been voted in accordance with Section 2 above, the E.C. may, at the request of the Unit or Units involved, call a strike subject to the approval of the CWA Executive Board. In such event it shall name the committee in charge of the strike. Strikes and lockouts in Canada must have the effective recommendation of the President of CWA/SCA Canada.

SECTION 5. (a) The conduct of a strike or lockout shall be vested in the governing body of the Local, except as provided hereinafter and in Section 4 above. The E.C. shall have authority to designate a representative in a Local strike or lockout. TNG-CWA’s representative shall assist and advise the Local bodies governing the strike or lockout and enforce TNG-CWA policy with respect to the disbursement of TNG-CWA Mobilization and Defense Fund monies. The E.C. shall have authority to deny or terminate TNG-CWA benefits to a striking or locked-out Local.

(b) In Canada, upon the effective recommendation of the President of CWA/SCA Canada, the E.C. shall have authority to designate a representative in a Local strike or lockout who shall assist and advise the Local bodies governing the strike or lockout and enforce TNG-CWA policy with respect to the disbursement of TNG-CWA Mobilization and Defense Fund monies. The E.C., which has the authority to deny or terminate TNGCWA benefits to striking or locked out Canadian locals, shall consult with the President of CWA/SCA Canada before making a decision.

SECTION 6. Except when a Local does not ask for financial support by TNG-CWA, the E.C. shall review strike or lockout funds and expenditures, shall require a weekly accounting of previous receipts and expenditures, on standard forms to be furnished by TNG-CWA, shall assure that the rates of strike or lockout benefits and the expenditure of funds provided by or through TNG-CWA are consistent with TNG-CWA policy and Sector Conference action, and after the strike shall audit the accounts of all strike and lockout funds, activities and operations.

SECTION 7. Between E.C. meetings authority under this Article shall be exercised by the President; in case he or she is unavailable, by the Executive Vice President, and if he or she is also unavailable, by the Sector Chairperson, except that no strike shall be disapproved without a poll of the E.C..

ARTICLE XXI Publications

SECTION 1. The official publication(s) of TNG-CWA shall be the Guild Reporter and the Guild website. A print edition of the Guild Reporter shall be mailed to members. It shall be the duty of the Guild Reporter, under the supervision of the E.C., to promote in every legitimate way the policies of TNG-CWA as established in Sector Conference or in a referendum. In addition to being posted on the website all notices shall be printed in the Guild Reporter that is mailed to members, and shall constitute notice to the entire

39 membership and to all others receiving copies of the Guild Reporter, provided, that in the event waiting for the next print edition of the Guild Reporter would delay publication more than thirty (30) days, publication on the website shall constitute notice.

SECTION 2. The Editor of the Guild Reporter shall be appointed by the E.C. which shall set the editor’s salary.

SECTION 3. The Guild Reporter shall be distributed to all members, including associate and retired members, and to all agency fee payers, without additional charge.

ARTICLE XXII Sector Referenda

SECTION 1. The E.C. shall submit to a referendum vote of TNG-CWA membership:

(a) Any matter which the Sector Conference directs;

(b) Any motion, upon its own initiative, proposing a change in TNG-CWA’s Constitution or Sector Conference policy;

(c) Any motion, proposing a change in the TNG-CWA Constitution or Sector Conference policy or the calling of a special Sector Conference submitted by a Local by membership action, and endorsed by membership action by at least twenty percent (20%) or more of the Locals representing twenty percent (20%) or more of the members of the Guild.

SECTION 2. (a) Motions by Locals to submit matters to a Sector referendum shall be mailed to Local presidents and secretaries and printed in the Guild Reporter, with an exact text as furnished to the E.C. by the Locals making these motions, together with the text of the matter sought to be changed, and such motions shall be open for seconds for 60 days after date of mailing. If there are not sufficient seconds, the matter shall be dropped.

(b) Membership in good standing under Section 1 herein shall be as of the first day of the month, computed in accordance with Article XVIII Section 12(a), coinciding with or immediately following the publication date of the Guild Reporter in which the text of the motion appears.

SECTION 3. The ballots to be submitted for the referendum, whether initiated by the E.C. or by Locals, shall state the original text of the matter sought to be changed, and the text of the proposed changes. Space shall be provided for a “for” or “against” vote on such a proposed change.

