If you have any comment regarding these bylaws contact Don MacDonald.

BYLAWS OF KLTV

KELSO-LONGVIEW TELEVISION, INC.

Adopted March 30, 2007

 

 

 

 

Approved and Adopted by the Board of Directors of KLTV February 19, 2007.

Adopted by the Membership of KLTV March 30, 2007

 

 

 

 

Contents

ARTICLE I. BACKGROUND / PURPOSE

ARTICLE II. NAME / OFFICE

ARTICLE III. MEMBERSHIP

3.1 TYPES OF MEMBERSHIP

3.2 ELECTION/TERMINATION

3.3 DUES

3.4 ANNUAL MEETING

3.5 VOTING

3.6 MEETING / QUORUM

ARTICLE IV. BOARD OF DIRECTORS

4.1 RESPONSIBILITIES

4.2 BOARD COMPOSITION

4.3 MEETINGS

4.4 QUORUM

4.5 REMOVAL FROM OFFICE

4.6 ATTENDANCE

4.7 VACANCY

4.8 ADMINISTRATIVE EXPENSES

4.9 EXECUTIVE COMMITTEE

4.10 MANUAL

4.11 ACTING AS A BODY

ARTICLE V. OFFICERS

5.1 OFFICERS

5.2 REMOVAL

5.3 DUTIES

5.4 ACTION

5.5 SUCCESSORS

5.6 SPOKESPERSON

ARTICLE VI. NOMINATIONS & ELECTION PROCEDURES

6.1 NOMINATING COMMITTEE

6.2 MAILING BALLOTS

6.3 COUNT OF BALLOTS

ARTICLE VII. MEETINGS

7.1 FULL MEMBERSHIP

7.2 BOARD OF DIRECTOR MEETINGS

7.3 SPECIAL MEETINGS

7.4 MEETING NOTICES

7.5 VOTING

7.6 MEETING MINUTES

ARTICLE VIII. COMMITTEES

8.1 ESTABLISHING COMMITTEE

8.2 STANDING COMMITTEES

8.3 LEGAL COUNSEL

ARTICLE IX. GENERAL PROVISION

9.1 WARRANTS

9.2 NOTES

9.3 OTHER LEGAL DOCUMENTS

9.4 DEPOSITS

9.5 GIFTS

9.6 CONTRACTS & CONTRACTUAL SERVICES

9.7 TRAVEL

ARTICLE X. PARLIAMENTARY PROCEDURES

ARTICLE XI. AMENDMENTS

 

 

 

ARTICLE I. BACKGROUND / PURPOSE

KLTV is a private non-profit corporation which exists:

(a) To encourage, coordinate and facilitate local television, which includes all electronic media, programming.

(b) To disseminate information to local businesses, service clubs, educational, governmental, community groups and interested individuals regarding the value and local benefits attainable through the use of television.

(c) To be the responsible agency for the purpose of obtaining funds necessary to provide the community with quality means of television production.

(d) To provide the equipment necessary to accommodate production of local television programs.

(e) To produce public educational and government video and other media productions that will increase the flow of community related information and communication.

(f) To educate members of the community in how to use community related programming.

(g) To provide a video and other media library for the storage and playback of educational and other video programming created by the community.

ARTICLE II. NAME / OFFICE

The name of the corporation shall be Kelso-Longview Television, Inc. herein after referred to as KLTV. The principle offices of KLTV shall be located in the KLTV studio at 1706 12th Ave., Longview, Washington.

ARTICLE III. MEMBERSHIP

SECTION 3.1 TYPES OF MEMBERSHIP

The Membership of the Corporation shall consist of the following classes and shall be renewable for every calendar year:

Voting Memberships shall include:

(a) INDIVIDUAL MEMBERSHIP: Shall be available to any resident of Cowlitz County who is interested in furthering the purposes of the corporation and who has paid Individual Membership dues for the current calendar year.

(b) FAMILY MEMBERSHIP: Shall be available to any couple or family residing in Cowlitz County who is interested in furthering the purposes of the corporation and who has paid Family Membership dues for the current calendar year.

(c) ASSOCIATION MEMBERSHIP: Shall be available to any charitable, benevolent or other non-profit group, association or corporation, located in Cowlitz County, who is interested in furthering the purposes of the corporation and who has paid Association Membership dues for the current calendar year.

