FRIENDS OF COMMUNITY MEDIA BYLAWS
Voted on and approved by membership 3/28/07
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 Missouri, as the board of directors designates, or as the business of the corporation may require from time to time.
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 Kansas City area. This includes enhancing existing on-air stations and extending into new radio formats, such as Internet radio.
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.
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 United States mail, addressed to the member at her/his address as it appears on the records of the Corporation, with postage paid thereon.
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.
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.
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 "Missouri" shall also
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.
Sec. 1. Whenever any notice is required to be given under the provisions of Missouri's general not-for-profit statute or under the provisions of these by-laws, waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein shall be deemed to be equivalent to the giving of such notice. Furthermore, a Member's attendance at the meeting where notice is required is deemed to be a waiver of any defect in notice, unless said member's attendance is for the purpose of specifically objecting to the adequacy of notice.
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 3/28/07.