Any TNG-CWA referendum or election may be conducted by electronic balloting, upon approval of the EC and consistent with governing law. Electronic balloting shall be conducted in accordance with rules adopted by the SERC regarding voter eligibility,

40 referendum notice, secret ballot, and referendum requirements in this Article for paper balloting.

challenge consistent with the

SECTION 4. Whenever a Sector Conference is to be held within three months, no question shall be submitted to a referendum.

SECTION 5. There shall be a Sector Election and Referendum Committee (“SERC”) consisting of seven members of the Guild selected by the Sector Conference in election years. A separate election shall be held in the same Sector Conference to elect four alternates. An alternate shall serve at the call of the chairperson of the SERC when a committee member is not able to participate in deliberations of the committee. The alternates shall be called to serve in the order of the votes they received in the election. All elections and referenda conducted under this Article shall be supervised and conducted by such Committee. Such Committee shall decide all questions and controversies regarding the conduct of the election or referendum or the counting of ballots in accordance with applicable constitutional provisions. Any member or Local aggrieved by a decision of the Committee may appeal to the E.C., and thence to the Sector Conference. Vacancies in the Committee shall be filled by the E.C. and shall serve until replacement can be elected at the next Sector Conference. TNG-CWA shall pay the necessary expenses of such Committee members.

SECTION 6. (a) Membership in good standing for the purpose of referenda (except Sector elections) shall be that in good standing as of any of the following dates: the first day of the month in which the referendum is ordered, or the first day of the month preceding, or the first day of the month following, the date on which the referendum is ordered, as shown by remittances postmarked not later than the 15th of said latter month. Not later than the last day of that month, the Executive Vice President shall mail to each Local, registered or certified mail, return receipt requested, the list of members so determined, together with ballots equal to the number of members on that list. If no members are in good standing, the Local shall be so notified.

(b) In the case of Sector elections, membership in good standing shall be that in good standing in any of the three months preceding by at least 30 days the month of nominations as shown by remittances received not later than the 15 th day of the month preceding of the nominations.

(c) Not later than 15 days after a Sector Conference in which nominations close , the Executive Vice President, under the direction of the SERC, shall mail to each Local, registered or certified mail, return receipt requested, notification of a pending election, including the six day voting period designated by the SERC, along with the list of eligible members so determined. If no members are in good standing, the Local shall be so notified.

(d) The locals shall report in writing to the SERC any protests or alleged inaccuracies with the eligibility list. The local’s response shall be provided by registered or certified mail, return receipt requested, confirmed facsimile or email. Protests regarding voter

41 eligibility with all supporting documentation must be received at TNG-CWA headquarters by not later than the end of business on the thirtieth (30 th ) day following the date of post-marked mailing of the notification of a pending election by the SERC. Protests and documentation received after the deadline shall not be considered. The SERC shall rule on each protest, and in the event the protest is sustained, shall amend the good standing list and forward the amended list to the local.

The SERC shall direct the Executive Vice President to contact any local that has not responded within fifteen (15) days of the mailing of the notification of a pending election regarding the local method of balloting and eligibility list challenges.

(e) In the event a member’s dues and assessments are checked off under Guild contract or have been paid by the member to his or her Local, but remittances for him or her have not been timely received by TNG-CWA, the SERC shall consider his or her eligibility upon receipt of a statement, signed by the Local Treasurer or any two officers of the Local, showing in detail the member’s checkoff status or actual payment and the reason his or her remittances have not been received by TNG-CWA. If the SERC finds that the member is in good standing under Article XIII, Section 4, and Article XVIII, Section 12, and that there is valid reason why his or her remittances have not been received, it shall certify such member as eligible. The statement must be received not later than the 15th day of the last month in which good standing may be determined, except that the Local may upon receipt of the eligibility list provided by Article XXII, Section 6(c), submit further such statements as a part of any Local protest to the eligibility list. All such statements shall be part of the election record.

Only members on the good standing list shall be eligible to vote; except that members not on the good standing list, claiming eligibility to vote, may cast challenged ballots under SERC rules.

(f) The Sector Election and Referendum Committee shall have authority to remove from the list of eligible voters the names of any who have died, or have withdrawn from the Guild, or who have been expelled or dropped from the Guild.