Non-voting Memberships shall include:

Business and Organization which do not qualify for Association Membership, as well as interested individuals may support KLTV as non-voting members based on the following classifications: Benefactor, Patron, Advocate, Friend.

SECTION 3.2 MEMBERSHIP ELECTION/TERMINATION

Any person meeting the qualifications for membership shall be a Member of the Corporation. A member may terminate his membership in the corporation any time by delivering notice thereof to the President or Secretary of the Corporation. The membership of any person may be terminated for cause by 2/3 vote of all members of the Board of Directors at any regular or special meeting. Notice of such proposed termination shall be given to the member under consideration prior to the meeting at which the question is to be voted upon. KLTV staff currently employed by KLTV shall be eligible for voting membership.

SECTION 3.3 DUES

The Board of Directors shall determine the amount of annual dues payable to the corporation by the members. Dues shall be payable to the Treasurer on the first day of January. Scheduled dues shall be noted in the KLTV Policy Manual and amended from time to time by the Board of Directors.

SECTION 3.4 ANNUAL MEETING

The annual meeting of the Membership of the corporation shall be held on the third Monday of March in each year , or at such other time as may be determined by the Board of Directors. Such annual meeting shall be held for the purpose of electing the Board of Directors, receiving the annual reports of Staff, Officers, Directors, and Committee, and transacting such other business as may properly come before the meeting. Special interest, regional, and interregional meetings of the Membership may be called by the Board of Directors or the Executive Committee upon notice being given in accordance with the Washington Non-profit Corporation Act.

SECTION 3.5 VOTING

Individual Memberships shall have one vote each. Family Memberships shall have one vote, to be cast by one member selected by said Family Membership. Association Memberships shall have one vote, to be cast by the officially designated representative of the Association Membership. An individual member also serving as an officially designated representative of an Association Membership or a Family Membership shall only vote one membership.

SECTION 3.6. MEETING QUORUM

At any regular or special meeting of the Membership of the Corporation, the voting Membership present shall constitute a quorum for all matters before the corporation unless otherwise provided for in these bylaws. Voting shall be done in person (except when ballots are mailed to the voting Membership) and proxies shall not be allowed.

ARTICLE IV. BOARD OF DIRECTORS

SECTION 4.1. RESPONSIBILITIES

The Board is the governing body of the Corporation. The Board shall be responsible for establishing and monitoring the policies of KLTV, its budgeting and its service levels. Nothing in these bylaws is intended to limit the general powers of the Board. The Board retains all powers granted to it under the Washington State Constitution, and State and Federal Laws, including the Washington Non-Profit Corporation Act. The Board may employ an executive director and other individuals as deemed necessary to accomplish these policies, tasks, goals and purposes of the corporation.

SECTION 4.2. BOARD COMPOSITION

(a) The Board of Directors shall be composed of nine members who shall be elected by the voting Membership. The Board shall consist of a President, Vice President), Secretary, Treasurer and Members at large. All directors must have paid their Individual or Association Dues before nomination to the position, and must maintain their membership during their terms. Board members may not be employees of the corporation.

(b) The Board of Directors shall elect, from the Board membership, the President, a Vice President, Secretary, and Treasurer.

(c) The voting Membership shall elect Directors from the active voting Membership of the Corporation to represent the members at large. Directors shall for a term of three years, such terms to be staggered so that three Directors are elected each year.

(d) Positions on the Board shall be identified in numbered sequence and their three-year terms shall be triggered as follows: position 1 commencing in 2008; position 2 commencing in 2008; position 3 commencing in 2008; position 4 commencing in 2009; position 5 commencing in 2009; position 6 commencing in 2009; position 7 commencing in 2007; position 8 commencing in 2007; position 9 commencing in 2007.

SECTION 4.3 MEETINGS

The Board of Directors of the Corporation shall hold its regular annual meeting on the third Monday in March of each year, immediately following the annual meeting of the Membership, or such other times as they may determine. Special meetings of the Board of Directors may be called by the President or any three Directors with a minimum of three days actual notice to each Director, given personally or by mail, which notice shall state the time, place and purpose of the meeting. The Directors may waive notice in writing of any meeting, and the attendance by a Director at any meeting shall constitute a waiver of notice by him as to the time and place thereof.

