Bylaws of Public Radio for the
Amended May 8, 2003
Article I: Name and Purpose
Public Radio for the
"Corporation") is a
community access radio entity created by and for
its members to provide diverse
and innovative programming which reflects the concerns and interests of the
communities it serves.
The Corporation is organized
as a private, non-governmental Corporation under the laws of the State of
To that end, the Corporation
is empowered to obtain and hold appropriate authorization from the Federal
Communications Commission; to construct, operate and maintain non-commercial,
educational broadcast stations used primarily for transmitting cultural, public
affairs, educational and entertainment programs pursuant to the rules and
regulations of federal broadcast stations, to obtain and to hold by
contribution, deed or lease real or personal property and funds to be used in
connection with the operation of broadcast stations; and to solicit and accept
in trust or otherwise, money and property to be used for these purposes; and to
carry out and perform all powers granted by the Colorado Nonprofit Corporation
Act and to engage in any or all other matters to effectuate the within
purposes.
The Corporation shall maintain
a principal office at the broadcast studios of the radio station operated by
the Corporation in the
Article III: General
Membership, Voting
Section 1: Membership.
The members of the Corporation
shall be known as “members”. Members
consist of those who have paid annual dues or who perform a number of volunteer
hours in an amount to be determined by the Corporation's Board of Directors and
who are held to be in good standing by the Board of Directors.
Members shall not conduct any
activity that is detrimental to the welfare of the Corporation. Such conduct shall result in membership
revocation as deemed by the Board of Directors.
No member shall have any right, title, or interest in any of the
property or assets of the Corporation.
The various categories of
membership shall be determined by the Board of Directors.
Memberships are not
transferable.
Section 2: Voting.
Members in good standing of
the Corporation are entitled, either in person or by absentee ballot, to one
vote. In order to be eligible to vote on
an issue, members shall be in good standing as of the original date of general
announcement of the annual or special meeting called to discuss the issue. A
majority vote by the entire membership is binding on any issue of the
Corporation, except when it is contrary to the Corporation's Articles of
Incorporation or Federal Communications Commission regulations, or when such
vote materially alters the Mission Statement.
Article IV: Meetings of the
Corporation
Section 1: Annual Meetings.
There shall be an annual
meeting of the Corporation held every September or at such other month as the
Board of Directors decides, on a date to be determined by the Board of
Directors. At such meetings, members
shall vote to approve or disapprove the slate of newly elected Directors,
presented by the Board of Directors as detailed in Article V, Section 4. In addition, the Board of Directors may bring
issues up for discussion that have been included in the meeting agenda. Members, by petition of 5% of the total
membership, may bring issues up for discussion to include in the meeting
agenda. The Board of Directors may vote
on issues brought up for discussion during the meeting. By direction of the Board of Directors, or by
majority vote of the members present at the meeting, issues discussed at the
annual meeting may be put before the entire membership for vote.
Section 2: Notice of Meetings.
The President or Secretary of
the Board of Directors shall give or cause to be given notice of the time,
place and purpose of holding each annual or special meeting by surface mailing
(or by other means as requested by individual members) such notice at least
twenty one (21) calendar days prior to such meeting to each member at their
respective addresses as they appear in the records of the Corporation.
Section 3: Quorums, Majority
Vote.
A quorum shall consist of ten
percent of the membership, either voting by absentee ballot or in person.
A majority shall consist of a
majority of those members voting in person or by absentee ballot in an annual
or special meeting election.
Section 4: Special Meetings.
Special meetings of the
membership may be called by the majority vote of the Board of Directors or upon
the written request of five percent of the members. The Board of Directors shall call a special
meeting to consider specific subjects.
Notice for any special meeting is to be given in the same manner as for
the annual meeting. Only business
specified in the notice of the meeting shall be transacted at any special
meeting of the Corporation.
The Board of Directors may
vote on issues brought up for discussion during the special meeting. By direction of the Board of Directors, or by
majority vote of the members present at the meeting, issues discussed at the
special meeting may be put before the entire membership for vote.
Article V: Board of Directors
Section 1: General.
