Last revised in 2015
RAINBIRD COMMUNITY BROADCASTING CORPORATION BYLAWS
ARTICLE I – OFFICES
The principal office of the Corporation shall be in Ketchikan, Alaska. The address of the registered office of the Corporation shall be 1101 Copper Ridge Lane, Ketchikan, Alaska, 99901.
ARTICLE II – MEMBERS
Section 1: Qualifications — The Corporation shall be composed of members rather than shareholders, and shall not issue stock. A basic membership level will be established by resolution of the Board of Directors. There shall be the following types of voting members:
Basic member – Any person who makes a yearly contribution of an amount equal to or greater than the basic membership level and shall receive one vote. Membership shall last for one year from the date of payment of contribution.
Senior member or student member – Any person over 65 years of age (senior member) or any person enrolled as a full-time student (student member) who makes a yearly contribution of one-half the basic membership level and shall receive one vote. Membership shall last for one year from the date of payment of contribution.
Volunteer member – Any person who volunteers at KRBD for 36 hours or more in a six month period shall be eligible, upon request, to be a voting member for the following twelve month period. To be eligible to vote, the volunteer member shall complete the 36 hours before September 1st.
Section 2: Annual Meeting — The annual meeting of the members shall be held in the fall, before the end of November at a place designated for such meeting, for the purpose of reviewing the activities of the Corporation, and discussing its future activities. Selection of the Directors shall be announced and certified at the Annual Meeting.
Section 3: Special Meeting — Special meetings of the members may be called by the President, Secretary, or Board of Directors, and shall be called by the President at the request of at least 25% of the voting members.
Section 4: Notice of Meetings — Notice of the annual meeting, stating the time and place of the meeting, and in the case of a special meeting, stating the purpose(s) for which the meeting is called, shall be made public no less than ten nor more than fifty days before the date of the meeting by, or at the direction of, the Secretary
Section 5: Quorum — Ten percent (10%) of the members of the Corporation entitled to vote shall constitute a quorum of the members at a special meeting of the members, other than the Annual Meeting.
Section 6: Proxies – No votes by proxy are permitted at membership meetings.
ARTICLE III – BOARD OF DIRECTORS
Section 1: Number, Tenure, Qualifications — The Board of Directors shall consist of eleven Directors, all of which shall be selected from members residing in the broadcast listening area. It is preferred that one of directors be a resident from Annette Island or Prince of Wales Island. Each selected Director shall hold office for three years and terms shall be staggered so that no more than three Directors shall be scheduled for selection each year, except where vacancies are being filled. A Director selected to fill a vacancy shall serve the remainder of the term.
Directors appointed to fill a vacancy shall be appointed by the Board of Directors in the manner set forth in these Bylaws for filling vacancies in the Board of Directors.
A Director shall be eligible for another three year term at the expiration of his/her term of office. No selected Director shall serve more than two full consecutive terms. Directors shall be members of the Corporation.
Section 2: Election of Directors – The Board of Directors shall have a standing Nominating Committee. The Nominating Committee shall be composed of at least three members of the Corporation, two of which shall be from the Board of Directors. The Nominating Committee shall draw up a list of candidates for the Director positions that need to be filled. The number of directors of the corporation shall be eleven. Each director shall hold office for a three year term and until his/her successor shall have been selected and qualified. Directors must be members of the corporation and no director may serve more than two consecutive terms. A director may nominate a successor, but the nominee must be approved and selected by the remaining director or directors in accordance with the provision of section _4 below governing vacancies.
Section 3: Removal of a Director — A Director shall be removed when, by a vote of two-thirds of the Board of Directors that the Director is found to have a conflict of interest which would jeopardize their ability to serve in the public interest, convenience, and necessity. Three absences at regular meetings per calendar year by a Board member will result in review by Board members and possible replacement.
Section 4: Vacancies – A vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though there may be less than a quorum. The director appointed to fill a vacancy shall serve until the end of the calendar year. The Director elected to fill a vacancy shall serve until the end of the term of the seat they are filling. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board of Directors, or by the sole remaining director.