SECTION 4.4 QUORUM

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting a forth the action so to be taken, shall be signed by all of the Directors.

SECTION 4.5 REMOVAL FROM OFFICE

Any Director may be removed from the Board by a two-thirds vote of all of the voting Membership of the Corporation at any regular or special meeting. Actual notice of the proposed removal of a Director shall be given in person or by mail to such Director thirty days prior to the date of the meeting at which such removal is to be voted upon.

SECTION 4.6 ATTENDANCE

Any Board Member not able to attend a regularly scheduled Meeting shall notify the President, the Vice President, the Secretary or the KLTV staff. In the event any Board Member has three consecutive, absences without reasonable cause, as determined by the Board of Directors, his or her Board membership may be terminated by a two-thirds majority vote of the Board of Directors.

SECTION 4. 7 VACANCY

Any Board vacancy occurring shall be filled by the President with the advice and consent of the majority of the Directors.

SECTION 4.8 ADMINISTRATIVE EXPENSES

Any reasonable and necessary expenses of the Administration by Directors including Board Meetings shall be paid or reimbursed by the Corporation, once approved.

SECTION 4.9 EXECUTIVE COMMITTEE

The Executive Committee shall consist of the President, Vice-President, Secretary, and Treasurer of the Corporation. During the intervals between meetings of the Board, these Directors shall have and exercise the general operational authority over the operation of the corporation except as such authority is restricted by the Washington Non-Profit Corporation Act. But in no event may the Executive Committee act to remove or restrict admission of Members, Officers, or Board Members of the corporation, or to change existing policy, including the existing KLTV Policy Manual, of the corporation. Three Executive Committee Members shall constitute a quorum for the transaction of business. Written minutes shall be kept of all Executive Committee Meetings. When reasonably possible the Executive Committee shall attempt to call a special Board meeting before taking action.

SECTION 4.10 POLICY MANUAL

A KLTV Policy Manual shall be developed, maintained, and revised by the Board. This handbook will delineate procedures to facilitate the operation of KLTV consistent with the articles, Bylaws and resolutions of the corporation.

SECTION 4.11 ACTING AS A BODY

The Board shall act as a body in making decisions and announcing them. No Member shall speak or act in official capacity for the Board without prior authorization of the Directors of KLTV except as otherwise provided by these bylaws.

ARTICLE V. OFFICERS

SECTION 5.1

The officers of the Corporation shall be President, Vice-President, Secretary and Treasurer, all of whom shall be Members of the Board of Directors.

(a) The term of officers shall be one year.

(b) A Secretary and Treasurer shall be nominated by the newly elected President. Other nominations may come from the Board. The Secretary and Treasure shall be elected and confirmed by the Board of Directors at its Annual Meeting.

SECTION 5.2 REMOVAL

Any Officer of the Corporation may be removed upon a two-thirds vote of the Board of Directors of the Corporation at any Regular or Special Meeting. Actual notice of such proposed removal shall be given to the officer sought to be removed thirty days prior to the meeting at which the question is to be voted upon.

SECTION 5.3 DUTIES

(a) President: President shall supervise all activities of the Corporation; preside at all meetings of the Board of Directors and of the Membership of the Corporation; execute all instruments on behalf of the Corporation; and perform such duties as are usually inherent in such office.

(b) Vice-President: The Vice-President shall act for the President in the President's absence and perform such other duties as the president or the Board of Directors may direct.

(c) Secretary: It shall be the duty of the secretary to keep or supervise the maintenance of all records of the proceedings of the Board of Directors, the Executive Committee and the Membership and to perform such other acts as the President or the Board of Directors may direct.

(d) Treasurer: The Treasurer shall oversee the fiscal administration of the corporation and perform such other acts as the President or the Board may direct. And shall regularly and fully report to the Board and Membership. The fiscal administration of the corporation shall include assisting in design, implementation and supervision and reporting regarding the fiscal policies, procedures and budgets adopted by the Board of Directors.

