CAMBRIDGE COMMUNITY RADIO, INC.
BYLAWS of The Corporation
ARTICLE I – Name
The name of the organization is Cambridge Community Radio, Inc., hereinafter also called the “Corporation”.
ARTICLE II- Registered Office
The registered office of the Corporation shall be located in Cambridge, Maryland.
ARTICLE III- Duration
The duration of the Corporation is perpetual.
ARTICLE IV- Purposes
The purposes of the Corporation are to construct and operate one or more non-profit, educational, community radio stations with local access, to provide a broad base of educational, cultural and informational programming to challenge, broaden and enrich the listening audience; to foster a sense of community within the Mid Shore, Dorchester County, and Cambridge communities; and to share programming and services with a larger listening community via Internet distribution . This Corporation shall possess all powers and rights conferred by law upon non-profit corporations generally. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted of a non-profit corporation.
Cambridge Community Radio, Inc. shall strive to serve personal growth, regarding the individual differences among listeners with respect and joy rather than derision and hate; it will celebrate the human experience as infinitely varied rather than vacuous and banal; it will encourage a spirit of active community participation, rather than apathetic helplessness.
The Corporation shall preserve and present the cultural past, as well as showcase the work of contemporary artists; it shall document, record, and seek to preserve the oral histories of members of our community; it shall be committed to radio programming with a human perspective, respecting all peoples and their environments. The Corporation shall provide programming that engages the listener in understanding themselves, their governments, institutions, and natural and social environment so they may intelligently participate in effecting positive change. The Corporation’s activities should be trustworthy, enhance intellectual development, expand knowledge, deepen aural esthetic enjoyment, increase the pleasure of living in a pluralistic society and result in a service that enriches and gives meaning to the human spirit. The Corporation strives to foster more responsive, informed residents and intelligent citizens of our local communities.
Cambridge Community Radio, Inc. intends to operate one or more non-commercial, listener-supported community radio stations to provide quality programming and services to a broad cross-section of listeners through:
(i) Promotion of communication, education, entertainment, and understanding by providing a forum for both the discussion of public issues, and the expansion of musical and cultural experience.
(ii) Facilitation of community expression and provision of community access to the airwaves for the purpose of sharing music, culture, news, and information.
(iii) Offering alternative perspectives that challenge the cultural and intellectual assumptions of our listeners through unique and diverse programming.
(iv) Orientation towards the audience, especially those under-represented by other media.
ARTICLE V – Membership
Section 1. Voting membership.
- Voting Membership is open to all natural persons sixteen years of age and older.
- Membership becomes effective upon payment of dues and terminates upon voluntary withdrawal, the death of the member, or at the expiration period for which the dues have been paid.
- The right to vote in corporation elections is effective upon payment of dues.
Section 2. Non-voting membership
- Non-voting membership is open to all organizations, businesses, boards, schools, libraries, government agencies, children under the age of 16, or individuals interested in supporting the corporation but who do not desire voting rights.
- Non-voting membership becomes effective upon payment of dues and terminates upon voluntary withdrawal, death, (or dissolution in the case of a corporation or organization) of the member or at the expiration of the period for which the dues have been paid.
Section 3. Membership.
- Composition of Members. The membership of this corporation shall consist of all paid-up members and volunteers meeting criteria established by the Board of Directors.
- Dues and membership levels for both voting and non-voting members shall be set by the board of directors. Both paid up members and volunteers comprise the voting members of the Corporation. Corporate or organization members are non-voting members.
- Dues for the basic level of membership is intended to be maintained at a level affordable by any committed members of the community. Dues are not refundable, nor are memberships transferable.
- Supporting members are business or other organizational members meeting the membership criteria established by the Board, and who are not otherwise eligible to be community members or volunteer members.
- The voting membership of this corporation shall consist of all paid-up Community Members, and qualified Volunteer Members, defined as follows:
- Paid-up Community Members are those persons who have contributed annual membership dues as determined by the Board of Directors. Voting eligibility may be subject to minimum tenure or other criteria as established from time to time by the Board of Directors.
