FRIENDS OF COMMUNITY MEDIA BYLAWS (approved 8/12/17)
Sec. 1 The principal office of the Corporation in the State of Missouri shall be in the County of Jackson. The corporation may have such other offices, either within or without of the State of Missouri, as the board of directors designates, or as the business of the corporation may require from time to time.
ARTICLE II – STATEMENT OF PURPOSE
Sec. 1 Friends of Community Media (FCM) is a public benefit corporation, organized exclusively for non-partisan advocacy and educational purposes. The purpose of the organization is to preserve and/or perpetuate citizen media including broadcast, Internet, ad print media. “Citizen Media” refers to the ways in which people can become participants in the different types of media. FCM further seeks to promote accountability in all media forms
Sec. 2 Friends of Community Media seeks in part to preserve and enhance broadcast, print, and electronic coverage of a variety of artistic forms.
Sec. 3 Friends of Community Media also seeks to preserve and enhance the dissemination of news of local, national, and international affairs, which are not reported or not fully reported, and public affairs issues that address issues and needs of communities we serve.
Sec. 4 Friends of Community Media seeks to promote diversity in the media, so that diverse racial, ethnic, and gender groups will be represented; and supports citizens to create their own media and influence existing media; and to promote diversity in media ownership and in local media coverage. Media include television, print, radio, Internet, and other electronic media.
ARTICLE III.–AFFIRMATIVE ACTION
Sec. 1 The corporation shall not discriminate against any person or group of persons for reasons of race, sex, age, ethnic background or national origin, religion, sexual orientation, or handicap.
ARTICLE IV—MEMBERSHIP AND MEMBERSHIP COMMITTEE
Sec. 1 Classes of members: The membership of the corporation shall have one class of members.
Sec. 2 The membership committee shall be a standing committee chosen by the membership. In the absence of a membership committee the entire FCM board shall act as the committee. The membership committee shall establish specific criteria for membership in FCM. Minutes shall be kept of membership committee meetings, and shall be appended to the minutes of the FCM board of directors.
Sec. 3 The membership committee shall be composed of three members consisting of at least two-non-board members. Any person interested in becoming a member of the FCM shall submit a completed approved membership form to the secretary of the corporation and shall be retained in the FCM Corporation’s repository of official records in the office of record of the corporation.
Sec. 1 Membership shall be composed of qualified persons chosen in a manner provided herein below.
Sec. 2 Candidates for membership shall affirm and act in compliance with the mission statement of the corporation as stated above.
Sec. 3 To retain voting rights as a member during a particular year, a person must be considered in “good-standing” before that year’s annual meeting. “Good standing” means that annual dues have been paid and continuing work for the corporation has occurred both of which bestow on an individual the right to vote at official meetings. Dues must be paid on or before the date of the annual meeting for the upcoming year. Membership runs from year to year from the date of the annual meeting until the date of the next annual meeting.
Sec. 4 Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Sec. 5 A majority of the membership may suspend or expel a member for cause, after an appropriate hearing at a regular or special meeting of the membership. Such expulsion or termination of any member’s status must be handled in accordance with adopted procedures and state law.
Sec. 6 Any member may resign by filing a written resignation with the membership committee.
Sec. 7 One half (50%) of the members plus one must be present at a member meeting to constitute a quorum. The act of the majority of the members present at a meeting at which there is a quorum shall be an act of the members unless a greater portion is required by the general Not-For-Profit Corporation Law of the State of Missouri, the Articles of Incorporation, or other provisions of these by-laws.
Sec. 8 Meetings of members shall be held at such place in the Kansas City Metropolitan Area, as the members may, by resolution, from time to time provide, and which may be at the principal office of the corporation. In the absence of such a provision, the members shall meet at the principal office of the corporation.
Sec. 9 Regular member meetings of the members shall be held at least four times a year.
Sec. 10 Special member meetings may be called by the board or by one quarter of the membership. Written or printed notice stating the place, day and hour, and the purpose or purposes for which the meeting is called shall be delivered to the membership not less than five or more than 25 days before date of the meeting, either personally, by mail, or by email to each person entitled to a vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at her/his address as it appears on the records of the Corporation, with postage paid thereon.
