Brattleboro Community Television

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	Brattleboro Community Television Bylaws As approved by BCTV Board of Directors and ratified by BCTV Members September 14, 2005 To Contents
	Contents ARTICLE I – NAME OF CORPORATION Section 1: Name Section 2: Place of Business Section 3: Fiscal Year ARTICLE II – PURPOSE Section 1: Purpose Section 2: Prohibited Activities ARTICLE III – MEMBERS Section 1: Class of Membership Section 2: Voting Rights Section 3: Equal Opportunity Section 4: Annual Meeting of Members Section 5: Special Meetings Section 6: Quorum Section 7: Conduct of Meetings ARTICLE IV – BOARD OF DIRECTORS Section 1: Duties and Powers Section 2: Manner of Election Section 3: Number and Qualifications Section 4: Terms of office Section 5: Vacancies Section 6: Removal of Directors Section 7: Resignation Section 8: Leave of Absence Section 9: Compensation Section 10: Loans Section 11: Executive Committee Section 12: Executive Director Section 13: Equal Opportunity ARTICLE V – MEETINGS OF THE BOARD OF DIRECTORS Section 1: Board Business Section 2: Meetings Section 3: Quorum Section 4: Conduct of Meetings ARTICLE VI – OFFICERS Section 1: Election of Officers Section 2: Terms of Office Section 3: Removal of Officers Section 4: Vacancies of Offices Section 5: Resignation of Officers Section 6: Duties of Officers ARTICLE VII – COMMITTEES Section 1: Committees Section 2: Terms of Appointment Section 3: Quorum Section 4: Rules Section 5: Reports Section 6: Vacancies Section 7: Resignation ARTICLE VIII – EXECUTIVE DIRECTOR Section 1: Executive Director ARTICLE IX – INDEMNIFICATION Section 1: Indemnification. ARTICLE X – AMENDMENT OF BY-LAWS Section 1: Amendment of By-Laws ARTICLE XI – DISSOLUTION Section 1: Dissolution Go To Top of Page To Contents
	ARTICLE I NAME OF CORPORATION Section 1: Name 1.1 The name of this non-profit corporation as set forth in the Articles of Association is BRATTLEBORO COMMUNITY TELEVISION, INC. This name shall be used on all official instruments of the corporation. The corporation may use the name BCTV on other than official instruments. Section 2: Place of Business 2.1 The corporation shall have its principal office and place of business at 230 Main Street, Brattleboro in the County of Windham and the State of Vermont. Section 3: Fiscal Year 3.1 The fiscal year of the corporation begins July 1st in each year and ends on June 30th of the succeeding year. Go To Top of Page To Contents
	ARTICLE II PURPOSE Section 1: Purpose 1.1 Brattleboro Community Television, Inc. (BCTV) is a volunteer not-for-profit Vermont corporation formed to facilitate, encourage and promote community involvement in volunteer-produced non-commercial television and to oversee and ensure the contractual and regulatory commitments to public, educational and governmental access of the cable communication system provider for the towns which carry BCTV as one of its access channels. The corporation shall be committed to promoting access to communications media in communities served by BCTV. Section 2: Prohibited Activities 2.1 Said corporation will not engage in any activity not permitted to be carried on by a corporation exempt under Section 501c(3) or by a corporation contributions which are deductible under Section 170c(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law. Go To Top of Page To Contents
	ARTICLE III MEMBERS Section 1: Class of Membership 1.1 Members shall consist of: Subscribers to any cable system which carries BCTV and who have registered as BCTV members during the current membership year. 1.2 Non-subscribers residing in Windham County who have registered as BCTV members during the current membership year and have paid an annual fee. Section 2: Voting Rights 2.2 Only one voting membership may be held by any one individual who qualifies according to Section 1. 2.3 Each member in good standing at least thirty (30) days prior to an annual meeting or special meeting shall be entitled to one vote at such meeting. Section 3: Equal Opportunity 3.1 The corporation will ensure that no individual is discriminated against with regard to membership, services, access to information or any activity of the corporation because of race, creed, national origin, sex, age, sexual preference, religious belief, physical challenges, developmental challenges, political belief or economic status. Section 4: Annual Meeting of Members 4.1 The members shall conduct corporation business and elections for the Board. Any proper business of the corporation may be transacted at the Annual Meeting without prior notice having been given. 4.2 The annual meeting of members shall be held at the office of the corporation or at such other place as may be designated in the call, on the third Weesday in September. 4.3 In the event that the annual meeting shall fail to take place at the time so designated, a subsequent meeting may be held to be designated as the postponed annual meeting (having full authority of the annual meeting.) 4.4 Notice of the annual meeting shall be given thirty (30) days in advance. Announcement shall be made on the television channel and in the local newspaper. Section 5: Special Meetings 5.1 A special meeting of the members shall be called by the president or the secretary within thirty (30) days upon written request of any five (5) Board members, or a signed petition of one percent (1%) of the members. The call for such Special Meeting shall contain a statement of purpose. 5.2 Notice of Special Meeting shall be given no less than 72 hours in advance. Section 6: Quorum 6.1 A quorum is defined as a majority of BCTV community members or at least twenty BCTV community members, whichever is smaller. Section 7: Conduct of Meetings 7.1 Robert’s Rules of order, Revised shall govern the conduct of all meetings of the members of the corporation, except where the same shall be in conflict with the law or these by-laws. Go To Top of Page To Contents