- Volunteers are those persons who have contributed not less than twenty-four hours of uncompensated service to any broadcast station or online streaming channel operated by the Corporation within the previous twelve months.
- Staff consists of those persons employed by the Corporation. Staff may be Members of the Corporation by meeting the same requirements as other paid up Community Members or Volunteer Members. In case of an individual being qualified to be a member in multiple categories (e.g., both a paid-up Community Member as well as a Volunteer Member) only one vote is available to such individuals.
Section 4. Expulsion from membership.
- Members who engage in behavior inimical to the purpose of, or to the existence of the corporation may be expelled from the membership by a 2/3 vote of the directors present at any regular or special meeting of the board of directors at which there is a quorum present.
- Members who are expelled lose all right of membership.
- Previously expelled members may be readmitted to membership only by a unanimous vote of the board.
ARTICLE VI – Annual & Special Meetings
Section 1. In order to vote at the annual meeting a member must be a member in good standing at the start of the meeting. For any special meetings, members entitled to vote must be in good standing for at least six months prior to the date of the special meeting. Proxy voting shall not be permitted in either Annual or Special meetings.
Section 2. The rules contained in Robert’s Rules of Order shall govern the proceedings of the Corporation.
Section 3. Upon petition by 33% of the voting membership roster as of the most recent annual meeting, a special meeting may be called with a minimum of two weeks notice.
Section 4. Minutes shall be recorded at all membership meetings and filed within thirty days by the Secretary in the Corporation’s files; a copy of all minutes shall be submitted to the Board at that same time.
ARTICLE VII – Public Inspection Files
Section 1. All public inspection files required by the FCC or other regulatory agencies shall be kept at the principal office of the Corporation or otherwise made publicly available as required.
ARTICLE VIII – General Membership Meetings
Section 1. Annual Membership Meetings.
- The purpose of the annual meeting is to inform members of the progress of the Corporation as well as the direction headed, with reports on the finances and activities of the Corporation for the prior fiscal year October 1 to September 30. The report shall include projected activities for the current fiscal year as well as any expected financial changes.
- Board election results also will be compiled and announced.
- Public comments by attendees at the meeting and any written comments for those unable to attend shall be permitted. Written comments by those unable to attend must be received by the Secretary 72 hours in advance of the meeting.
- A quorum to conduct business shall consist of not less than 5% of the voting members. No official business may be conducted at any meeting of the general membership unless a quorum is present.
- The Chairman of the Board will preside at the annual membership meeting.
- The annual meeting of the membership shall be held in Cambridge, Maryland at a time and place designated by the Board.
Section 2. Special membership meetings.
- Special membership meetings may be called at any time by four (4) Directors upon written notice to the Chair.
- The Chair must schedule a special membership meeting when presented with a petition requesting one, signed by a minimum of 5% of the voting members. Such meeting must be held within twenty-one (21) days of the validation of the petition by the Board Secretary.
- Written notice stating the place, day, hour, and purpose of any special membership meeting shall be e-mailed to each member at least fourteen (14) days before the meeting. If the special meeting is called by the Board, the Secretary shall be responsible for preparation and transmittal of the notice (whether electronic or mailed as appropriate). If the special meeting is called by petitioners, the petitioners shall be responsible for preparation and transmittal of the required notice.
- At special meetings of the membership a quorum shall exist if five per cent of voting members are present at the meeting.
- The Board Chair will preside at special membership meetings.
- Special membership meetings will be held in Cambridge, Maryland.
ARTICLE IX- Board of Directors
Section 1. The business and property of the Corporation shall be managed by a Board consisting of not less than three Directors. The Corporation’s membership shall elect up to three Board members at the Annual General Meeting. Up to 11 Directors in total may serve, with the non-membership-elected Board members to be appointed by the current Board of Directors.
Section 2. The Board may employ a General Manager, on a compensation or volunteer basis, or any combination thereof, as shall be mutually agreeable, and who shall be empowered to arrange for staffing of other persons as the work of the Corporation may, from time to time, require. When compensation is to be provided for any staff, the compensation shall be agreed to and included within the current budget as authorized and agreed to by the Board of Directors.