Sec. 11 The membership chairperson shall be elected at the annual meeting. The corporation secretary or a designee by members shall be responsible for taking minutes, the corporation secretary is responsible for keeping official copies.
Sec. 12 The presiding membership chairperson shall serve for one year, and may not serve more than two consecutive years as membership chairperson. In the absence of the chairperson at any membership meeting, the members attending shall select another person to preside over that same meeting. The membership chairperson shall sit ex-officio without vote on the board of directors.
ARTICLE VI–BOARD OF DIRECTORS
Sec. 1 The property and business of the corporation shall be managed and controlled by the board of directors. The outgoing board of directors shall provide financial accounting of the corporation to the incoming board of directors after each election of a new board at the annual meeting of the corporation.
Sec. 2 The board of directors shall consist of seven directors, four directors in even years and three directors in odd years. The board of directors shall be elected by the members at the regularly scheduled annual membership meeting which shall take place immediately before the annual board of directors meeting. Each member of the board of directors shall serve for a term of two years.
Sec. 3 Employees of the corporation and outside independent contractors are not eligible to be elected to the board of directors as long as they are employees of the corporation. Employees of the corporation shall be encouraged to attend board meetings and have a place on the agenda, when appropriate, but shall have no voting rights. Employees of the corporation serve at the pleasure of the board.
Sec. 4 Regular meetings of the board of directors shall be held at least quarterly, with the first meeting of the new board to be held as soon as possible in April following their election to the Board by the members at the annual members meeting. The board may provide, by resolution, the time and place for holding additional regular meetings.
Sec. 5 Meetings of the board of directors shall be open to all members of the corporation. The board shall provide for a comment period by members at board meetings. The board may close portions of board meetings to discuss sensitive matters or issues, or personnel matters. Minutes shall be provided to members.
Sec. 6 Special meetings of the board of directors may be called by or at the request of the chairperson or any two directors, and shall be held at the principal office of the corporation or at any such other place as the directors or chairperson may determine.
Sec. 7 Notice of any special meeting of the board of directors shall be given at least five days previously thereto by written notice delivered personally, faxed, sent by mail or postcard, or by email to each director at her/his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered, when deposited in the U.S. mail , so addressed, with postage pre-paid thereon. If notice is given by email such notice shall be deemed to be delivered when the email is sent. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of the notice requirement of such meeting
Sec. 8 The majority of the board of directors plus one shall constitute a quorum for the transaction of business at any meeting of the board.
Sec. 9 The act of 50% plus one of directors present at a meeting shall be the act of the board of directors.
Sec. 10 Any vacancy occurring on the board of directors shall be filled within ninety (90) days by a special election by the board of directors. A director elected to fill a vacancy shall serve for the unexpired term of the predecessor in office.
Sec. 11 Directors shall not receive any salary for their services nor shall they be eligible to derive any income from any operations of the corporation. Board members, subject to the approval of a majority of the remaining board members, shall be reimbursed for expenses incurred on behalf of the corporation.
Sec. 12 Any member of the board of directors who without excuse deemed valid by the majority of the board, who fails to attend more than two consecutive regularly scheduled board meetings, shall be subject to replacement at the next regularly scheduled board meeting. Removal shall require a majority of five of the remaining directors.
Sec. 13 Any member of the board of directors is subject to recall for cause by a vote of the members of the corporation. In order to initiate a recall vote, a petition shall be drawn stating at its head that it is a recall petition, stating the name of the board member to be recalled, and stating the reason(s) for initiating the recall petition. To have any effect, the recall petition must be signed by one-third plus one of the members of the corporation. The petition shall then be submitted to the chair of the membership committee and the secretary of the corporation for verification of the proper number of signatures. When the signatures on the recall petition are verified as having met the minimum number required, the membership committee shall call a meeting of the members of the corporation to be held within 30 days for the purpose of voting on the recall petition. For passage of the petition to recall the member of the board of directors, a majority of two-thirds plus one of the membership of the Corporation is required. Upon passage of the petition, the member of the board of directors named in the petition shall no longer be a member of the board and shall be notified by the secretary of the corporation of the action by the members. If the secretary of the corporation is the individual being subject to recall, the secretary must temporarily step down, and a temporary secretary be elected by the board until the matter is resolved.
