BY-LAWS OF THE SAN MIGUEL EDUCATIONAL FUND
Article I: Membership
Section 1. Qualification for Membership:
Qualification for membership in the corporation shall include the following: (a) Members are interested in the affairs of the corporation; (b) they have contributed twenty dollars ($20.00) or more, or they have contributed ten (10) hours or more of volunteer labor during the twelve months prior to the annual meeting. Members not maintaining at least this minimum annual contribution of money or labor shall be dropped from the membership rolls.
Section 2. Membership Rolls:
The SMEF board shall direct KOTO staff to maintain and update current membership rolls at least semi-annually, and make such rolls accessible to the board quarterly, or upon request. The membership rolls shall be open for inspection to the membership for the purposes of calling member meetings or elections, but may not be inspected, loaned, rented, sold, exchanged, or distributed for commercial, political, or proprietary purposes.
Section 3. Director Qualifications and Elections:
Qualifications for directors shall include, but not be limited to: (a) demonstrated interest and participation in community affairs of Telluride and surrounding areas, (b) an interest in non-commercial community broadcasting, and (c) membership in the corporation.
The members of the corporation shall elect the board of directors. Elections shall be conducted in the following manner: nominations for directors must be received before October 15th of each year. In the event of no SMEF board applicants, the current SMEF board may announce an election to be held at the annual membership meeting.
Interested individuals may submit a letter of intent on their own behalf. Official ballots will be mailed to current members before November 15th of each year. Ballots must be returned to the secretary of the corporation before or at the annual membership meeting, which shall be held on or around December 5th of each year. The secretary shall certify the results of each election and determine by lot the outcome of any tied election.
The FCC shall be notified of all changes in the board of directors. Certain changes may require approval of the commission. If any director is not approved by the FCC, that seat shall be vacant until the position is filled as provided herein.
Article II: Board of Directors
Section 1. Number of Directors:
The number of directors of the corporation shall be seven, except that the board of directors shall be entitled to appoint non-voting, ex-officio directors as they deem appropriate.
Section 2. Length of Terms:
Elected directors generally shall serve terms of two years, except at any one annual meeting no more than four directors shall be elected to two-year terms. Additional directors, if any, elected at that meeting shall be elected to a one-year term. In elections with more than four elected candidates, length of term will be determined by total number of votes received in descending order.
Section 3. Compensation:
Directors shall not be compensated for their service as directors. They may be reimbursed for out-of-pocket expenses incurred in performing the business of the corporation. They may not be regular, salaried employees of KOTO.
Section 4. Designation of Staff:
The Board is empowered to establish and designate staff positions, hire staff members and consultants, and determine staff and consultant compensation. The Board may delegate to certain board members and/or staff certain minor consulting and contracting hiring responsibilities as appropriate.
Section 5. Subcommittees, Committees, and Advisory Boards:
The board of directors may appoint at its discretion members of subcommittees, committees,
and advisory boards that shall include, but not be limited to directors, staff, or members. Such subcommittees, committees, and advisory boards shall be created by resolution, and their authority shall be determined by the directors. Public notice shall be posted at KOTO, and mentioned on the Community Calendar, in the seven-day period prior to any SMEF committee meetings that constitute a quorum.
Section 6. Appointment of Officers:
The board of directors shall, by vote, appoint officers of the corporation annually at the January meeting.
Section 7. Ineligibility for Directors:
Staff of the corporation are not eligible to serve as directors, nor are employees’ immediate family members, domestic partners, or spouses. Recurring contracted employees of periodic fundraising or special events are not prohibited from serving as directors, but their annual earnings from KOTO cannot exceed the reporting requirement for miscellaneous income as established by the Internal Revenue Service for the year of payment.
Section 8. Financial and Ethical Conflicts:
Directors shall not vote on issues which could result in financial gain to themselves, their spouses, domestic partners, or members of their immediate family. They shall declare themselves in conflict when the item in which conflict exists is introduced to the meeting. Also,
a majority of the board members present at any meeting may determine that another board member is in conflict of interest on any given issue by a majority vote. A director that is in conflict may participate in the discussion as a member of the public
Article III: Officers, Delegation, FCC Compliance, Staff
Section 1. Officers:
The officers of the corporation shall consist of the president, vice president, secretary, and treasurer (or secretary/treasurer). The officers of the corporation shall be selected by the directors, by board vote, from among themselves.
Section 2. Business of the Corporation:
The officers of the corporation shall be empowered, and may by delegation empower staff of the corporation, to carry out and delegate decisions of the board of directors. These shall include, but not be limited to, the allocation and scheduling of broadcast and production work, and
such management and financial decisions as are necessary to carry out the business of the corporation.