The affairs of the Corporation
shall be controlled and managed by a Board of Directors (here in referred to as
the “Directors”), consisting of a minimum of five and a maximum of nine elected
persons and the station manager as a non-voting member. The Directors shall
manage the business and property, provide for the operation of the broadcast
facilities, make all decisions of policy, employ and appoint employees, agents
and representatives to carry out the purposes of the Corporation, and shall do
all other things in the management of the business, property, and affairs of
the Corporation necessary to carry out its purposes. Nothing contained herein shall prevent the
Directors from delegating responsibilities, as the Directors may deem
appropriate, and which will not negatively impact the Corporation’s purposes or
existence. Directors shall be entitled
to receive reimbursement of expenses incurred for their services to the Board
of Directors in such amounts and on such terms as the Directors shall determine
from time to time, but shall receive no compensation for serving as members of
the Board of Directors. Nothing
contained herein shall preclude a Director from receiving compensation from the
corporation for the services rendered to the Corporation in some other
capacity.
Section 2: Qualifications.
All Directors must be members
of the Corporation before they begin their terms. Directors may not be the spouse, relative or relative by common law marriage
of the station manager.
Other qualifications for
Directors include: 1. Endorsement of the
Corporation’s mission and sharing the values it represents. 2. Ongoing commitment to communicate, listen
and work toward group consensus in a way respectful to others. 3. Signing a letter of agreement spelling out
the duties and responsibilities of Directors.
4. Residency within the broadcast coverage area.
Section 3: Duties of the Board
of Directors.
The Board of Directors
shall: 1. Hold meetings quarterly or
more frequently. 2. Determine policy for
the Corporation. 3. Appoint committees
on particular subjects. 4. Audit bills
and disburse the funds of the Corporation (with the ability to delegate this
function to specified agents). 5. Devise
and carry into execution (or delegate others to carry into execution) such
other measures as it deems proper and expedient to support the mission of the
Corporation and to best protect the interests and welfare of the members.
All duties described in this
document not specifically assigned are the responsibility of the Board of
Directors.
Section 4: Election of
Directors and Terms.
Directors shall serve three
year terms. Once a year, the nominating
committee shall prepare a slate of names of proposed Director(s) together with
background biographical material, which will be presented to the Directors and
the members at least 3 weeks before the annual Member's meeting.
To be elected, a candidate
must receive at least 2/3 of the votes cast by secret ballot at a meeting of
the Board of Directors. In order to
vote, Directors must be present at the meeting (no proxies). If one or more proposed candidates are not
elected by the Directors, the nominating committee shall present a new
candidate or candidates. Their name(s)
and biographical material shall be presented to the Directors and the members a
reasonable time before the Board meeting at which the candidate(s) will be
considered. If the second round of a
proposed Director or Directors fails to be elected by the Directors, then at
the regular annual members' meeting, a quorum of the members shall vote at the
meeting or by absentee ballot to elect the proposed new Director(s) by simple
majority. If the members do not elect
one or more candidates proposed by the nominating committee, then the members
are charged with nominating proposed Directors for the position or positions
not yet filled. The Directors shall
schedule another public meeting. The
candidates' names and biographical material shall be presented to the members a
reasonable time before the next public meeting at which the candidate(s) will
be elected. A quorum of members shall
vote at the meeting or by absentee ballot to elect the proposed Directors by
simple majority. If a quorum of members
is not achieved, then the Board of Directors shall nominate and elect new
Directors to fill the vacancy or vacancies.
Newly elected Directors shall
be presented to the members at the annual meeting for approval as a slate. Members may vote at the meeting or by
absentee ballot to approve or disapprove the slate. Members not voting shall be counted as casting
votes of approval. If a minimum of 25%
of the total membership votes to disapprove the slate, then the slate is
rejected by the members. The nominating
committee is then charged with presenting a new group of proposed Directors for
election by the Board of Directors, and approval by the members.
If two sequential slates of
newly elected Directors are disapproved by the members, then the members are
charged with nominating proposed Directors.