(g) Wherever in Section 6 it is provided that the Executive Vice President shall perform a mailing by registered or certified mail, he/she may, in an emergency, upon consultation with the chairperson of the SERC, transmit the information by some other method appropriate to the circumstances.

(h) This section shall be interpreted and applied liberally to ascertain the actual intent of the voter and the true result of any election, and shall not be interpreted or applied so as to unnecessarily disqualify eligible voters for immaterial irregularity.

(i) The SERC shall have the authority to establish such rules as necessary to carry out the provisions of this Article and related Sector Conference election policies.

(j) Ballots shall be collected for counting no earlier than 90 days from the close of the

42 Sector Conference where nominations occur. In the case of electronic balloting, only ballots cast by the deadline date designated by the SERC shall be counted. In the case of paper ballot elections, only ballots in the SERC designated post office boxes on the date(s) designated by the SERC for collection shall be counted. The SERC, and/or any individuals or entities designated by the SERC, including third party contractor(s), shall open and tabulate the ballots. The SERC shall certify the results, and the election or referendum declared closed. A detailed result of the vote shall be promptly published by the SERC thereafter.

(k) Paper Ballot elections

If the E.C. has not opted for electronic voting the following additional procedures shall apply:

1. No later than 14 days after receipt of the notification of a pending election, locals shall determine and report in writing to the SERC:

i. The method of balloting, which may include:

Ÿ Local in person balloting on specified dates within the six day voting period designated by the SERC, Ÿ Local mailing of ballots to members, or Ÿ SERC mailing of ballots to members.

ii. The dates of in person balloting (if selected). If more than one method of balloting is to be used, the local shall indicate the affected units for each method.

2. Regardless of the paper balloting method used, all balloting shall be by secret ballots mailed to election post office boxes established by the SERC.

3. The SERC shall direct the Executive Vice President to contact any local that has not responded within fifteen (15) days of the mailing of the notification of a pending election regarding the local method of balloting.

4. Within seven (7) days after the close of the protest period, the SERC shall distribute ballots in accordance with the balloting method(s) selected by the local. Any local balloting or mailing of ballots shall be conducted by the Local Elections Committee.

Locals which request that the SERC mail ballots directly to members shall bear the cost of mailing by reimbursing TNG-CWA the cost of postage.

Locals conducting in-person balloting shall utilize dates within a six-day voting period designated by the SERC. Such voting period shall end not less than 21 days prior to the preliminary date set by the SERC for collection of ballots from post office boxes.

In the event the SERC fails to receive a response from a local regarding the chosen method of balloting by the end of the 30 day protest period, it shall directly conduct mail balloting in that local and bill the local for the cost of the mailing.

43 5. At least 20 days prior to the preliminary date designated for SERC collection of ballots, locals conducting elections shall confirm delivery of ballots.

6. If the SERC determines a local has failed to conduct an election or distribute ballots, the SERC shall directly conduct mail balloting in that local and charge the local for all expenses related to balloting.

7. Not later than midnight of the fourth day after the close of the six-day voting period, the Local Elections Committee shall transmit to the Sector Election and Referendum Committee all ballots, valid, spoiled and unused, and all eligibility and voting lists and all other election records other than the official return. After their receipt by the SERC the election records shall remain sealed in their original envelope or other container, which shall be opened solely by the SERC or members of the Committee delegated to perform that function. No later than the fourth day after the date by which such election records must be sent, the Executive Vice President shall notify all Locals from which no election material has been received, by confirmed facsimile or email.

ARTICLE XXIII Amendments

SECTION 1. This Constitution may be amended at any Sector Conference or by referendum, except that Article IX, Section 1, may be amended only by referendum vote.

ARTICLE XXIV CWA/SCA Canada

SECTION 1. This Article contains the core provisions of this Constitution as they relate to CWA/SCA Canada.

SECTION 2. (a) CWA/SCA Canada (formerly called TNG Canada) has constitutional jurisdiction within Canada over all of its constituent Locals under the terms of the Memorandum of Understanding (2006) with the CWA, creating a Canadian Region within the CWA.

(b) TNG Locals in Canada as of Jan. 1, 2007, and media Locals of CWA/SCA Canada organized in the future shall also be Locals of TNG-CWA. CWA/SCA Canada will continue to function as an autonomous body within TNG/CWA with regards to these locals.

