Of
The name of this Corporation shall be COMMUNITY ACCESS TELEVISION FOR MALDEN, INC. (hereinafter in these By-Laws referred to as the “Corporation”), unless and until changed by
Amendment of the Articles of Organization.The call letters of the Corporation for public purposes shall be MATV (Malden Access Television).
ARTICLE II: PURPOSE
The purpose of the Corporation shall be as set forth in the Articles of Organization and these By-Laws, including, but not limited to, providing the opportunity to the residents and organizations of
Malden to produce community programmingallocating channel space and time to Malden residents
to cablecast programming and providing training to Malden residents and organizations in the use of access facilities and equipment.The purpose shall be exclusively charitable, scientific and educational within the meaning of Section 501( c)( 3) of the Internal Revenue Code of 1954, as
amended from time to time.
ARTICLE III: MEMBERSHIP
Section 1. Class
of Membership
Membership shall consist of access, affiliate, patron and organization members, and shall not be limited as to number.
Section 2.Membership
All persons, firms, corporations, businesses, organizations, institutions and other entities in the City ofMalden who subscribe to the purpose of the Corporation and who support the Corporation by
participation or with a contribution of money, service or equipment shall be eligible for membership in the Corporation.All persons serving on the Board of Directors shall be members of the Corporation upon election to the Board.Any person interested in becoming a member of the Corporation shall submit a written and signed application, on a form approved by the Board of
Directors, to the MATV staff.
Section 3. Voting Rights
At every regular or special meeting of the membership, each member authorized to vote shall be entitled to one (1)vote, in person, on each matter submitted to a vote of the memberships, Organizations shall have one vote by the organizations representative. Proof of organizational affiliation may be requested.
ARTICLE IV:BOARD OF DIRECTORS
Section 1. Powers
and Duties
The Board of Directors shall have general power to control and manage the affairs and property of the Corporation, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors and shall have full authority with respect to the distribution and payment of the moneys received by the Corporation from time to time; provided, however, that the fundamental and basic purposes of the Corporation, as expressed in the Articles ofOrganization, shall not thereby be amended and changed, and provided further that the Board of Directors shall not permit any part of the net earnings or capitol of the Corporation in inure to the benefit of any private individual.
Section 2. Number and Election or Appointment to Office
The number of Directors shall not be greater than nine (9).A maximum of six (6) Directors shall be
elected by the Board of Directors, and a maximum of three (3) Directors shall be elected by the membership.
Within the limits prescribed by these By-Laws, the number of Directors shall be such as may be fixed from time to time by the members at the annual meeting.A Director need not be a member of the Corporation prior to his or her election or appointment to the Board of Directors.Each Director shall continue in office until the expiration or the term for which he or she is elected, or until
His or her successor shall have been elected, or until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.The Executive Director shall be an ex-officio, non-voting member of the Board.
Section 3.Term of Office
The initial Directors shall be persons named by the incorporators.Of the six (6) Directors to be elected by the Board ofDirectors, the incorporators shall appoint two (2) Directors to an initial term of three (3) years, two (2) Directors to an initial term of two (2) years, and two (2) Directors to a term of one (1) year.
Of the three (3) Directors to be elected by the membership, the incorporators shall appoint one (1) Director to an initial term ofthree (3) years, one (1) Directors an initial term of two (2) years, and one (1) Director to an initial term ofone (1) year.
As each Board of Director term expires, their successors shall be elected for no more than two terms of three (3) years.
Section 4. Resignation or Removal
A Director may resign by delivering his or her written resignation to the Corporation at its principal office or to any Corporation officer.Such resignation shall be effective upon its acceptance by the Board of Directors and the election or appointment ofhis or her successor.
Any director who fails to attend three (3) consecutive meetings of the Board of directors without sufficient excuse may be removed from the Board of Directors by a majority vote of those present and voting at a regular or special meeting of the Board of Directors.Any Director proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail or the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting prior to such vote for removal taking place.
