ARTICLE I. OFFICES AND REGISTERED AGENT.
Section 1. Registered Office. The Corporation shall have and continuously maintain in the District of Columbia a registered office, and a registered agent whose office is identical with such registered office, as required by the District of Columbia Nonprofit Corporation Act. The registered office may be, but need not be, identical with the Corporation’s principal office in the District of Columbia. The registered agent or registered office, or both, may be changed from time to time by the Board of Trustees.
Section 2. Other Offices. The Corporation may have such other offices either within or without the District of Columbia as the Board of Trustees may determine or as the affairs of the Corporation may require from time to time.
ARTICLE II. MEMBERS.
Section 1. Classes of Memberships. The Corporation shall have two classes of Memberships, to be designated as: Station Members and Associate Members.
Section 2. Election to Membership.
(a) An organization eligible for membership under Article II, Section 2(b) (1) or (2) of these Bylaws may be accepted as a Station Member or Associate Member, as applicable, following written application in such form as the Board of Trustees shall from time to time determine. Acceptance by the Board of Trustees or the Executive Committee on behalf of the Board shall be required for membership.
(b) (1) Station Membership: An organization operating a television station that is a “noncommercial educational broadcast station,” as defined in the Communications Act of 1934, as amended, may be eligible for Station Membership in the Corporation.
(b) (2) Associate Membership: An organization or individual that is interested in the pursuit and objectives of America’s Public Television Stations, and is not a “noncommercial educational broadcast station” as defined in the Communications Act of 1934, as amended, may be eligible for Associate Membership in the Corporation.
Section 3. Station Rights.
(a) Each Station Member shall be entitled to one vote on each matter submitted to a vote of the Station Members. Each active Station Member shall appoint and certify to the Secretary of the Corporation or designee three representatives who shall represent, vote, and act for the Station Member in all the affairs of the Corporation as follows: (a) two lay representatives, each of whom shall be designated by the Station Member as its representative but in no event a person who earns his or her livelihood as an employee of or consultant to a Station Member, and (b) one professional representative who shall be an employee of the Station Member. Any one of the representatives may represent, vote and act for the Station Member in all affairs of the Corporation, and the Station Member shall designate the voting priority among its three representatives. Station Members may replace any or all of their representatives at will and appoint one or more substitute representatives, provided such removal and replacement is effected by giving written notice thereof to the Corporation in accordance with this Section 3.
(b) Associate Members shall not, unless otherwise provided for in the Bylaws, have the right to vote. The terms and requirements of Section 3(a) are inapplicable to Associate Members.
Section 4. Duration of Membership and Resignation. Membership in the Corporation, including Station Members and Associate Members, unless otherwise provided in this section, shall continue indefinitely until terminated by voluntary withdrawal as herein provided, or otherwise in accordance with these Bylaws. All rights, privileges, and interests of a Station Member or Associate Member in or to the Corporation shall cease on the termination of membership. Any Station Member may withdraw from membership, by giving written notice of such intention to the Secretary of the Corporation or his designee at least 90 days before the intended date of withdrawal. Such notice shall be presented to the Board of Trustees at the next succeeding meeting of the Board of Trustees. Unless otherwise determined by the Board of Trustees, withdrawals shall be effective upon the 90th day after the date of such notice of withdrawal. In any event, any Station Member shall cease to be a Station Member automatically upon (i) cancellation or nonrenewable of the Station Member’s station license or licenses; or (ii) conversion to commercial operations.
Section 5. Termination of Membership.
(a) The Board of Trustees, by affirmative vote of 2/3 of all of the Members of the Board, may suspend or expel a Station Member or Associate Member for cause, and may, by a majority vote of those present at any regularly constituted meeting, suspend or expel any Station Member or Associate Member who shall be in default in the payment of dues for the period fixed in Article X of these Bylaws. Termination shall be effective 30 days after the date on which written notice of termination is given to the Station Member or Associate Member.