Section 3. FCC Compliance:
a. Any decision of the members or directors of the corporation may be overridden by the general manager of the corporation if the decision would result in a violation of the rules and regulations of the Federal Communications Commission, or federal, state, or local laws.
b. Open records: The members shall have the right to inspect and copy documents contained in the station's public file as required by the Federal Communications Commission (the “FCC”). Members may also inspect and copy the annual operating and capital fund budgets of the San Miguel Educational Fund, and any official station policies, including but not limited to programming, operating, and personnel policies.
Records shall be made available to members in timely response to requests, at reasonable cost in order to cover any expenses associated with the request, during regular business hours, and at the business office of the corporation.
Section 4. Staff:
The staff of the corporation shall include regular, salaried employees and independent recurring contractors whose work occurs on a regular basis in accordance with the station's personnel policy. The staff is responsible for carrying out the business of the corporation as delegated by the board of directors.
Section 5. General Manager:
The General Manager is a member of staff. The staff of the corporation shall report to the general manager, who shall report directly to the board of directors.
The General Manager is also responsible for determining whether misconduct by other staff members has occurred and overseeing disciplinary actions relating to any misconduct. Misconduct includes but is not limited to: sexual harassment; the creation of a hostile workplace
environment; discrimination based on gender, sexual orientation, race, religion, political affiliation, creed, or nationality; misappropriation of funds or equipment;
Section 6. Designation of Staff Duties:
The directors, at their discretion, may designate another staff member to perform some or all of the duties and functions of the general manager. This person may, or may not, report directly to the directors at their discretion.
Article IV. Member Meetings
Section 1. Regular Meetings:
Regular meetings of the members of the corporation may be held monthly, and public notice of said meetings shall be posted at the station and broadcast at least four times in the seven-day period preceding the meeting. Regular member meetings shall be called to order preceding the regular meetings of the board of directors, if a quorum of members is present.
Section 2. Special Meetings:
Special meetings of the members of the corporation may be called upon written notice of at least five days prior to each meeting, and public notice of such meeting shall be posted at the station and broadcast at least four times in the period preceding the meeting. A special meeting may be called by a quorum of members, by the president, or by two or more directors.
Section 3. Annual Meetings:
Annual meetings of the members of the corporation shall be for the purposes of: (a) electing directors, or if election has occurred by mail-in ballot, announcing the outcome; (b) reviewing the annual budget, fundraising, general operations and accomplishments, and (c) the transaction of such other business as may come before the meeting. Public notice of said meetings shall be posted at the station, on the website and broadcast at least eight times in the seven-day period preceding the meeting. The annual meeting shall be held on or around December 5th of each year, in timely conjunction with KOTO’s broadcasting anniversary.
Section 4. Members Quorums:
A quorum shall be composed of at least two (2) percent of the total membership.
Section 5. Conduct:
The members may select from among themselves a chair to oversee a meeting. All member meetings are to be conducted in accordance with Robert's Rules of Order or any other set of rules selected by the members.
Article V. Directors Meetings
Section 1. Regular Meetings:
Regular meetings of the directors of the corporation shall be held monthly, but the board may vote to not hold one meeting a year during off-season. Public notice of said meetings shall be posted at the station and broadcast at least four times in the seven-day period preceding the meeting.
Section 2. Special Meetings:
Special, or interim, meetings of the directors of the corporation may be called upon written notice of at least five days prior to each meeting, and public notice of such meeting shall be posted at the station and broadcast at least four times in the seven day period preceding the meeting. A special meeting may be called by a quorum of members, by the president, or by two or more directors.
Section 3. Emergency Meetings:
Emergency meetings of the board of directors may be called upon majority consensus of the directors for the purposes of making a fiscal expenditure that cannot wait until the next regularly scheduled meeting. Emergency meetings must be held on at least 24 hours notice, which shall be posted at the station and broadcast at least three times during the notice period.
Section 4. Unanimous Consent:
Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting, if a consent in writing setting forth the action so taken is acknowledged and voted favorably upon by all directors. The corporation may receive any such writing via email or other form of wire, or wireless,communication which provides the corporation with a complete copy of the document and a record of the director’s vote. A record of such acknowledgement and voting results shall be provided in the minutes of the board meeting subsequent to the action. Action taken pursuant to this Section has the same effect as action taken at a meeting of directors and may be described as such in any document.
Section 5. Executive Sessions:
The board of directors may hold an executive session during the course of a regular or special meeting. Executive sessions are limited to discussions of the following issues: a) contract negotiations; b) personnel matters; c) the negotiation, purchase, or sale of real property; or d) attorney-client privileged information. Executive sessions are closed and private and non-directors may be excluded. Executive sessions are limited to discussion only and decisions must be voted on once the board returns to regular session.
Section 6. Meetings Are Open:
Meetings of the board of directors, excluding scheduled executive sessions, are by nature open to the membership and to the general public.
Section 7. Directors Quorums:
Four directors shall constitute a quorum of the board of directors.
Section 8. Conduct of Meetings:
All meetings of the board of directors are to be conducted in accordance with Robert’s Rules of Order or any other set of rules selected by the directors.