	ARTICLE IV BOARD OF DIRECTORS Section 1: Duties and Powers 1.1 The Board of Directors shall have general control and management of the affairs, business and property of the corporation. 1.2 Definitions: "Corporation" – BCTV. "Director" – any member of the BCTV Board of Directors. "At-Large Director" – a Board member elected by the membership of BCTV. "Appointee" – A Board member designated to represent one or more of the municipal authorities served by BCTV. 1.3 The Directors, when convened in a properly warned meeting and with a quorum, shall act as the Board to transact any lawful business of the corporation. Section 2: Manner of Election 2.1 Seven At-Large Members shall be elected by a plurality vote at the annual meeting of BCTV members. In addition, there may be up to six Appointees representing the towns served by BCTV. Section 3: Number and Qualifications 3.1 The Board of Directors shall consist of a minimum of nine (9) seats and a maximum of thirteen (13) seats. A member of the board must be at least 18 years of age and be a member of BCTV. Section 4: Terms of office 4.1 The elected Directors shall serve for a term of three years from the date they take office, except when filling a vacancy for an un-expired term. Terms for elected members shall be limited to 2 consecutive full terms, plus any partial term, if served. Terms for appointed members shall be as determined by their respective Selectboards. Section 5: Vacancies 5.1 If an At-Large Board seat is vacated 90 days or less prior to the Annual Meeting of the BCTV members, at the annual meeting the BCTV Members shall elect a replacement by plurality vote to fill the vacated seat for the remainder of the original term of election. At other times of the year, the Board shall elect a replacement for the vacated seat by 2/3 vote from candidates presented to the Board's Nominating Committee by BCTV members or by Directors. Such Board-elected replacements shall serve only until the subsequent BCTV members' Annual Meeting, at which time the members shall fill the seat by plurality vote. Vacancies of an appointed director shall be notified to the town they represent. Section 6: Removal of Directors 6.1 A Director may be suspended from the Board, with or without cause, by an affirmative vote of 2/3 of the Board of Directors. During suspension, that Director may only attend Board meetings when invited by the President. A suspension may be lifted by 2/3 vote of the Board at any subsequent regular or special meeting of the Board. A suspension not lifted after two regular Board meetings shall become a removal from the Board, effective at the end of the second regular Board meeting following the suspension. At any meeting following suspension, the Board may by 2/3 affirmative vote lift the suspension or remove the member from the Board. Failure of a Board member to participate in 3 consecutive Board meetings may be grounds for removal from the Board. 6.2 Board members shall be removed from the Board for proven gross misconduct or misappropriation of funds, and appropriate authorities will be notified. Section 7: Resignation 7.1 Any director may resign his or her office any time, and such resignation shall be submitted in writing to the President. This letter will be acted upon at the next Board meeting. Section 8: Leave of Absence 8.1 The Board may grant a leave of absence to a Board director. Section 9: Compensation 9.1 No director shall be compensated for their services as a director of the Corporation. Any director may, if authorized by the Board of Directors, be reimbursed for necessary expenses for Board-related activities. Under no circumstances may a Board member be an employee of the Corporation. 9.2 Contracted labor or services for the Corporation may not be performed by a Board member, or his or her company, without Board authorization. Section 10: Loans 10.1 The Corporation shall make no loans to its directors or officers. Section 11: Executive Committee 11.1 The Board may create an Executive Committee of the Board’s officers to act on its behalf. The Board at its next meeting shall approve all actions of the Executive Committee. Section 12: Executive Director 12.1 The Board may hire an Executive Director who shall serve as the chief administrative coordinator in charge of daily activities of the Corporation, serving as an ex-officio non-voting member of the Board. Section 13: Equal Opportunity 13.1 The Board will ensure that no individual is discriminated against with regard to membership, services, access to information or any other activity of the Corporation because of the race, creed, national origin, sex, age, sexual preference, religious belief, physical challenges, developmental challenges, political belief or economic status. The Board shall be committed to promoting access to all media for all persons. Go To Top of Page To Contents
	ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS Section 1: Board Business 1.1 The Board of Directors shall meet for the transaction of any business at regularly scheduled meetings, special meetings and/or annual meetings. Section 2: Meetings 2.1 Annual Meeting: The regular meeting scheduled for the month of September shall be known as the Annual Meeting. The annual meeting shall be held for the purpose of electing Directors, and for the transaction of such business as may come before the meeting. The annual meeting of the Board of Directors shall follow the annual meeting of the members of the Corporation. 2.2 Regular Meetings: The Board will meet monthly. The day of the month shall be set at the annual Board meeting. 2.3 Special Meetings: The president may call Special meetings of the Board of Directors at any time. The president must, upon written request of any five (5) directors, call a special Board meeting to be held not more than fourteen (14) days after the receipt of such a request. 