Section 3. To serve as a Director, a person must be at least 18 years of age, be a member of the Corporation prior to election (other than founding directors), and must remain a member in good standing during his or her term in office.
Section 4. No employee or contractor of the Corporation or his or her spouse or cohabitant or immediate family member may serve as a Director.
Section 5. The term of a Director elected by the membership shall be three years on a staggered term basis as determined by the Board of Directors. The term of office shall begin immediately after the annual meeting of the general membership at which the election of the Directors is certified. The term of a Director appointed by the Board shall be three years and the term of office shall begin immediately after appointment and seating.
Section 6. The majority of active members of the Board shall have power to fill any vacancy in any office occurring for any reason. The appointee serves for the predecessor’s unexpired term.
Section 7. All actions taken by the Board with proper quorum and majority shall be deemed to be the actions of the full Board. Any dissenting or abstaining member may, at his or her request, have his or her dissension or abstention made a matter of record in the minutes of the meeting.
Section 8. No Director shall receive any compensation for services as a Director.
Section 9. The Board of Directors shall include a designated “Liaison to WHCP” from Historic Cambridge, Inc., so long as Historic Cambridge Inc. serves as licensee for WHCP-LP, or such other FCC licensed station in which Cambridge Community Radio, Inc. is engaged as the local management agent for the station. Such Board member shall be a nonvoting, ex officio member of the Board.
ARTICLE X- Board Elections
Section 1. At least 45 days prior to the annual election, the Nominating Committee of the Board of Directors shall nominate at least one candidate for each vacancy eligible for Board appointment. Additional candidates may be nominated from the general membership by petition, competing for the up to three Membership-elected Board seats. Such a nominating petition must be signed by a minimum of three voting members (other than the candidate) in good standing. All such petitions must be received at the headquarters of the corporation not later than 45 days prior to the election.
Section 2. The Board shall establish specific election policies and procedures. Changes in these policies and procedures must be made at least two months prior to the Annual General Meeting. Copies of these policies and procedures shall be made available, electronically or otherwise, to any interested person upon request to the Secretary of the Corporation.
Section 3. Election of Directors shall be by mail, e-mail, or electronic ballot sent to the membership no less than 30 days prior to the annual meeting. The list of nominees for election on the ballot shall be accompanied with a brief statement by each candidate.
Section 4. Ballots may be cast either by mail, e-mail, electronically, or in person as provided for in the election procedures. Ballots must be received prior to the commencement of counting ballots at the annual membership meeting.
Section 5. Votes shall be tabulated by the Membership Meeting & Election Committee and the tabulated results shall be released as an item of business at the annual meeting. Directors shall be elected according to the highest number of votes received. Any ties shall be broken by coin toss, with the candidate (involved in the tie) with the lowest alphabetical listing based on last name, first name, middle name calling the toss, said toss being administered before the Board by the Secretary of the Corporation.
Section 6. The Board shall certify the results of the election at the first Board meeting following the annual meeting.
ARTICLE XI – Director Impeachment and Removal
Section 1. Any Director may be impeached in accordance with these Bylaws for:
- Unexcused Absences. Absence by a Director from three regular or special meetings of the Board during one year shall be considered resignation by that Director from the Board, unless an absence was excused (and noted in the minutes) for cause by the Chair of the Board.
- For Other Cause. Cause sufficient to warrant removal shall include gross misconduct or malfeasance while in office, violation of the Director’s fiduciary duty to the Corporation, mismanagement of Corporation resources, and any other reason permitted by law.
Section 2. A minimum of ½ of the Board of Directors may call for the impeachment of any Director. Additionally, the membership may nominate a Director for impeachment by a petition signed by at least 20 percent of the members in good standing. Such impeachment nominations shall be in writing, and submitted to the Chair, unless the matter relates to the Chair, in which case the nomination shall be submitted to the Vice-Chair.