The Directors shall schedule another public meeting. The candidates' names and biographical
materials shall be presented to the members a reasonable time before the next
public meeting at which the candidate(s) will be elected. A quorum of members shall vote at the meeting
or by absentee ballot to elect the proposed Directors by simple majority. If a quorum of members is not achieved, then
the Board of Directors shall nominate and elect new Directors to fill the
vacancy or vacancies. Newly elected
Directors shall be presented to the members at another special meeting for
approval as a slate. Members may vote at
the meeting or by absentee ballot to approve or disapprove the slate. Members not voting shall be counted as
casting votes of approval. If a minimum
of 25% of the total membership votes to disapprove the slate, then the slate is
rejected by the members.
Newly elected Directors shall
assume their directorships 2 months following the election.
Section 5: Nominating
Committee and Nominations.
The nominating committee is
composed of 9 members. Two members are
Directors. Four members are randomly selected
from staff and volunteers, two from each group.
Three members are randomly selected from the membership, who are neither
board members, staff, nor volunteers.
The Nominating Committee shall
solicit candidates and prepare the slate of names of proposed Directors
together with background biographical material.
Section 6: Continuance in
Office.
After the expiration of the
term for which he/she was elected, a Director who is not re-elected and whose
successor has not been elected shall, unless he/she sooner resigns, dies,
becomes incapacitated or is removed, continue to hold office until his
successor is elected.
Section 7: Resignation.
A Director may resign at any
time by giving written notice to the Board of Directors. Any resignation shall
take effect at the time received unless another time is specified in such
notice. Unless otherwise specified in such notice, the acceptance of a
resignation shall not be necessary to make it effective.
Section 8: Removal.
A Director may be removed by
vote of at least two-thirds (2/3) of the full Board of Directors. The action shall take place at a meeting of
the Board of Directors, written notice of 7 days having been given to all
Directors that removal of a specified Director shall be an order of business at
such meeting.
Section 9: Vacancy.
If a vacancy occurs on the
Board or among Directors by reason of resignation, death, incapacity or removal
of a Director before the expiration of his/her term, the Board of Directors
shall appoint an interim Director who shall serve until the next annual
election. At this time, a permanent Director shall be elected to serve out the
remainder of the term.
Section 10: Meetings of the
Board of Directors.
Meetings shall be held
quarterly or more frequently at a regular time and place established by the
Board of Directors.
Meetings are open to the press
and public. Executive sessions are
defined as Board meetings which are closed to the press and public; and are
attended only by Directors, who can include or exclude staff, and may include
any person the Board of Directors wishes to invite. Use of executive sessions is confined to
three areas: personnel issues, legal issues and negotiations.
Special Board meetings to
consider specific issues may be called at any time by the Board of Directors.
Any item for discussion may be
added to a meeting agenda by member petition.
One hundred member signatures are required.
Section 11: Quorum.
Two thirds (2/3) of the Board of
Directors, rounded down to the nearest whole number, shall constitute a quorum
for the transaction of business.
Section 12: Voting.
Each Director present shall
have one vote. Directors shall not vote
by proxy. A majority vote is the
majority of those Directors present.
Section 13: Conflict of
Interest.
No Director shall vote on a
matter in which she/he has a conflict of interest. Rulings on a Director’s conflict of interest
in any matter pending before the Board of Directors shall be made by the legal
counsel to the Corporation or by majority vote of the Board of Directors. Where a conflict is possible, the Director
shall abstain from voting on the matter in question.
Section 14: Station Manager.
The Station Manager shall have
the responsibility and authority for day-to-day administration of the business
of the station under the general supervision of the Board of Directors. The Station Manager's duties shall be
governed by the provisions of his or her contract of employment with the Board
of Directors. The Station Manager shall
serve as a non-voting member of the Board of Directors.
Article VI: Officers
Section 1: Designation,
Election and Removal of Officers.
The principal officers of the
Corporation shall be a President, Vice-President, Secretary and Treasurer, all
of whom shall be elected annually by and from the Board of Directors at their
first meeting following the annual membership meeting. Officers may succeed themselves.
Directors may resign from
officer positions but may remain as Directors.
Resignations must be in writing and filed with the secretary of the
Corporation. Any officer may be removed
by the Board of Directors whenever, in the judgment of the majority of the
Board, the interests of the Corporation will be served thereby.