2.4 Place of Meetings. The Board of Directors may hold its meeting at such place as may be designated in the notice of any such meeting. 2.4 Warning: All meetings of the Board of Directors shall be warned in three public venues, at least twenty-four (24) hours in advance of the meeting. Section 3: Quorum 3.1 At any Board meeting, a majority of Board members will constitute a quorum. Likewise, at any meeting of a Board committee, a majority of committee members will constitute a quorum. In the absence of a quorum no binding business may be conducted. However, should a quorum not be present, the members present may reschedule the meeting to some future time, not more than seven (7) days later. Section 4: Conduct of Meetings 4.1 Robert’s Rules of Order, Revised shall govern the conduct of all meetings of the Board of Directors and its various committees, except where the same shall be in conflict with the law or these by-laws. Go To Top of Page To Contents
	ARTICLE VI OFFICERS Section 1: Election of Officers 1.1 The officers of the corporation shall consist of a President, Vice President, Secretary and Treasurer No person may hold more than one office at the same time. The officers shall be elected annually by and from the Board of Directors, at the first meeting after the annual meeting of the members. No member of the Board of Directors can be elected President of the corporation unless he or she has been a member of the Board for one year. Section 2: Terms of Office 2.1 Officers shall serve one-year terms, and their service in one office shall be limited to three consecutive terms. After three consecutive terms in one office, they shall not be elected to serve in the same office except after an interval of one year. 2.2 The terms of office for the officers shall commence with the first Board meeting following the annual meeting and shall conclude at the first Board meeting following the next Annual Meeting. Section 3: Removal of Officers 3.1 An officer may be removed from his or her office with or without cause by an affirmative vote of a two-thirds majority of the Directors. Section 4: Vacancies of Offices 4.1 Any vacancy in any office shall be filled promptly, for the unexpired term, either at a regular meeting or a meeting specially called for that purpose. Section 5: Resignation of Officers 5.1 Any officer may resign their office at any time. Such resignation is to be made in writing and to take effect immediately without acceptance. Section 6: Duties of Officers 6.1 The duties and powers of the officers of the corporation shall be as follows and shall thereafter be set by resolution of the Board of Directors from time to time. 6.2 President: The president shall be the principal Executive Officer of the Corporation, shall preside at all meetings of the Board of Directors and the Executive Committee, if any, and shall, in general, supervise and control all of the business and affairs of the corporation. He/she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has to authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed and executed. He/she shall, in general, perform all duties incidental to the office of the President and such other duties as may be prescribed from time to time by the Board of Directors. 6.3 Vice-President: During the absence or incapacity of the President, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the responsibilities of the office of President. Otherwise, or in addition, the Vice-President shall perform such other duties and functions as the Board of Directors may from time to time prescribe. 6.4 Treasurer: The Treasurer shall serve as the Chief Financial Officer. He/she shall oversee the corporation books and records of accounts and shall ensure that annual reports of the books and records of accounts are made to its members and to supervising tax authorities. 6.5 Secretary: The Secretary shall be responsible for receiving and sending all communication to and from the Corporation, attending all meetings of the members and of the Board of Directors, preserving in the books of the Corporation true minutes of the proceedings of all such meetings, giving all notices and reports required by statute, by-laws, or resolution, and performing such other duties as may be delegated by the President of the Board of Directors. Go To Top of Page To Contents
	ARTICLE VII COMMITTEES Section 1: Committees 1.1 The Board of Directors may, from time to time, by resolution of a majority of the directors in office, create and dissolve committees, as the Board deems desirable. Such committees shall consist of not less than two Board members and shall contain fewer Board members than a quorum of the Board. Committee membership and powers shall be set forth in the Board’s resolution creating them, subject to the limitations provided by law. 1.2 Committees of the corporation may include, but are not limited to the following. 1.2a: Executive Committee: The Executive shall consist of the President, Secretary, Vice-President and Treasurer of the Board. The President shall be the chairperson of the Executive Committee. Meetings of the committee shall be called by the President, and can act on matters as directed by the Board or as arise out of necessity between regular Board meetings. 1.2b: Finance Committee: The Finance Committee shall consist of the Executive Director and not less than three Board members, one of whom shall be the Treasurer of the Corporation. It shall make recommendations to the Board of Directors in regard to general financial policy, and develop and submit the Annual Operating Budget for approval. 1.2c: Equipment Committee: The Equipment Committee shall include the Executive Director, and shall as necessary evaluate the equipment needs of the organization and make capital equipment budget and purchase recommendations to the Board. 