Section 5.Vacancies
Any vacancy in the Board of Directors arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors by a majority of the Directors then in office.
Section 6.Disqualification
No member of the Corporation’s staff shall serve as a member of the Board of Directors.No close relative of the Corporation’s staff shall serve as a member of the Board of Directors, nor shall any close relative of a member of the Board of Directors be an employee of the Corporation. No employee nor close relative of an employee of the Malden cable licensee, or its parent or affiliates, may serve as a member of the Board of directors, nor shall any Director or close relative become an employee of the cable licensee, its parent or its affiliate.
Section 7.Compensation
Directors as such shall receive no compensation for their services, provided that by resolution of the Board of Directors, expenses of attendance at such annual or special meeting of the Board, if any, may be reimbursed.A director shall not be precluded from serving The Corporation in any other capacity, other than as a staff member, provided that a full disclosure of the nature of such service a and the compensation thereof, it any, is filed with the Clerk of the Corporation.If appropriate, a formal agreement with said Director shall be approved by the Board of Directors, prior to the service being provided, provided however, that no conflict of interest is inherent in such service. Said Director shall be precluded from voting on such formal agreement, or on any issue coming before the Board that relates to such service.
ARTICLE V:MEETING OF THE BOARD OF DIRECTORS
Section
1.Regular
Meetings
Regular meetings of the Board of Directors, for the transaction of such business as may be done in accordance with law, the Articles of Organization of the Corporation and these By-Laws, shall be held at such time as the Board of Directors may fix from time to time.Meetings of the Directors may be held by telephone conference call or such other means as designated by the Board of Directors.
Section 2. Special Meetings
Special meetings of the Directors may be called by the President, or by four (4) or more Directors and shall be held at such time and for such purposes as may be specified in the call for said meeting.
Section 3. Notice of Meetings
Except as hereinafter required, no notice of the time, place or purposes of regular meetings of the Directors shall be necessary.Written notice of he first regular meeting of the Directors following any change in the time or place for such meeting, and written notice of all special meetings of the Directors, stating the time, place and purpose of the meeting, shall be given to each Director at least five (5) days prior to the day fixed for such meeting.When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which said adjournment is taken.Notice of regular meetings of the Directors, when required, shall be given by the Clerk.Notice of special meetings may be given by the person or persons calling the meeting or shall be given the Clerk at the request by such person or persons.The Executive Director shall be included in the notification procedures.
Section
4.Quorum
A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Directors; provided, that if all the Directors shall severally or collectively consent in writing to any action to be taken by Corporation, such action shall be as valid corporation action as though it has been authorized at a meeting of the Directors.
ARTICLE VI: MEETING OF MEMBERS
Section
1.Annual Meeting
An annual meeting of the membership shall be held on the third Monday of September in each year, at 7:00 PM at the principal off of the Corporation in Malden, or at such other place in said city as the Board of Directors shall, from time to time, designate. At such time, the members shall elect Directors and may transact such business as may be done in accordance with law, the Articles ofOrganization of the Corporation, and these By-Laws.
Amended at board meeting August 21, 1989, that annual meeting changed from second Monday in March to third Monday in September.
Section 2.Place for Meetings
A special meeting of he corporation may be called at any time by the President of the Corporation, the Board of Directors, or by receipt of the Clerk of the Corporation of a written request often (10) members.Special meetings shall be convened not less then ten (10) days nor more than forty-five (45) days after being called.
Section 3.Place for Meetings
All meetings of the corporation shall be held at the principal office of the Corporation in Malden, or at such other places as the Board of Directors may fix from time to time, or in the event of a special meeting, at such place as the Clerk of the Corporation may designate.
Section 4.Notice of Meetings
Notice of regular and special meetings of the members shall be given ten (10) days prior to the scheduled date of the meetings.In lieu of any written notice of a regular or special meeting of members required to be given by law, notice of such meeting may be given by causing notice of such meeting to be officially published.If eighty percent (80%) of the members of record entitled to vote at the meeting do not have addresses of the record within the territory of general circulation of the newspaper required for official publication, the notice shall also be published in newspaper which have an aggregate territory of general circulation which includes the addresses or record of eighty (80%) of such members of record.