(b) Any termination of membership under this Section 5 or resignation of membership under Section 4 of this Article II shall not relieve any Station Member or Associate Member of any outstanding obligation to the Corporation or any obligation assumed by the Station Member or Associate Member on behalf of the Corporation to any third party.
Section 6. Reinstatement. Upon written request signed by a former Station Member or Associate Member and filed with the Secretary or designee, the Board of Trustees may reinstate such former Station Member or Associate Member to membership upon such terms as the Board of Trustees may deem appropriate.
ARTICLE III. MEETINGS OF MEMBERS.
Section 1. Annual Meeting. Annual meetings of the Station and Associate Members shall be held on the first day of June, unless a legal holiday, and if a legal holiday, then on the next secular day following, or at such other date and time and at such place (within or without the District of Columbia) as is designated by the Board of Trustees and stated in the notice of the meeting. Annual meetings shall be held for the purpose of considering annual reports, and for the transaction of such other business as the Board of Trustees shall determine.
Section 2. Special Meetings. Special meetings of the Station and Associate Members may be called by the President, the Board of Trustees, or on the request of not less than one-fourth of the Station Members having voting rights.
Section 3. Place of Meetings. The Board of Trustees may designate any place, either within or without the District of Columbia, as the place of meeting for any annual meeting or for any special meeting.
Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of Station Members shall be delivered, either personally or by mail, to each Station Member entitled to vote at such meeting, not less than 10 days nor more than one year before the date of such meeting, by or at the direction of the Corporation’s officers or persons calling the meeting. In case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Station Member at its address as it appears on the records of the Corporation, with postage thereon prepaid.
Section 5. Informal Action by Station Members. Any action required by law to be taken at a meeting of the Station Members, or any action which may be taken at a meeting of Station Members, may be taken without a meeting if all of the Station Members entitled to vote on such action sign a consent in writing, setting forth the action to be taken.
Section 6. Quorum. The Station Members representing a majority of all Station Members then eligible to vote at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of Station Members, a majority of the Station Members present may adjourn the meeting from time to time without further notice. When a quorum is present at any meeting of the Station Members, the affirmative vote of a majority of the votes entitled to be cast by the Station Members present shall decide any question brought before such meeting unless the question is one upon which by express provision of statute or the Articles of Incorporation or of these Bylaws a different vote is required. In the latter event, such express provision shall govern and control the decision of such question.
Section 7. Proxies. Voting by proxy shall not be permitted. This does not preclude voting by one of the designated representatives of the Station Member as set forth in Article II, Section 3.
Section 8. Voting by Mail. Any vote of the Station Members may be conducted by mail if so authorized by the Board of Trustees.
Section 9. Meeting by Electronic Communication. Notwithstanding anything contained in this Article IV, and if so authorized by the Board of Trustees, any meeting of the Station Members may be held by any means of electronic communication (including teleconference) by which all persons participating in the meeting can be heard by all persons who observe or attend the meeting.
ARTICLE IV. BOARD OF TRUSTEES.
Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Trustees. The Board of Trustees may delegate by resolution duly adopted in accordance with Section 12 or 13 of the Article IV, to any one or more committees established pursuant to Section 2 of Article VI, or to any officers or employees of the Corporation, the power to exercise any portion of the authority of the Board of Trustees in the management of the Corporation. Such delegation shall not operate to relieve the Board of Trustees, or any individual Trustee, from any responsibility imposed upon the Board or such individual by law. Trustees need not be residents of the District of Columbia. An Associate Member shall not be eligible for election to the Board of Trustees.
Section 2. Number. The number of Trustees shall be not fewer than five nor more than twenty-five, such number to be determined from time to time by resolution duly adopted by the Board of Trustees.
Section 3. Designation of Trustees. The Board of Trustees shall comprise the following: (a) up to nine Trustees shall be lay representatives (“Lay Trustees”); (b) up to nine Trustees shall be professional representatives (“Professional Trustees”), provided that the number of Professional Trustees and the number of Lay Trustees shall be equal; and (c) up to six Trustees, not to exceed one-third of the total Trustees, may be elected at-large by the Lay and Professional Trustees (“At-Large Trustees”). The Board of Trustees shall be constituted with a view toward representing the broad diversity of interests among the nation’s public television stations. The President of the Corporation shall also serve ex officio as Trustee as long as the President remains the President of the Corporation. A person who earns his or her livelihood as a noncommercial broadcast professional shall be eligible to serve as an At-Large Trustee only if he or she is the designated professional representative.