Section 3. Within thirty days of the impeachment nomination’s presentation to the Board at a regular or special meeting, the Board shall hear the nomination, review the supporting documents and hear testimony, giving the accused member the opportunity to present a defense to all charges brought against the accused, and vote on the impeachment action. A 2/3 vote of the Directors is required for removal of a Director against whom a petition for impeachment has been filed.
Section 4. Copies of all pertinent documents shall be provided the Director nominated for impeachment at least 7 days prior to any hearing on the petition.
ARTICLE XII – Officers
Section 1. Active members of the Board shall annually elect a President, a Vice-president, a Secretary, a Treasurer, and such other Officers as are deemed necessary at the first meeting held after the annual membership meeting.
Section 3. President & Chair. The Chair of the Board (who may also serve in any other capacity) shall preside at all meetings of the Board. With the authorization of the Board, the Chair may sign on behalf of the Corporation all deeds, mortgages, bonds, leases, promissory notes, contracts, obligations, certificates and other papers and written instruments.
Section 4. Vice-Chair. The Vice-Chair shall assume the duties of the Chair of the Board when the Chair is unable to fulfill those duties described above. Other duties of the Vice Chair shall be prescribed by resolution of the Board.
Section 5. Secretary. The Secretary shall attend all meetings of the Board and General Membership and shall preserve in books of the Corporation true minutes of the proceeding of all such meetings. The Secretary shall have authority to affix the seal of the Corporation to all instruments where its use is required. The Secretary shall give notices of meetings and shall perform such other duties as may be delegated to him by the active members of the Board.
Section 6. Treasurer. The Treasurer shall chair the Finance Committee. The Treasurer shall, with the assistance of the Finance Committee, be responsible for periodic reports to the Board, and annually to the membership, of the fiscal condition of the Corporation. The Treasurer shall be responsible for reviewing all required financial reports, statements and forms, locally, within the State and nationally. The Treasurer shall review the selection of recognized accounting firms or persons to perform appropriate audits, tax, and other financial filings of the Corporation. The Treasurer shall ensure the Auditor reports are directed in writing to the entire Board.
Section 7. The duties of Officers other than those described above shall be defined at the time that such offices are created.
Section 8. No Officer shall receive any compensation for services as an Officer.
Section 9. A vacancy in any office may be filled by the active Board for the unexpired portion of the term.
ARTICLE XIII – Board Meetings
Section 1. The regular meetings of the Board will be held at least monthly at such time and place as to be determined by the Board, provided that any change in the time and place of such regular meeting shall be sent five days in advance to all of the Directors by the Secretary by electronic transmittal. Under exigent circumstances, a quorum of the Board members may waive the five day notice provision.
Section 2. A majority of the Directors shall constitute a quorum at any meetings of said Board. No action can be taken on behalf of the Corporation unless a quorum is present.
Section 3. Special meetings of the Board shall be held whenever called by the Chair, or by three or more Directors of the Board. All Directors shall be given seven days notice of such special meetings by the secretary and the purpose of the meeting by accepted transmittal prior to the time of holding such meetings. Special meetings of the Board shall be conducted only for the purpose for which it was called.
ARTICLE XIV – Committees
Section 1. Standing Committees shall be formed on an annual basis at the first meeting of the Board following the annual membership meeting of the Corporation. Non-board members are eligible for committee appointment, but may not chair a committee and may only sit on committees that do not have or exercise authority to bind or act for the Corporation, except in a non-voting ex officio capacity. All standing committees shall have a written statement of organization and purpose.
Until additional members of the Board are added by the Founding Directors, the Committee of the Whole may serve in each Committee capacity identified below. Additionally, in the event no separate committees are operational at any given point in time, the Committee of the Whole shall be responsible for carrying out the committee functions identified below:
The following are standing committees of the Board:
- Finance Committee. The Finance Committee will review and amend as necessary the budget initially prepared by the General Manager. A final budget shall be submitted by the Committee to the Board for approval on an annual basis. The Finance Committee shall be responsible for long-range fiscal planning. The Finance Committee shall submit reports and recommendations to the Board as appropriate.