Section 5.Presiding Officers
The President of the Corporation shall preside at all regular or special meetings of the members, and the Clerk of the Corporation shall record the minutes of all such meetings.
Section
6. Quorum
A duly called regular or special meeting of the members shall not be organized for the transaction of business unless a quorum is present, but the members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, and the acts of such a meeting shall be the acts of the members. A quorum shall consist of the presence in person, of ten (10) or more members of the Corporation.
ARTICLE VII: OFFICERS
Section
1.Officers
The Officers of the Corporation shall include a President, one or more Vice-Presidents, a Clerk and a Treasurer.All Officers shall be electedby the Board of Directors from the Board of Directors.No person shall hold more than one office at any one time. Each Officer of the Corporation shall be elected annually and shall hold office until the net annual meeting of the Corporation, or special meeting held in place thereof, and thereafter until his or her successor is chose and qualified.No member of the Board ofDirectors can be elected an Officer of the Corporation unless he or she has been a member of the Board of Directors for one year.
Section 2.Duties of President
The President shall be the Chief Executive Office of the Corporation.The President shall make a report on the affairs of the Corporation at each meeting of the members of Directors, and shall see that all orders and resolutions of the members and Directors are carried into effect; subject however, to the right of members or the Directors to delegate to any other person any specific delegable duties.The President shall execute, in the name of the Corporation, all deeds, bonds, mortgages, membership certificates, written contracts and other documents and, when necessary or proper, shall affix thereto the corporate seal.The President shall be the Chairperson of the Executive Committee and shall nominate the chairpersons of all other committees. The President shall be an ex-officio member of all committees and shall perform such other duties as are usually incident to his or her office or may be required by the Directors.
Section
3.Duties ofVice-President
The Vice-President shall fulfill the duties of the President in the event of the absence or incapacity of the President, and shall have such other powers and shall perform such other duties as are set forth in these By-Laws, and now or hereafter amended, and as the Board of Directors may designate from time to time. In the event of the absence or incapacity of the Vice-President, any other Vice-President shall fulfill the aforesaid duties of the President.
Section 4.Duties of the Clerk and Assistant Clerk
The Clerk shall issue notices of Directors’ and membership meetings as hereinbefore set forth, shall attend and keep the minutes of the same in suitable minute books, shall have custody of all corporate books, records, papers, and the corporate seal, shall attest the signing and sealing by the President of all instruments requiring the corporate seal and the signing of all other instruments when so required by the President, these By-Laws, shall do such other things as many be required by law, and shall perform such other duties as are usually incident to his or her office or as may be required by the Directors.There shall be one Assistant Clerk.In the event there is no Clerk, or he or she is absent, the Assistant Clerk shall perform the duties of the Clerk.
Section 5. Duties of the Treasurer
The Treasurer of the Corporation shall be the Chief Financial Officer and shall have custody and control of the funds and valuables of the Corporation.The Treasurer shall receive the funds of the Corporation and shall make disbursements therefrom and shall keep regular books of account showing receipts and disbursements, and shall submit a monthly financial statement and an annual audited statement of all such receipts and disbursements to the Board of Directors for their examination and approval.The Treasurer shall deposit, in the name of the Corporation, all monies and valuables of the Corporation with a depository or depositories designated by the Board of Directors.The Treasurer shall also perform such other duties as are incident to his or her office or as may be required by the Directors.
Section 6. Resignation or Removal
Any Officer may resign by delivering his or her written resignation of the Corporation at its principal office or to any other Officer.Such resignation shall be effective upon its acceptance by the Board ofDirectors.The Board of Directors may remove from office any Officer by a two-thirds (2/3)
vote whenever, in their judgment, the best interests of the Corporation will be served thereby.