(c) Locals outside the media sector under the jurisdiction of CWA/SCA Canada organized after Jan. 1, 2007, shall not be Locals of TNG-CWA, unless the governing councils of CWA/SCA Canada and TNG-CWA so agree.

44 (d) The affairs of CWA/SCA Canada shall be governed by the Merger Agreement of 1997, the CWA Constitution, this Constitution, the Memorandum of Understanding (2006) and the By-laws of CWA/SCA Canada.

(e) CWA/SCA Canada shall work with TNG/CWA to ensure all Canadian locals are in compliance with all their constitutional requirements and obligations to CWA, TNGCWA and the Sector Executive Council.

SECTION 3. (a) The President of CWA/SCA Canada (formerly called Director of TNG Canada) shall sit on the TNG-CWA Sector Executive Council and shall have the right to speak at meetings and be a member of committees but shall have no vote. The President of CWA/SCA Canada shall be elected in accordance with the CWA/SCA Canada bylaws. A vacancy in the position of President of CWA/SCA Canada shall be filled in accordance with the CWA/SCA Canada by-laws and CWA Constitutions.

(b) The President or Executive Vice President of TNG-CWA, or a designate, if neither is available, shall sit on the CWA/SCA Canada Representative Council and be entitled to attend all meetings, where he or she shall be entitled to speak but shall have no vote.

(c) The Canadian regional Vice President on the TNG-CWA Executive Council shall be elected in accordance with Article IX, Section 3. A vacancy in this position shall be filled in accordance with Article IX, Section 4(c).

(d) The President of CWA/SCA Canada shall be the chief spokesperson for the Guild and CWA in Canada. The President of CWA/SCA Canada shall take direction from the Canadian Representative Council and shall be its Chairperson.

(e) CWA/SCA Canada shall have a Sector Vice President nominated at the Sector Conference and elected by members residing in Canada.

SECTION 4. (a) Strikes and lockouts in Canada must have the effective recommendation of the President of CWA/SCA Canada in accordance with Article XX of this Constitution.

(b) Joint strike votes of Units may be called for by the governing body of the Local or by the Units. Where Units in the employ of a single employer but situated in different Locals vote to strike, the strike may be called upon the effective recommendation of the President of CWA/SCA Canada by the E.C. subject to the approval of the CWA Executive Board.

(c) If the governing body of a Local fails to call a strike after approval has been voted in accordance with Article XX Section 2 above, the E.C. may, upon the effective recommendation of the President of CWA/SCA Canada, and at the request of the Unit or Units involved, call a strike subject to the approval of the CWA Executive Board. In such event it shall name the committee in charge of the strike.

45 (d) Upon the effective recommendation of the President of CWA/SCA Canada, the E.C. shall have authority to designate a representative in a Local strike or lockout who shall assist and advise the Local bodies governing the strike or lockout and enforce TNGCWA policy with respect to the disbursement of TNG-CWA Mobilization and Defense Fund monies.

(e) The E.C., which has the authority to deny or terminate TNG-CWA benefits to striking or locked out Canadian Locals, shall consult with the President of CWA/SCA Canada before making a decision.

SECTION 5. (a) CWA/SCA Canada shall supply membership cards to Canadian Locals.

(b) The following resignation rules shall apply in Canadian Locals only: Any offer to withdraw or to resign from membership in the Guild other than for the reasons set forth in Section 14 of Article XIII shall be submitted in writing to the governing board of the Local, together with the reasons, in detail, for such contemplated withdrawal or resignation. The governing board of the Local shall thereupon inquire into the causes and vote on whether such withdrawal or resignation shall be accepted or rejected. Any acceptance shall always be conditioned upon full payment of all financial obligations due and owing to the Guild. Upon the rejection of any offer to withdraw or resign, the membership obligations of the member making such offer shall continue in full force and effect. A member may appeal rejection of his or her resignation to the Local membership. A copy of the offer to withdraw or resign, together with the action taken by the Local thereon, shall be forwarded to the E.C. Such action shall not become final until approved by the E.C.

(c) No resignation or withdrawal may be accepted during a strike or lockout, or at a time when a strike or lockout appears imminent.

46 TABLE A — from Article XVIII, Section 2(c)