- Program Planning Committee. T he Program Committee will draft the Corporation’s long-range strategic programming plans and provide updates, develop action plans on behalf of the Board, and track progress toward completion of goals and objectives. It will study and report on the long-range programming needs and goals of the Corporation and make recommendations to the Board as appropriate.
- Fundraising, Marketing and Promotion Committee. The Fundraising Marketing and Promotion Committee is responsible for the planning and implementation of fundraising activities. This includes membership drives, special events, corporate underwriting, and other related activities. With the consent of the Board of Directors, the committee may delegate any or all of the fundraising duties to a paid member of the staff of the corporation but provide active oversight of the activities of any staff member so assigned. The Committee shall submit reports and recommendations to the Board as appropriate.
- Volunteer and Staff Committee. The Volunteeer and Staff Committee develops and oversees volunteer policies and staff polices for the Corporation. This committee shall submit reports and recommendations to the Board as appropriate.
- Nominating Committee shall consist of Board members charged with identifying suitable Board candidates and recruiting them to offer as appointed or membership-elected Board members.
- Membership Meeting & Election Committee. The Membership Meeting & Election Committee will organize and plan the annual membership meeting. The Committee shall follow election procedures as established by the Board. The Chair of the Membership and Election Committee shall be responsible for announcing the results of votes taken.
Section 2. Executive Committees. The Board may, by resolution, establish Executive Committees consisting of two or more Directors to perform specific tasks and/or expend funds as authorized by the Board. Resolutions establishing such committees must include name of the committee members; specific task(s) of the committee; the maximum amount of corporate funds the Committee may expend in achieving their goal. Actions of the Executive Committees acting within their instructions shall be deemed actions of the entire Board. Executive Committees shall be automatically dissolved upon completion of their assigned tasks or by a vote of the Board.
Section 3. Special Committees. Special Committees shall be formed by the Board as needed. Any member of the corporation in good standing is eligible for appointment. Special committees will dissolve automatically upon completion of the task(s) for which such committees are created.
ARTICLE XV – Community Radio Advisory Board (CRAB)
Section 1. The Board shall establish a Community Radio Community Advisory Board (CRAB) to assist the Corporation in its goal of being dynamically responsive to community needs and interests.
Section 2. Purpose: The role of the CRAB is to advise the Corporation’s Board by reviewing the programming goals established by the station, the service provided by the station, and the significant policy decisions made by the station. The CRAB shall have no authority to exercise any control over the daily management or operation of the station or to exercise control over areas of decision within the authority of the Board of Directors. There shall be separation between the function of the Board of Directors of the Corporation regarding management and operation of any Corporation assets and interests and those of the CRAB in its purely advisory capacity.
Section 3. Membership: The CRAB shall have no fewer than 5 voting members, one of whom will be the Program Director. Membership in the CRAB shall be open to any interested person in the listening area, excepting acting Board or Staff members (apart from the Program Manager as outlined above) or their spouse or cohabitant. The Board of Directors shall appoint members of the CRAB. The CRAB may submit to the Board of Directors the names of individuals for consideration for appointment to the CRAB by the Board of Directors. Members of the CRAB shall be recruited from the station’s listening community to assure that the composition of the CRAB is reasonably representative of the diverse needs and interests of the communities that are served by WHCP (or other Corporation managed services) using criteria such as constituent groups, geographic location, age and gender. It is required that each member of the CRAB will be a member in good standing of Cambridge Community Radio, Inc.
Section 4. Terms: The term of a CRAB member shall be two years, provided that initially established seats shall be divided as equally as possible into two- and three-year terms to produce staggered terms. An exception will be made for any youth under 22 years of age, to provide a one-year term option for matriculation status. CRAB members will serve no more than two (2) full consecutive terms. The term of office shall begin immediately after the annual meeting of the general membership, at which the appointment of members is approved by the general membership.
Section 5. Vacancies: If a vacancy occurs, the remaining CRAB members will have the authority to recommend a replacement for approval by the Board of Directors without the requirement of further approval of the general membership as required in Section 4 above for appointment to a full term. The appointee serves for the predecessor’s unexpired term and may then stand for appointment on his or her own pursuant to Section 4 above
Section 6. Meetings: Regular meetings of the CRAB will be held quarterly, or on such other basis as adopted by the CRAB in the sole discretion of its members. A quorum is established when a simple majority of the members are present. Absence by a CRAB member from three meetings shall be considered resignation unless an absence was excused for cause by the Chair of the CRAB.