Article VI. Vacancies, Resignation, Excused Absences, Misconduct, and Removal of a Director
Section 1. Vacancies:
When a vacancy occurs on the board of directors, said vacancy shall be filled by a two-thirds majority vote of the board of directors present at a regular meeting of the directors. The term will expire at the next annual meeting of the members of the San Miguel Educational Fund.
Section 2. Removal for Absences:
A vacancy may be deemed to exist when a director is absent from two consecutive meetings or three non-consecutive meetings in the course of a year. The secretary will be responsible for keeping attendance records.
Section 3. Excused Absences:
Upon the request of the absentee, the board of directors can excuse a director’s absence by a two-thirds majority vote of the board of directors.
Section 4. Misconduct of Directors:
Directors are subject to removal from the board if a two-thirds majority of the directors determines that misconduct has occurred. Misconduct includes but is not limited to: sexual harassment; the creation of a hostile workplace environment; discrimination based on gender,
sexual orientation, race, religion, political affiliation, creed, or nationality; misappropriation of funds or equipment; and embezzlement. If such removal occurs, the removed director may request, and shall be provided with, a written documentation of the board’s findings on which the removal was based.
Section 5. Removal by Membership:
Directors are subject to removal with or without cause by special election of the membership. If a member wishes to remove a director, a petition must be circulated among the membership, and signatures must be gathered from at least twenty (20) percent of the total number of members that voted in the previous election. If the required number of signatures are gathered by petition, then a special election by mail ballot will be called between 30 and 60 days from submission of the petition. The ballots will address whether or not the director will be removed, and the director shall be removed if a majority of responding members vote for removal.
Article VII. Standards of Conduct, Indemnification
Section 1. Discharge of Duties:
Each director shall discharge the director's duties as a director, including the director's duties as a member of a subcommittee, committee, and advisory board, and each officer and staff with discretionary authority shall discharge the officer's and staff’s duties under that authority: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the director, officer, and staff reasonably believes to be in the best interests of the corporation.
Section 2. Non-liability to Corporation or Its Members:
A director, officer, or staff shall not be liable as such to the corporation or its members for any action taken, or omitted, to be taken as a director, officer, or staff, as the case may be, if, in connection with such action or omission, the director, officer, or staff performed the duties of the position in compliance with these by-laws.
Section 3. Indemnification:
The corporation shall indemnify each director, officer, and staff of the corporation to the fullest extent permissible under the laws of the State of Colorado, and may in its discretion purchase insurance to insure its obligations hereunder or otherwise protecting the persons intended to be protected by this Section. The corporation shall have the right, but shall not be obligated, to indemnify any agent or volunteer of the corporation not otherwise covered by this Section to the fullest extent permissible under the laws of the State of Colorado. If any provision of the Colorado Revised Nonprofit Corporation Act (“the Act”) or these bylaws dealing with indemnification shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the Act or these bylaws that have not been invalidated.
Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the corporation as an organization described in Section 501(c)(3) of the Internal Revenue Code, or that would result in the imposition of any liability under either Section 4941 or Section 4958 of the Internal Revenue Code.
Article VIII. Contracts, Checks, Deposits, etcetera
Section 1. Contracts:
The board of directors may authorize any officers or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation. Such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Notes, etcetera:
All checks, drafts, notes, etcetera shall be signed and executed by persons delegated to do so by the directors of the corporation.
Section 3. Deposits:
All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts:
The board of directors may accept on behalf of the corporation any contribution, gift, bequest,
or devise for the general purposes of the corporation.
Section 5. Distribution of Earnings:
No part of the net earnings of the corporation shall inure to the benefit, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
Article IX. Amendments
Section 1. Amendments:
Amendments to these by-laws may be proposed by the directors, or by a quorum of members, by written submission to the secretary at least sixty days prior to the annual membership meeting. The directors shall consider each proposed amendment and present its recommendations to the membership. The by-laws may be altered, amended, or repealed, and new by-laws may be adopted, by two-thirds of the members voting. Notice of proposed changes must be posted at the station and broadcast at least four times during the thirty day period prior to the meetings to vote on such changes. By-law voting may be made by mail, following the same procedures for election of directors, and any changes must be printed in full on the accompanying ballots.
Section 2. Compliance:
Any alterations or amendments to the by-laws must be in compliance with any applicable FCC regulations and any federal, state, or local laws and regulations.
Article X. Dissolution
Section 1. Dissolution:
This corporation may be dissolved at any time by resolution, passed in accordance with applicable law. Upon dissolution of the corporation, the board of directors shall, after paying all liabilities of the corporation, dispose of all the assets of the corporation to an organization (or
organizations) that qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue Code.
Know all persons by these presents that we, the undersigned, being the directors of the San Miguel Educational Fund, hereby certify that the above by-laws were duly adopted as the by-laws of said corporation by an annual election of the members on this, the
_____ day of _______________, 2016.