FRIENDS
OF COMMUNITY MEDIA BYLAWS
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
ARTICLE
II – STATEMENT OF PURPOSE
Sec.
1 The Friends
of Community Media is a public benefit corporation, organized exclusively for
charitable and/or educational purposes. The purpose of the organization is to
preserve and/or perpetuate citizen media
including
community radio to serve the
Sec.
2 The Friends of Community Media
seek
to preserve and enhance the broadcast and print coverage of a variety of musical forms, ethnic and world music, traditional
and experimental music; literary arts, including poetry, prose, theater and
comedy. An emphasis will be on local artists, musicians, and performers.
Sec. 3
Friends of Community Media
also seeks to preserve and enhance the
broadcasting of news of local, national, and international affairs, which is
not reported or not fully reported, public affairs programs that address issues and
needs of communities we serve, including programs of interest to the public
such as scientific frontiers, ethical, social, and cultural issues, and
community services available to serve the Kansas City community.
Sec.
4 Friends of Community Media seek to promote forums
for various groups and individuals so that diverse racial, ethnic, gender, and
other minority groups will be represented and to enable citizens to create
their own media and influence existing media;
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. Members shall have the power to designate other classes,
as they deem necessary, through changes in the by-laws.
Sec.
2. The membership committee shall be a standing
committee which shall establish specific criteria for membership in
the corporation and shall be composed of five members
plus a representative selected by and from the board of directors. The membership committee shall be elected by
the membership. Such membership criteria shall be based upon a
reasonable amount of service to the corporation and the
committee shall recognize the
diverse ways of contributing to the corporation.
Sec.
3. Any person interested in becoming a member of
the corporation shall submit an application to the membership committee in a
form approved by the membership committee. Applications shall be
submitted to and held by the secretary (or secretary-treasurer) of the corporation.
Minutes shall be kept of membership committee meetings. These minutes shall be
appended to minutes of meetings of the board of directors.
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. Any person who wants to become a
member shall have contributed work on a consistent basis to the corporation.
Sec.
3. At any duly constituted meeting of the
membership committee, the membership committee shall, as needed, present to the
membership the application(s) of prospective new members. Said candidates for
membership shall be presented to the membership to be approved for membership
by a majority of the members present. Members shall continue to contribute
regular service to the corporation. Good standing means
that annual dues have been paid and continuing work for the corporation has
occurred bestowing on an individual the right to vote at official meetings.
If a member has not participated and/or
paid his/her annual dues for a year, his/her name will be automatically removed
from the membership roles without prejudice at the next scheduled annual
meeting. Any person affected will be so
notified in writing by the secretary of the corporation At the beginning of the
next fiscal year, an individual is welcome to rejoin Friends of Community Media
at a later date if s/he so chooses.
Annual
dues
for a particular year may be paid at any time during the fiscal year of the
corporation up until the close of the annual meeting of the next fiscal year.
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 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 meetings of the members shall be held
at least twice a year every (6) months.
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 no
less than five and no more
than eleven directors. At the regularly
scheduled membership meeting taking place immediately before the annual meeting
the number of board members to be elected for that year will be determined by a
vote of the members. All directors shall be elected by the membership, and a
majority of the members of the board shall be elected from the membership. In each odd numbered year, half plus one of
the members of the board shall be elected, with the remainder of the board
being elected in the following even numbered year. Each member of the board of directors
shall serve for a term of two years, and may be elected to no more than two
consecutive terms.
Sec.
3. Employees of the corporation
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 in accordance with a contract or 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 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.
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
may determine.
Sec.
7. Notice of any special meeting of the board of
directors shall be given at least two days previously thereto by written notice
delivered personally, faxed, sent by mail or telegram, 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 in a sealed envelope, so addressed,
with postage pre-paid thereon. If notice
is given by telegram, or email
such notice shall be deemed to be delivered when the telegram is delivered or 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 shall
constitute a quorum for the transaction of business at any meeting of the board;
but if less than a quorum of the directors are present
at any meeting, the majority of the directors present may adjourn the meeting,
to another time.
Sec.
9. The act of a majority of directors present at
a meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by law or by these by-laws.
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. If
the time of an uncompleted term being filled by a new individual is less that
half of what that term would be, the new person filling it will be allowed to
run for two more terms and not be affected by the term limitation of 2
terms. If the uncompleted term to be
filled is half or more time of what the term should be, the person filling it
will be only allowed to run for one more term consecutively.
Sec.
11. Directors, as such, shall not receive any
salary for their services nor shall they be eligible to derive any income from
any operations of the corporation. However, by prior resolution of the board of
directors, the board may reimburse a director for doing business on behalf of
the corporation.
Sec.
12. Any member of the board of directors who
fails to attend more than two consecutive regularly scheduled board meetings,
shall be subject, at the third consecutive meeting, to replacement as a member
of the board, unless the board shall accept good written reason and accepted by a vote of a
majority at a board meeting with a proper quorum for such absence.
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 more
vice chairperson(s),
secretary, and treasurer or secretary-treasurer. No person shall hold more than
one office at one time. All officers
except the secretary and treasurer (or secretary-treasurer) must be members. The board of directors may appoint an
assistant secretary and treasurer (or secretary-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 or secretary-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 convenient thereafter, pursuant to a resolution of the board of directors.
Sec.
2. The annual meeting of the board of directors
shall be held as soon as possible after the annual meeting of members.
Sec.
3. At the annual meeting, the members shall
elect members of the board of directors in place of those whose terms are about
to expire.
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.
Meetings may be held over conference call or the Internet if
proper notification has been given and all members have access to proper phones
and/or computers.
ARTICLE
IX--FISCAL YEAR
Sec. 1 The fiscal year
shall be July 1 through June 30 or as otherwise fixed from time to time by the
board of directors.
ARTICLE
X--BOOKS AND RECORDS
Sec.
1. The secretary of
the board of the corporation shall keep correct and complete
books, records, and reports of the accounts and
shall also keep minutes of the proceedings of the board of directors and
committees having any of the authority of the
board of directors. The
records and corporate seal will be kept by the secretary of the corporation and
passed on at each election to the new secretary.
ARTICLE
XI--SEAL
Sec. 1 The corporate seal
of the corporation shall bear its full correct name, arranged in the outer edge
in a circular form. The words
"corporate seal" and "
appear on the seal. The
corporate seal shall be kept by the secretary of the board of directors
The
official documents of record of the corporation including minutes and financial
reports shall be imprinted/embossed with the corporate seal and filed in a
designated location for the record.
ARTICLE
XII—NOTICE
Sec.
1. Whenever any notice is required to be given
under the provisions of
ARTICLE
XIII--AMENDMENTS
Sec.
1. The by-laws may be altered, amended, or
repealed by the affirmative vote of the majority of the members of the corporation at
a duly constituted meeting.
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 or an acting secretary at the next scheduled member meeting, and
also read at the next member meeting and voted on after the second reading.
I
__________________________, Secretary and __________________________, Chair
Thomas Klammer Thomas
M. Crane
Certify that these
are the correct bylaws approved by the membership at an official members
meeting of Friends of Community Radio on
SEAL