Section 7. Officers: Members of the CRAB shall annually elect a Chair, Vice-Chair, and Secretary at the first meeting held after the annual membership meeting.
Section 8. Community Engagement The meetings of the CRAB are intended to engage the CRAB members and any persons attending the meetings in discussions of such issues as what is happening in the community that could be of interest to the community and included in the station’s programming; what the members of the CRAB are doing that might be able to be included in existing or future programming of the radio station; and reaction of the community to the programming of the radio station in order to help the station be responsive to the wishes and needs of the community as they relate to news, information, and radio programs that could be of interest to the community as a whole or to individual segments of the community.
Section 9. Minutes The CRAB shall provide a copy of the CRAB meeting minutes to the Board within 30 days of the date or each meeting.
ARTICLE XVI – Conflicts of Interest
Section 1. It is the policy of the Corporation that each Director, Officer, employee, contractor, and volunteer will conduct their affairs to avoid any conflict between their personal or outside interests and Corporation interests.
Section 2. Directors, Officer, employees, contractors, and volunteers must identify potential conflicts of interest to the Board in writing at least annually. Any person may present to the Board evidence of any current or potential conflict of interest between the Corporations business and a Director, Officer, employee, contractor, volunteer or Corporation member. The Board shall consider the relevant facts of such potential or actual conflicts and vote upon a main motion as to the existence of said conflict and note the decision of the Board on the issue with particularity as to the nature of the potential conflict, the vote taken and treatment of the case in the minutes of the meeting.
Section 3. A Director, Officer, employee, contractor, or volunteer may have a financial arrangement with the Corporation, provided that the individual makes prior full disclosure in writing of the proposed arrangement to the Board and a majority of the disinterested Directors authorize the Corporation to enter into the arrangement prior to the consummation of the arrangement. The individual may not take part in any debate on the arrangement except to explain or answer questions on it, and the individual if a Director shall abstain from any vote on the financial arrangement.
ARTICLE XVII – Representation
Section 1. No member, Officer, Director, contractor, or employee of the Corporation shall represent or appear to represent the Corporation in public statements of policy or action unless that person has the specific authority to do so either from his or her job description within the Corporation or by specific approval from the Board.
ARTICLE XVIII: Contracts, Checks, Deposits, And Funds
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President (Chair?) or Vice President of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time 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 or for any special purpose of the corporation.
ARTICLE XXIX- Amendments
Section 1. Bylaws may be altered, amended, or repealed and new bylaws adopted by a vote of two-thirds of the Directors.
Section 2. Any Bylaw change must be submitted to the Board of Directors as item under New Business at a regularly scheduled Board meeting. No action will be taken until the next regularly scheduled Board meeting.
ARTICLE XX – Indemnification
Each Board of Director, Officer, or employee of Cambridge Community Radio, Inc., and their estates, shall be indemnified by the Corporation against expenses actually and necessarily incurred by them in connection with the defense of any legal proceedings in which they are made a part by reason of being or having been such Director, Officer or employee. However, no indemnification shall be provided if the Director, Officer, or employee is found to be liable for negligence or misconduct in the performance of duties. Such indemnification shall not be deemed exclusive of any other rights to which the Director, Officer, member, committee member, employee, or volunteer may be entitled under any bylaw, agreement, vote of the Board, or otherwise. Upon the winding up and dissolution of this Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a nonprofit fund, foundation, or Corporation, which is organized and operated exclusively for charitable, education, religious and/or scientific purposes and which has established its tax exempt status under section 501 © (3) of the Internal Revenue Code. Errors and Omissions coverage for Board members may be authorized by the Board, subject to availability of funds and a vote to incur the obligation.
Cambridge Community Radio Bylaws
Duly adopted by the founding Board of Directors on this tenth day of November, 2014.
Secretary of the Corporation