Section 4. Classification and Tenure of Trustees.
(a) The Lay and Professional Trustees shall be classified with respect to the period during which they shall severally hold office, by dividing them into three classes, each of which shall consist of up to three Lay Trustees and up to three Professional Trustees, with the term of office of one class expiring each year. At each annual election, the successors to the class of Trustees whose terms shall expire in that year shall be elected to hold office for the term of three years, so that the term of office of one class of Trustees shall expire in each year, except as otherwise provided in this Article IV. Each Lay or Professional Trustee shall hold office for a term of three years or until a successor shall have been elected and qualified, except as otherwise provided in this Article IV. Each At-Large Trustee shall hold office for a term of not more than three years.
(b) Any Trustee may be reelected for one additional consecutive term. A Trustee (other than the President of the Corporation) who has completed two consecutive three-year terms may not be elected for an additional term, except after an intervening period of at least one year; provided, that service as a Trustee to complete an unexpired term upon election to a vacancy, shall not constitute a “term” for purposes of this Section 4(b).
Section 5. Disqualification of Trustees. A Lay or Professional Trustee who ceases to be a lay or professional representative of a Station Member shall be disqualified thereby from continuing to serve as such a Trustee immediately upon such cessation; provided, that any such disqualified individual may be elected to serve as an At-large Trustee subject to Section 3 of this Article IV.
Section 6. Vacancies. Any vacancy occurring in the Board of Trustees and any position to be filled by reason of an increase in the number of Trustees, shall be filled by the Board of Trustees by a vote of no fewer than 2/3 of the Trustees then in office from among a slate of one or more qualified candidates nominated by the Nominating Committee most recently appointed in accordance with Section 7 of this Article IV. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 7. Nominating Committee; Election of Trustees by Ballot
(a) Not less than one hundred fifty days before February 15 of each year, the Chairman of the Board of Trustees shall appoint a Nominating Committee, which shall include one or more representatives of the Station Members of the Association not then serving on the Board of Trustees. In selecting the members of the Nominating Committee, the Chairman shall give consideration to the objectives of including on the committee representatives from different regional areas of the country, different types of public television licensees, and different sizes of stations. It shall be the duty of the Nominating Committee to select and nominate a slate of candidates for all Trustee positions to be filled.
(b) In making such nominations, the Nominating Committee shall consider each potential nominee’s experience and qualifications and shall make such nominations as shall assure representation on the Board of Trustees of individuals representing a balance of such factors as leadership ability and representation of different types and sizes of stations from different localities and areas, ethnic groups and gender. The Lay and Professional Trustees nominated shall be selected from the roster of the Station Members. The At-Large Trustees nominated need not be selected from the roster of Station Members. The number of nominees for Lay Trustees shall equal the number of vacancies to be filled. The number of nominees for Professional Trustees shall exceed the number of vacancies to be filled. The number of nominees for At-Large Trustees shall be at the discretion of the Nominating Committee but shall not exceed the number of vacancies that can be filled. No later than ninety days before February 15 of each year, the Nominating Committee shall send to each Member eligible to vote a list of the Committee’s nominees together with a notice describing the procedure for nominating additional nominees.
(c) Additional nominations may be made by written petition from representatives representing at least 25 Station Members, received by the Secretary of the Corporation or designee sixty days before February 15 of the applicable year; provided, however, that a representative shall not be eligible for nomination by petition unless eligible for nomination by the Nominating Committee.