SECTION 5.4 ACTION

In emergency situations or where a majority of officers believe it to be more efficient than a formal meeting, action may be taken by a majority of the Executive Committee by telephone conference call or based on a telephone poll of the Executive Committee. any such action shall be memorialized by a writing which shall be recorded into the minutes of the next meeting of the Executive Committee or full Board of Directors.

SECTION 5.5 SUCCESSORS

All officers shall deliver to their successors the papers and other material of the Corporation in their custody not later than thirty (30) days following the end of the term of their office.

SECTION 5.6 SPOKESPERSON

The President shall act as KLTV’’s representative at meetings with other organizations, the Press, Committees and at other activities unless another Representative shall otherwise be authorized by the Board. The President, with advice and consent of the Board, may delegate to any Director the duty of representing the Board. The President or designated Board Member, when acting as Spokesperson or Representative, shall not obligate or commit the Board except as provided by these bylaws or pursuant to the authorization of the Board or Membership.

ARTICLE VI. NOMINATION AND ELECTION PROCEDURES

SECTION 6.1 NOMINATING COMMITTEE

Prior to each Annual Meeting of the Corporation, the President, upon the advice and consent of the Executive Committee shall appoint a Nominating Committee, at least one appointee shall be from the Board of Directors.

(a) Prior to the Annual Meeting, the Nominating Committee shall nominate candidates from the General Membership for the positions of Directors as necessary. The slate of nominees shall consist of at least one candidate for each position to be voted upon at the Annual Meeting of the Corporation.

(b) Additional nominations may be received from Members at the time of the Annual Meeting.

SECTION 6.2 MAILING BALLOTS

In the event that more than one candidate is nominated for a Board Members position at the Annual Meeting, the president shall direct that a ballot setting forth the slate of candidates and which provides for the insertion of additional names by voting Members for each Board Member position, be prepared and mailed to each paid-up voting Member of the Corporation at the time of the Annual Meeting. Such ballots shall be mailed to the voting Members with the requirements they need to return to the President (or other person designated by the Board) no more than 10 days following the mailing of the ballots.

SECTION 6.3 COUNT OF BALLOTS

The ballots received from voting members within ten (10) days shall be counted by an Election Committee of at least two (2) Members to be appointed by the Board. The Election Committee shall complete the counting of ballots no later than fifteen (15) days after the deadline for receipt of the returned ballots. Upon the completion of such count, the Committee shall notify the president in writing as to the candidates with the most votes to be elected to the Board of Directors. In the event of a tie-vote, the Election Committee shall cast lots to determine the winner. Upon receiving the report of the Election Committee, the President shall prepare a written announcement of the results to be published, posted or broadcast to the Membership within ten (10) days after the ballots have been counted.

ARTICLE VII MEETINGS

SECTION 7.1 FULL MEMBERSHIP

All full Membership Meetings of KLTV shall be open to all Members except as to the Executive Sessions as authorized by law. Regular Meetings of the Membership shall be held at a designated place and time to be set by the President.

SECTION 7.2 BOARD OF DIRECTOR MEETINGS

The regular Board Meetings of the Corporation shall be held monthly at the designated place and time to be set by the President.

SECTION 7.3 SPECIAL MEETINGS

Special Meetings may be called at any time by the President or by a majority of the Membership provided that each member received notice personally or by mail, in writing as to the date, time and place of the meeting at least three days in advance of such Special Meeting and shall include an agenda for Special Meetings.

SECTION 7.4 MEETING NOTICES

Notice of change in the time or place of the Annual Meeting, Board Director Meeting or the call for a Special Meeting will be posted at the KLTV studio and on the television station reader board. Notices shall specify the time, place of the meeting and the business to be transacted and issues requiring discussion. Prior to the Regular Meeting, the Executive Director will confer with the President on items of discussion. The Executive Director will prepare a written Agenda, including appropriate attachments, and distribute same to all Members three working days before the Meeting.

SECTION 7.5 VOTING

Every Individual Membership and each representative of a Family or Association Membership (unless voting as an Individual Membership) shall be entitled to one vote on all issues before the Membership. Any Member may require that the vote of each Member be recorded on a particular matter in the minutes, in which case a roll call will be taken. Voting by proxy is prohibited.