Section 2: President.
The President shall be the
principal executive officer of the Corporation and, subject to the approval of
the Board of Directors, shall direct, supervise, coordinate and have general
control over the affairs of the Corporation, and shall have the powers
generally attributable to the chief executive officer of a corporation.
Section 3: Vice-President.
The Vice-President shall
perform the duties of the President in the case of the President's absence or
inability to act.
Section 4: Secretary
The Secretary, under the
direction of the Board of Directors,
shall maintain the Corporate records, prepare and serve the Corporate notices,
keep the minutes of all meetings of general membership and of the Board of
Directors and sign such instruments as require the signature of the Secretary.
Section 5: Treasurer.
The Treasurer, under the
direction of the Board of Directors, shall oversee the financial books and
records of the Corporation, the deposit of Corporate funds, and make appropriate
payments, maintain proper records of moneys received and spent, submit to the
Board annual statements of accounts and be responsible for filing federal,
state and local reports and taxes. The
treasurer shall audit all fundraising activities and membership drives. The Treasurer may be required to sign legal
documents on behalf of the Corporation.
Article VII: Finances
Section 1: Audit.
A financial audit, to be
conducted by an outside certified public accountant, shall be conducted when
authorized by majority vote of the Board of Directors.
Section 2: Contracts, Loans.
Contracts. The Board of Directors may authorize any
officer or agent to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, and such authority may
be general or confined to specific instances.
Loans. The Board of Directors of the Corporation may
effect loans and advances at any time for the Corporation from any bank, trust
company or other institution or from any person, firm or other entity, and for
such loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness of the Corporation.
Article VIII: Liability and
Indemnification
Section1: Liability and
Indemnification.
In the absence of fraud or bad
faith, the Directors of the Corporation shall not be personally liable for its
debts, obligations or liabilities; and the Corporation shall indemnify any
Director or former Director of the Corporation against expenses actually and
necessarily incurred by such person in connection with the defense of any
action, suit or proceeding in which said person is made a party of by reason of
being or having been such Director, except in relation to such matters as to
which he/she shall be adjudged in such action, suit or proceeding to be liable
for gross negligence, intentional action, or misconduct in the performance of a
duty. Such indemnification shall not be
deemed exclusive of any other rights to which such Directors may be entitled
under any Bylaw, agreement, vote of the Board of Directors or otherwise.
Section 2: Insurance.
The Corporation may purchase and maintain on behalf of any
member, any insurance deemed necessary. The Board of Directors and Station Manager shall
review insurance coverage annually.
Article IX: Community Advisory
Board
Section 1: Creation and
Appointments.
There shall be a Community
Advisory Board as required by the Federal Communications Commission.
The Community Advisory Board
shall be appointed by and report to the Board of Directors of the Corporation
and members shall serve for periods of one year and may be re-appointed.
Appointments to the Community Advisory Board shall be made without regard to
race, creed, color, national origin, age, sex, marital status or sexual
preference.
The Community Advisory Board
shall be open to all members of the community and shall endeavor to reasonably
represent the diverse needs and interests of the community being served. There shall be a limit of thirty (30) persons
on said Board. No individual member of
the public or representative of any particular organization or group has a
legal right to membership on the Community Advisory Board.
Section 2: Function of the
Community Advisory Board.
The Community Advisory Board
shall submit an annual report to the Board of Directors outlining important
programming, community interests and problems.
The report shall outline recommended direction in programming and opinions
on the art of radio. The Community Advisory
Board shall be solely advisory and no recommendations by the Community Advisory
Board are required to be implemented.
Article X: Amendment of Bylaws
These Bylaws may be amended,
repealed, or altered in whole or in part by at least a two thirds majority vote
of the entire Board of Directors. In
order to vote, Directors must be present at the meeting. All changes to the Bylaws shall be presented
to the members at the annual meeting or at a special meeting called by the
Directors. Information regarding the
changes to the Bylaws shall be presented to the members a reasonable time
before the public meeting at which the changes will be ratified. Members may vote at the meeting or by
absentee ballot to approve or disapprove the changes. Members not voting shall be counted as
casting votes of approval. If a minimum
of 25% of the total membership votes to disapprove the changes, then the
changes are rejected by the members.