(d) Election of nominees for all Lay and Professional Trustee positions to be filled shall be held by mail ballot which shall be sent to each Member eligible to vote at least thirty days before February 15 of each year. In the event of a tie vote between two or more nominees for a single vacant position on the Board of Trustees, the tie shall be resolved by a committee comprised of the President, the Chairman of the Board of Trustees and the Chairman of the Nominating Committee. The existence of a tie vote and the identification of the nominees who are tied shall be kept confidential.
(e) Each At-Large Trustee shall be elected by 2/3 of the Lay and Professional Trustees then in office.
(f) Terms of newly elected Trustees (excluding Trustees appointed to fill vacancies) commence at the beginning of the first meeting of the Board after the election of such Trustees occurs.
Section 8. Regular Meetings. A regular annual meeting of the Board of Trustees shall be held on the first day of June, unless a legal holiday, and if a legal holiday, then on the next secular day following, or at such other date and time and at such place (within or without the District of Columbia) as is designated from time to time by the Chairman, the President or any five Trustees and stated in the notice of the meeting. The Board of Trustees may provide by resolution the time and place, either within or without the District of Columbia, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 9. Special Meetings. Special Meetings of the Board of Trustees may be called by or at the request of the Chairman, the President or any five Trustees. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the District of Columbia, as the place for holding any special meeting of the Board called by them.
Section 10. Notice; Waiver of Notice. Notice of any special meeting of the Board of Trustees shall be given at least two days previously thereto by written notice delivered personally or by telecopier or at least three days previously thereto if sent by mail or other means of communication to each Trustee at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of such meeting, unless specifically required by law or by these Bylaws.
Section 11. Quorum. A majority of the Board of Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
Section 12. Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these Bylaws.
Section 13. Informal Action by Trustees. Any action required by law to be taken at a meeting of Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting if all of the Trustees entitled to vote on such action sign a consent in writing, setting forth the action taken.
Section 14. Meeting by Conference Call. Notwithstanding anything contained in this Article IV, any or all Trustees may participate in a meeting of the Board of Trustees or a committee of the Board by means of conference telephone or by any means of communication, including electronic communication, by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
Section 15. Compensation of Trustees. Trustees other than the Presidentshall receive no compensation for their services as Trustees, but shall be entitled to reimbursement of all reasonable expenses incurred by them in connection with meetings of the Board of Trustees or otherwise incurred in connection with the affairs of the Corporation, subject to such reasonable limits as the Board of Trustees may establish from time to time.
Section 16. Attendance. Should any Trustee be absent from three consecutive regular meetings of the Board, without excuse acceptable to the Board, the Board may vote that Trustee’s place vacant, and notice of such action shall be sent to the Trustee concerned. The Board may fill the vacancy as provided in Section 6 of Article IV.
Section 17. Chairman of the Board and Vice Chairmen.
(a) The Chairman of the Board and one or more Vice Chairman shall be elected annually by the Board of Trustees at the first meeting of the Board after the election of the Trustees. The Chairman shall serve as such until a successor has been duly elected and qualified. The Chairman may be reelected for no more than two additional consecutive terms as Chairman provided such individual continues in office as a Trustee. Any immediate past Chairman whose term in office as Trustee has expired shall be invited to serve on the Board for a term of one year as a non-voting advisor to the Board of Trustees.
(b) The Chairman of the Board, if present, shall preside at all meetings of the Station Members and all meetings of the Trustees. In the event of the absence or disability of the Chairman, the Vice Chairman (or in the event there is more than one, the Vice Chairmen in order designated, or on the absence of any designation, in the order of their election), shall perform the duties and exercise the powers of the Chairman of the Board. The Vice Chairman also generally shall assist the Chairman and shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Trustees.
(c) No Trustee or officer of the corporation shall have any power to bind the Corporation or act on its behalf except as expressly set forth in these Bylaws or by resolution of the Board of Trustees.
ARTICLE V. OFFICERS.