SECTION 7.6 MEETING MINUTES

The proceedings of all Regular and Special Meetings of the Membership, the Board of Directors and the Executive Committee of KLTV shall be recorded and maintained, shall contain accurate accounting of the official action with reference to all matters properly before it and any public comments made. The official copy of the minutes of each meeting shall be approved by the Board, signed by the Secretary and shall become part of the permanent records file maintained by the Corporation and shall be available at the KLTV Studio.

ARTICLE VIII COMMITTEES

SECTION 8.1 ESTABLISHING COMMITTEES

The Board may establish Committees to address specific issues. Each Committee shall be composed of not more than three Board Members. Committee ChairPperson and Members shall be designated by the Board. To the extent possible Committee Reports to the Board shall be in writing.

SECTION 8.2 LEGAL COUNSEL

Principal Legal Counsel shall be appointed by and shall serve at the pleasure of the Board of Directors.

ARTICLE IX GENERAL PROVISIONS

SECTION 9.1 WARRANTS

Except for a petty cash fund maintained by staff, all disbursements of KLTV shall be by check as per Board order or as otherwise in conformation with the approved budget. All checks over $3,000.00 must be signed by the Treasurer and Executive Director.

SECTION 9.2 NOTES

All notes or other evidence of indebtedness, issued or incurred in the name of KLTV shall be signed by the appropriate authorized representative of KLTV, and in such manner as shall from time to time by determined by the Board of Directors. In the absence of any other designated representative, the same shall be signed by the President and Secretary of the corporation, designating their title and upon such document.

SECTION 9.3 OTHER LEGAL DOCUMENTS

The Board may authorize any Officer or Officers, Agent or Agents of KLTV, in addition to the Officers so authorized by motion, to enter into any contract or execute and deliver any instrument in the name of and on behalf of KLTV. Such Authorization may be general or may be confined to specific instances. All written contractual obligations of KLTV, including, but not limited to contracts, leases and assignments, are to be maintained by the Secretary of the Board. All contracts over one year in length or over $1,900.00 in value must be approved by resolution of the Board.

SECTION 9.4 DEPOSITS

All funds of KLTV shall be deposited in the appropriate accounts established by under supervision of the Treasurer. The Board retains the right to invest funds of the corporation, through appropriate representatives, and in the manner provided by law.

SECTION 9.5 GIFTS

The Board may accept on behalf of KLTV any contributions, gifts, or bequests, so long as conditions are consistent with state and federal laws, for any purpose of KLTV.

SECTION 9.6 CONTRACTS & CONTRACTUAL SERVICES

The Board may enter into any contract or reasonable agreement with a private or corporate individual, a private firm or association, the government, the state or any other governmental or Educational jurisdictions for the purpose of implementing and maintaining programs of area-wide Public, Educational, or Governmental Access Television and may receive Sponsorship Grants and gifts in furtherance of such programs. KLTV, including by action of its Board, may contract with Board Members, Officers, Employees or other insiders, provided that, any such relationship shall be fully disclosed to the Board before said contract shall be binding on the corporation. .

SECTION 9.7 TRAVEL

Directors of KLTV, in order to properly and fully conduct official KLTV business, may travel and incur expenses. KLTV Directors shall receive no reimbursement for travel within Cowlitz County. KLTV Directors will receive reimbursement for reasonable expenses incurred while engaged in official business out of county according to the adopted travel policy which applies to all KLTV Employees. Out-of-county travel by Directors shall be authorized by the President subject to annual budget restraints.

ARTICLE X PARLIAMENTARY PROCEDURE

KLTV Meetings shall be conducted under the most recent edition of Robert’’s Rules of Order.

ARTICLE XI AMENDMENTS

These bylaws may be amended by a two-thirds vote of the Members present voting at any annual or special meeting of the Corporation. The Board shall receive proposed changeds at least ninety (90) days prior to the Annual Meeting or Special Meeting and return proposed changes to the author for corrections no later than sixty (60) days prior to the Annual or Special Meeting. All proposed amendments shall be submitted in writing to the Members of The Corporation at least thirty (30) days prior to the meeting at which the amendment is to be voted upon.

The foregoing bylaws of Kelso-Longview Television, Inc., consisting of ___ pages, have been amended, adopted and approved by the Membership, on the 30th day of March, 2007.

 

DIRECTORS:

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