Section 7.Vacancies
A vacancy in any duly constituted office may be filled by a majority vote of the Board of Directors whenever it occurs.
Section 8. Compensation
Officers shall receive no compensation for their services as Officers of the Corporation as such; provided, however, that any Officer may, if authorized by the Board of Directors, be reimbursed for necessary expenses.
ARTICLE VIII:COMMITTEES
Section 1.Standing Committees
The Standing Committees of the Corporation shall be as follows:
a)Executive Committee
b)Finance Committee
c)Personnel Committee
d)Programming Committee
e)Nominating Committee
f)Membership Committee
Section 2.Appointment
and Functions of Standing committees
The President shall appoint the chairpersonsand members of all standing committees, except the Executive Committee, subject to the approval of the Board ofDirectors.The chairman of each standing committee shall be a member of the Board ofDirectors.
Section 3. Executive Committee
The Executive Committee shall be comprised of the chairmen of the standing committee and the President of the Officers of the Corporation.The President of the Corporation shall serve as chairperson of the Executive committee.During the intervals between meetings of the Board of Directors, the Executive committee shall possess and may exercise all of the powers of the Board of Directors in the management and direction of the affairs of the Corporation in all cases in which specific directions shall not have been given by the Board ofDirectors.All actions by the Executive Committee shall be reported to the Board of Directors at its meeting next following such action, and shall be subject to revision and alteration by the Board of Directors; provided, however, that no rights of third parties shall be affected by any such revisions or alterations.Regular meetings of the proceedings of the Executive Committee shall be necessary for the passage of any resolution.The Executive Committee shall develop and recommend to the Board of Directors the annual budget and work plan; shall regularly monitor the Corporation’s expenses and income; and shall recommend budget adjustments to the Board of Directors as needed.
Section 4.Finance Committee
The Finance Committee shall review the annual financial statements, approve annual audit reports, and recommend to the Board of Directors the selection of, and fees to be paid to the independent certified public accountant for the Corporation.It shall be the responsibility of the Finance committee to report to the Board of Directors whether the Corporation is meeting its projected budget; on the scope and adequacy of the annual audit and related fees; to continually monitor and report to the Board ofDirectors on the effectiveness and adequacy of the Corporation’s internal accounting controls, and to include in that report its findings as to whether or not any errors, omissions, criticisms or recommendations contained in the management letter of the independent certified accountant, if one accompanies the annual audit, have been properly dealt with.
Section 5.Personnel Committee
The Personnel Committee shall
formulate job descriptions for the Corporation’s personnel and amend such
descriptions from time to time.The
Personnel Committee shall also review and evaluate personnel practices,
salary ranges, benefits and other related personnel matters.
Section 6.Nominating Committee
The Nominating Committee 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.The incorporators shall perform the functions of the Nominating Committee at the first annual meeting and at the first meeting of the Board of Directors following the first annual meeting.
Section 7.Membership Committee
The Membership Committee shall develop and implement strategies for developing a broad-based
membership for the Corporation.The Membership Committee shall recommend to the Board of Directors an annual membership campaign and, upon the adoption of an annual membership campaign by the Board of Directors, shall enlist members of the Board ofDirectors, Officers, members and other volunteers to assist in the implementation of such membership campaign.The Membership Committee shall recommend to the Board ofDirectors categories of membership and the annual fees for each category.
Section 8.Programming Committee
The Programming committee shall be responsible for ensuring that a wide variety of programming, which addresses the interests and needs of Malden residents, institutions and organizations, is available whether through the production or acquisition of such programming.
Section 9.Other
Committees
The President may appoint, with the approval of the Board of Directors, others special and ad hoc
committees as required.The President shall define the objectives of said committees, and said committees shall be discharge upon acceptance of their final reports.