1.2d: Personnel Committee: The Personnel Committee shall formulate job descriptions for the corporation personnel and amend such descriptions as necessary. The Personnel Committee shall also review and evaluate personnel practices, salary ranges, benefits and other related personnel matters. The committee shall conduct performance reviews of the Executive Director and submit its findings to the Board. 1.2e: Nominating Committee: The Nominating Committee shall consist only of members of the Board of Directors, and shall nominate any and all candidates for election as Directors and Officers. The nominating committee shall maintain a record of the names of all Directors and their terms of office. 1.2f: Membership Committee: The Membership Committee shall develop and recommend strategies for developing a broad-based membership for the Corporation. The Membership Committee shall recommend to the Board categories of membership and the annual fees for each category. 1.2g: Policies and Bylaws Committee: The Policies and Bylaws Committee shall consist only of members of the Board of Directors, and shall review and recommend any changes to existing organization policies and Bylaws. Section 2: Terms of Appointment 2.1 Committee members shall be appointed by the President of the Board at the first meeting following the Annual Meeting. Each member of a committee shall serve for one year and until such member is replaced or reappointed. A committee member may be removed prior to the end of his/her term of appointment by motion of the Board. Section 3: Quorum 3.1 Refer to Article V, Section 3. Section 4: Rules 4.1 Each committee shall be provided a set of guidelines by the Board of Directors and may adopt rules for its own government not inconsistent with these Bylaws, or with the guidelines provided by the Board of Directors. Section 5: Reports 5.1 The chairperson of each committee may report at each board meeting and a written annual report of the preceding fiscal year shall be prepared by the chairman of each committee and shall be submitted to the Board of Directors. Section 6: Vacancies 6.1 Vacancies in membership of any committee may be filled by appointment by the President of the Board. Section 7: Resignation 7.1 Any member of any committee may resign from the committee by submitting a written notice with the Secretary of the Board of Directors. Go To Top of Page To Contents
	ARTICLE VIII EXECUTIVE DIRECTOR Section 1: Executive Director 1.1 The Board of Directors shall appoint an Executive Director. The Executive Director shall have the authority and responsibility to manage and operate the corporation’s affairs in accordance with the general policies and directions specified by the Board of Directors. 1.2 He/she shall hire, fire and supervise the daily operations of the employees of the corporation, and conduct an annual staff performance review submitted to the Board at each March meeting, He/she shall have such additional authority and duties as the Board of Directors may prescribe. 1.3 The Executive Director, in his/her duties, shall be supervised by a member of the Board, as designated by the Board. 1.4 The Board of Directors shall negotiate a contract with the Executive Director specifying salary, initial term of service, renewal, and other provisions as appropriate. 1.5 The Executive Director shall not be deemed an officer of the Corporation. The Executive Director shall serve as an Agent of the Corporation, including responsibility for public, governmental and educational access. Go To Top of Page To Contents
	ARTICLE IX INDEMNIFICATION Section 1: Indemnification 1.1 The Corporation shall indemnify any and all of its present, former and future directors and officers and their heirs, executers and administrators of any such director or officer against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceedings in which they, or any of them, are made parties by reason of being or having been directors or officers of the Corporation, except in relation to matters as to which any such director or officer shall be adjusted in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance or duty. The Corporation shall also indemnify them for any liability arising out of judgment in or settlement of any such action, suit or proceeding. In the event of a settlement of any such action, suit or proceeding, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified did not commit a breach of duty by gross negligence or misconduct. The indemnification provided by this paragraph shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement or otherwise. Go To Top of Page To Contents
	ARTICLE X AMENDMENT OF BY-LAWS Section 1: Amendment of By-Laws 1.1 These by-laws may be emended, altered, changed, added to, or repealed by the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting of the Board and by the affirmative vote of two-thirds of the members present at any annual or special meeting of the members or by mail ballot to all voting members, provided that notice of the proposed amendment, change, addition, or repeal is contained in the warning of the meeting or ballot issue. If mail ballot decision is chosen as the ratification method, discussion of the proposed changes at a regular or special meeting of the Board shall be warned to the members in advance of the ballot mailing, with such discussion open to the general membership. Go To Top of Page To Contents
	ARTICLE XI DISSOLUTION Section 1: Dissolution 1.1 Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation to such institutions or for such charitable, educational or religious purposes as shall at the time qualify as an exempt organization for organizations under Section 501c(3) of the Internal Revenue Code of 1954, as the Board of Directors shall determine. Go To Top of Page To Contents