Fragments from a letter from W.L.S. TRIVETT Q.C.
Barrister and Solicitor
27 Front St. N.
Orillia, Ontario
November 30th, 1977

Note: Mr. Trivett constructed Trent Radio's Letters Patent and
      First By-Laws


John K. Muir
230 Dublin Street, Apt #3
Peterborough, Ontario

Dear Mr. Muir:

          Re: Trent Radio Limited[sic];  our file #2584

. . . Censure is a concept which is not recognised under The
Corporations Act . . . . In the corporate world, it is accepted
that the membership chooses a Board of Director who are
responsible persons, and the Board of Directors run the
operation. I have never known a corporation with which I am
connected to have had occasion to remove a director, and
certainly "censure" is not used as a means of attacking a program
which you do not like yourself. These aspects are, doubtless part
of the growing up stage of young people at university, creating a
turn over in membership and control not uncommon to other
membership organizations.

    Similar problems are created by the proposed requisitioning
of meetings by members, which is provided for in Section 325 of
the Act, . . . . [Regarding the suggestion] that someone other
than the president or the chairman of the Board act as chairman
or a meeting, presumably to ensure a fair vote. There is no
concept in the Act that you will do anything but ensure a fair
vote, and, finally, set up a committee to manage the station[sic]
which is other than under the direct authority of the Directors.

    In law, the Directors set policy and select officers to
manage. The Directors may appoint committees of the Board. They
report to the Board and are responsible to the Board, which is in
turn, responsible to the membership. In membership organizations
the officers may be elected directly by the membership rather
than by the Board, and we have so provided. That does not make
them not responsible to the Board. As far as I can see, if you
wish to use the limited liability corporate structure, the Board
must be the governing body.

    You will appreciate, of course, that in most corporations,
the delegation of all managerial responsibility to the President
and those whom she employs or appoints, is total, and it is only
policy issues which are brought back to the Board. The fact that
the Board does not deal with day-to-day issues does not mean they
are not responsible for them. Doubtless, the problem that you are
going to face is that you will have to re-educate every
generation of students [or new members] to the concept of
corporate responsibility of the Board of Directors, including the
obligation which a Board of Directors has not to interfere with
the day-to-day activity -- if for no other reason than because
you cannot operate by committee, unless the committee is going to
be in session substantially all of the time.

                        Transcribed by, JK Muir;
                            January 7th 1986