Article XI: Amendment of the
Mission Statement
Proposed amendments of the Corporation's
Mission Statement shall be made by at least two thirds vote of the entire Board
of Directors. In order to vote,
Directors must be present at the meeting.
All proposed amendments of the Mission Statement shall be presented to
the members at the annual meeting or a special meeting called by the
Directors. Information regarding the
changes shall be presented to the members a reasonable time before the public
meeting at which the changes will be ratified.
Members may vote at the meeting or by absentee ballot to approve or
disapprove the changes. Ratification of
changes to the Mission Statement requires a vote of approval by two thirds of
the entire membership. If the proposed
amendments of the Corporation's Mission Statement receive unanimous approval by
the Board of Directors, and with 21 days' advance notice, no petition
protesting the changes signed by at least 50 members is received by the
Corporation, then the proposed changes are accepted without a vote by the
members.
Article XII: Dissolution of
the Corporation
In case of dissolution of the
Corporation, the assets will pay off all indebtedness and all creditors. No part of the net income or assets of this
organization shall inure to the benefit of any individual. Any remaining moneys shall be given to
not-for-profit organization(s) in Larimer County. Upon the dissolution or winding up of the
Corporation its assets remaining after payment, or provision for payment, of
all debts and liabilities of this Corporation, shall be distributed to a
nonprofit fund, foundation or corporation which is organized and operated
exclusively for charitable and educational purposes meeting the requirements
for exemption provided by Section 214 of the Revenue and Taxation Code and which
has established its tax exempt status under Section 501 © (3) of the Internal
Revenue Code. This determination will be
made by the Board at its final meeting.
Article XIII: Sale of the
License to Broadcast
Sale of the license to
broadcast shall be decided by unanimous vote of the entire Board of
Directors. The license to broadcast
shall be disposed of in a manner keeping with the intent of the Corporation's
original mission statement (see Appendix 1).
Article XIV: Policy of
Non-discrimination
The Corporation
shall be non-profit and nonsectarian.
There shall be no discrimination in membership, employment or services
due to race, color, gender, age, lifestyle, religion, national origin, sexual
orientation, marital status or disability. This policy applies to all
relationships, including those with vendors, contractors, outside organizations
and the general public.
Article XV: Corporation Exempt
Activities and Non-liability
Section 1: Exempt activities.
Notwithstanding any other
provision of these bylaws, no member, trustee, officer, employee or
representative of this corporation shall take any action or carry on any
activity by or on behalf of the corporation not permitted to be taken or
carried on by an organization exempt under Section 501 ©(3) of the Internal
Revenue Code and its regulation as they now exist or they may hereafter be
amended, or by an organization, contributions to which are deductible under
section 170©(2) of such Code and regulation as they now exist or as they may
hereafter be amended.
Section 2: Non-liability of
members, Officers and Directors.
The members, officers and
directors of this Corporation shall not be individually liable for the
Corporation debts or other liabilities, and private property of such
individuals shall be exempt from corporation debts or liabilities.
Appendix 1: PRFR Mission Statement
KRFC's mission is to make great radio that is local, noncommercial, and volunteer powered.
KRFC Values:
COMMUNITY. Our primary value is community--the feeling that we all belong and matter to one another. We serve our community. We create a sense of community.
LOCAL FOCUS. We emphasize local affairs, events and people and make a special effort to include people and views typically lacking in the mainstream media.
INTEGRITY. We are accountable for our actions. We treat others with tolerance and respect. We go out of our way to be inclusive and to welcome participation.
EXCELLENCE. We strive for excellence in our programming, in our technical product and within our organization.
OPEN COMMUNICATION AND DECISION MAKING. We communicate and make decisions based on clear, open processes, the inclusion of many voices, and consensus building when possible.
ENTERTAINMENT AND EDUCATION. Our programming is a source of vital information and cultural enrichment.
FREEDOM AND CREATIVITY. We promote these attributes in our programming and among our staff and volunteers.
VOLUNTEERISM. We honor and are driven by the passion, energy and creativity of all of our volunteers.
FUN!