Sec. 1 The board of directors shall choose the following officers of the corporation: a chairperson, one or two vice chairperson(s), secretary, and treasurer. If two vice chairs are elected, one shall be designated as the first vice chair. No person may hold more than one office at one time, except that one board member may serve as both secretary and treasurer. All officers of the board shall be elected members of the board of directors. The board of directors, in its discretion may appoint an assistant treasurer.
Sec. 2 The chairperson shall preside over all board meetings, generally manage the affairs of the corporation, and authorize people to act in behalf of the corporation.
Sec. 3 In the absence of the chairperson, the first vice-chair shall act in her/his behalf, presiding over the meetings and managing the affairs of the corporation.
Sec. 4 The treasurer and the chairperson, or in the absence of the chairperson, the first vice-chair shall, with board approval, have the authority to enter into any contract or execute any instrument in the name of and upon behalf of the corporation, provided however, that any document executed must have the signatures of the treasurer and the chair. All contracts must be reviewed and ratified by the board.
Sec. 5 The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. New offices may be created and filled in any meeting of the board of directors. Each officer shall hold office until her/his successor has been duly qualified and elected.
Sec. 6 Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgement the best interests of the corporation would be served thereby.
Sec. 7 The vacancy in any office, because of death, resignation, removal, disqualification, or any other reason, may be filled by the board of directors for the unexpired portion of the term.
ARTICLE VIII–MEETINGS AND ELECTIONS
Sec. 1 The annual meetings of members shall be held on the first Monday in April of each year, at the principal office of the corporation, or at such other place as is designated. If for any reason it is not then and there held, it shall be held as soon as possible in the month of April.
Sec. 2 The annual meeting of the board of directors shall immediately follow the annual meeting of the members.
Sec. 3 At the annual meeting, the members shall elect members of the board of directors whose terms are expiring.
Sec. 4 Members shall not vote by proxy. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
ARTICLE IX–FISCAL YEAR
Sec. 1 The fiscal year shall be January 1 to December 31.
ARTICLE X–BOOKS AND RECORDS
Sec. 1 The treasurer of the board of the corporation shall keep correct and complete financial records and reports of the corporation’s accounts and shall provide reports to the board during meetings which will be added to the minutes kept by the secretary of the corporation. The records of the treasurer of the corporation shall be passed on to the new treasurer as elected. Records shall be kept at the corporate office of record.
Sec. 2 The secretary of the board of the corporation shall keep correct and complete minutes of the proceedings of the board of directors and committees having any of the authority of the board of directors. The records will be kept by the secretary of the corporation and passed on at each election to the new secretary. Minutes shall be kept at the corporate office of record and passed on to a new secretary as elected.
ARTICLE XI—WAIVER OF NOTICE
Sec. 1 Any director or member who is entitled to a notice of a meeting or a hearing shall waive their notice required with their attendance at the meeting or hearing or may waive this by notice by doing so in writing.
Sec. 1 The by-laws may be modified through the amendment process outlined in Article XII, Section 3.
Sec. 2 An amendment to the by-laws may only be proposed by a member of the corporation.
Sec. 3 These by-laws may be amended only when a proposed by-law change is submitted in writing to the secretary, copies are made and distributed to the members, and the proposed by-law change is read by the secretary, the chairperson or any other officer of the corporation at the next scheduled member meeting, and also read at the next member meeting and voted on after the second reading.
I ___Spencer Graves________, Secretary and ____Thomas M. Crane_____, Chair
Certify that these are the correct bylaws approved by the membership at an official
member’s meeting of the Friends of Community Media on _________8/12/17____ .