FRIENDS OF
COMMUNITY MEDIA BYLAWS
Sec. 1 The principal office of the Corporation in
the State of
ARTICLE II –
STATEMENT OF PURPOSE
Sec.
1 Friends of Community Media (
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
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
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
ARTICLE
V--MEMBERS
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
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
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
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.
ARTICLE
VII—OFFICERS
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.
ARTICLE XII--AMENDMENTS
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____ .