ARTICLE IX:EXECUTIVE DIRECTOR
The Board of Directors may appoint and 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, and shall hire and fire and supervise the daily operations of the employees of the Corporation and shall have such additional authority and duties as the Board of Directors may from time to time prescribe.All such policies, directions, and duties of the Corporation and in the execution of the Executive Director’s duties, he and she shall report to and be directly responsible to the President of the Corporation.The Executive Director shall be entitled to compensation for his or her service, renewal, and other provisions as appropriate.The Executive Director shall not be deemed an Office of the Corporation.The Executive Director shall serve as chief facilitator of public, municipal and educational access channels.
ARTICLE X: IDEMNIFICATION
The Corporation shall, to the extent legally permissible, indemnify each of its Directors and Officers against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonable incurred by him or her in connection with the defense or disposition of any action, suit or other proceedings, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason ofhis or her being or having been such a Director or Officer, except with respect to any matter as to which he or she shall have been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation;
provided, however, that as to any matter disposed ofby a compromise payment by which such Director or Officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as being in the best interest of the Corporation after notice that it involves such indemnification:2) by a disinterested majority of the Directors then in office; or byb)by a majority of the disinterested Directors then in office after the corporation has received an opinion in writing ofindependent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interest of Corporation.Expenses, including
counsel fees reasonably incurred by any such Director ofOfficer in connection with the defense or disposition of any such action, suit or other proceeding, may be paid from time to time by the Corporation in advance of the final disposition thereof, upon receipt of an undertaking by such individual to repay the amount so paid to the Corporation if he or she be adjudicated not to be entitled to indemnification under MassachusettsGeneral Laws, Chapter 180, Section 6.Theright of indemnification hereby provided shall not be exclusive of or affect any other rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law.
Pursuant to Massachusetts General Laws, Chapter 180, Section 3, the personal liability of Officers and Directors to the Corporation shall be eliminated for monetary damages for breach of fiduciary duty as an Officer or Director notwithstanding any provision of law imposing such liability; provided, however, that said provision shall not eliminate the limit of liability of an Officer or Director, a) for any breach of the Officer’s or Director’s duty of loyalty to the Corporation or its members, b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or c) for any transaction from which the Officer or Director derived an improper personal benefit.
ARTICLE XI:LIQUIDATION OR
DISSOLUTION
In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary no
Director, Officer, or member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be distributed by the Board of Directors to such organization or organizations which are organized and operated exclusively for charitable purposes and which shall at that time qualify as an exempt organization or organizations under Section 501 ( c) (3) of the Internal Revenue Code of 1954, or the corresponding provision ofany future United States Internal Revenue laws; provided, however, that no part of the net earnings of such organization or organizations shall inure to the benefit of any private shareholders, members of individual, and no substantial part of the activities of such organization or organizations shall consist of carrying on propaganda or otherwise attempting to influence legislation, and such organization or organizations shall not participate or intervene in any
political campaign on behalf of any candidate for public office.
ARTICLE XII:MISCELLANEOUS
Section 1.Notice
Whenever written notice is required to be given to any person, it may be given too such person either personally or by sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, to his or her address appearing on the books of the Corporation, or in the case of Directors or members of another body, supplied by him or her to the Corporation for the purposes of notice.
Section 2.Fiscal Year
The fiscal year of the corporation shall be twelve (12) months ending June 30th of any give year, except as, from time to time, otherwise determined by the Board of Directors.
Amended at board meeting July
18, 1988 from December 31st to June 30th.
Section 3.Conduct of Meetings
Robert’s Rules of Order, Revised, shall govern the conduct of all meetings of the members of the Corporationand the Board of Directors and it’s various committees, except where the same shall be in conflict with the law of these By-Laws.
ARTICLE XIII:AMENDMENTS
Any part or all of these By-Laws may be altered, amended or repealed by a two-third (2/3) vote of the Board of Directors present at a regular or special meeting of the Board duly called for that purpose, provided that notice of substance of the proposed alteration, amendment or repeal shall be stated in a notice for such meeting mailed to the Board of directors no less than seven (7) days before such meeting.