Section 5: Duties of the Board of Directors — The business affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors may appoint administrative officer(s) (i.e., General Manager) to carry out the affairs of the Corporation. In addition to those duties imposed elsewhere in these Bylaws and in the Articles of Incorporation, the Board of Directors shall establish Corporation policies, and shall establish station policies which reflect the public interest, convenience, and necessity.
ARTICLE IV- OFFICERS
Section 1: Election, Number, Term — At the first regular meeting in the calendar year, the Board of Directors shall elect from their number a President, Vice President, Secretary, and Treasurer. No two offices may be held by the same person. Each officer shall hold office for one year, or until a successor is elected and has assumed office, or until the officer resigns or is removed, in a manner stated in these Bylaws.
Section 2: Duties of the President of the Board– The President shall preside over meetings of the Board of Directors, and shall act as presiding officer at meetings of the membership of the Corporation. The President shall sign, with the Secretary or any other authorized officer of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized, except where such functions shall be delegated, either by these Bylaws or by the Board of Directors, to another agent of the Corporation, or where these functions are required by law to be performed otherwise. The President shall perform all duties incidental to the office of the President and shall perform other duties as may be prescribed by the Board of Directors. The President shall be a member of all Board committees.
Section 3: Duties of the Vice President — In the event of the President’s absence or refusal to act, the Vice President shall act in place of the President.
Section 4: Duties of the Secretary — The Secretary shall assure: (a) that the minutes are kept of meetings of the members and of the Board of Directors; (b) that all notices are duly given in accordance with these Bylaws and any applicable law; and (c) that the corporate records and the seal of the Corporation are safely maintained. The Secretary shall perform all duties incidental to the office of Secretary, and any other duties as may be prescribed by the President or the Board of Directors.
Section 5: Duties of the Treasurer — The Treasurer shall perform all duties incidental to the office of Treasurer, and other such duties as may be assigned by the President or the Board of Directors. The Treasurer shall review the financial statements prepared by the business office and shall report on the financial statements to the Board of Directors, and be the Chair of the Finance Committee.
ARTICLE V – MEETINGS OF THE BOARD OF DIRECTORS
Section 1: Regular Meetings — The Board of Directors shall meet at least every two months of each year, at a time and place to be fixed by the Board of Directors.
Section 2: Special Meetings – Special Meetings of the Board of Directors may be called by or at the request of the President, the Secretary, or a majority of the Board of Directors. The person(s) authorized to call special meetings shall fix the time and place for holding any special meeting called by them.
Section 3: Notice — Reasonable public notice of all meetings of the Board of Directors is to be given prior to such meetings. All meetings of the Board of Directors and committees are to be open to the public at large. In addition, notice for special meetings shall be mailed, telephoned, or otherwise delivered to each Director not less than twenty-four (24) hours before such meeting, and shall state the purpose of the meeting.
Section 4: Quorum — A majority of all the seated Directors shall constitute a quorum for the transaction of business at any meeting.
Section 5: Action — The act of the majority of the Directors present shall be the act of the Board of Directors. Each Director is entitled to one vote, and such vote shall be recorded in the minutes of the Corporation. Any action taken at a meeting of the Board of Directors which is not a public meeting is void.
ARTICLE VI – CONTRACTS, LOANS, CHECKS, AND REPORTS
Section 1: Contracts — The Board of Directors may authorize any officer(s), or other agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 2: Loans — No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3: Accounts — The Corporation may have savings and checking accounts. The Board of Directors may establish special accounts for designated purposes. The Board may authorize any officer(s) or other agents to handle any accounts in the name of and on behalf of the Corporation.
Section 4: Checks, Drafts, etc. – All checks, drafts, or other orders for the payment of money by evidence of indebtedness issued in the name of the Corporation shall be signed by such officers or other agents and in such manner as shall be determined by resolution of the Board of Directors.
ARTICLE VII – FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June of each year.
ARTICLE VIII – CORPORATE SEAL
The Corporate Seal of the Corporation shall have inscribed thereon the name of the Corporation and the year and State of its incorporation.
ARTICLE IX – AMENDMENTS
The Bylaws of the Corporation may be altered, amended, or repealed by the Board of Directors at a special meeting convened for such purpose, or at a regular meeting noticed with the proposed bylaw changes.