Section 1. Executive Officers. The executive officers of the Corporation shall be a President, a Secretary, and a Treasurer to be appointed in accordance with the provisions of this Article V. The Board of Trustees may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed or delegated, from time to time, by the Board of Trustees. Recommendations for election or appointment of executive officers shall be made by the President. Any two or more offices may be held by the same persons, except the offices of President and Secretary.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected or appointed from time to time by the Board of Trustees. New offices may be created and filled at any meeting of the Board of Trustees. Except as provided in Section 3 of this Article V, each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 3. Removal. Any officer elected or appointed by the Board of Trustees or otherwise in accordance with these Bylaws may be removed by the Board of Trustees whenever in its judgment the best interests of the Corporation would be served thereby. Any removal of any officer shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees.
Section 5. President. The President shall be the chief executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President may appoint other executive officers of the Corporation to offices authorized by the Board of Trustees, subject to approval by the Board. The President may sign, alone or with any designee, as authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments except in cases where the signing and execution thereof is expressly reserved to the Board of Trustees or to some other officer or agent of the Corporation by these Bylaws or by statute. In general, the President shall perform all duties incident to the office of the President and such other duties as may be prescribed or delegated by the Board of Trustees from time to time. The President shall serve ex officio as a Trustee, provided, that the President shall automatically cease to be qualified to serve as a Trustee immediately upon the termination of the appointment as President.
Section 6. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Station Members and of the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each Member which shall be furnished to the Secretary by such Member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Trustees.
Section 8. Bond. The Treasurer shall give a bond or similar form of indemnity assurance for the faithful discharge of such officer’s duties in such sums and with such surety or sureties as the Board of Trustees shall determine.
ARTICLE VI. COMMITTEES.
Section 1. Executive Committee. The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint five or more Trustees to constitute an Executive Committee. The Chairman of the Board of Trustees shall be a member and Chairman of the Executive Committee. The Executive Committee shall have and exercise the authority of the Board of Trustees in the management of the Corporation between meetings of the Board, except as expressly limited by the District of Columbia Nonprofit Corporation Act, or by resolution of the Board of Trustees.
Section 2. Other Committees.
(a) The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more other permanent, temporary and ad hoc committees, each of which shall consist of five or more Trustees, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the Corporation between meetings of the Board, except as expressly limited by the District of Columbia Nonprofit Corporation Act.
(b) Other permanent, temporary and ad hoc committees not having and exercising the authority of the Board of Trustees in the management of the Corporation may be appointed by the Chairman of the Board of Trustees. Any officer of the Corporation, any representative, professional or lay, of any Station Member, and any Associate Member may serve, at the direction of the Board of Trustees, as an ex officio member of any committee formed under this Section 2(b) of Article VI.
Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Station and Associate Members of Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman. Subject to Section 1 of this Article VI, one member of each committee shall be appointed chairman by the Chairman of the Board of Trustees.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments or by the Chairman of the Board of Trustees.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Trustees.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS.
Section 1. Contracts. The Board of Trustees may authorize any officer(s), employee(s), or agent(s) of the Corporation, in addition to the officer(s) 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. Such authority may be general or confined to specific instances, and may be delegated to other officers, employees, or agents of the Corporation if so designated in such authorization.
Section 2. Checks, Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s), employee(s), or agent(s) of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees or its designee. In the absence of such determination by the Board of Trustees or its designee, such instruments shall be signed by the Treasurer and countersigned by the President of the Corporation.
Section 3. Deposits. All funds of the Corporation not otherwise employed for the purposes 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 President or Treasurer may select.
Section 4. Gifts. The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, grant or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE VIII. BOOKS AND RECORDS.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Station Members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at the registered or principal office a record giving the names and addresses of the Station Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE IX. FISCAL YEAR.
The fiscal year of the Corporation shall be July 1 to June 30 or as otherwise fixed from time to time by resolution of the Board of Trustees.
ARTICLE X. DUES.
Section 1. Annual Dues. The Board of Trustees may determine from time to time the amount of annual dues payable to the Corporation by Station Members and Associate Members. Such dues may vary in amount from Station Member to Station Member and Associate Member to Associate Member in accordance with criteria established by the Board of Trustees.
Section 2. Payment of Dues. Dues shall be paid in advance on the first day of July in each fiscal year. Dues may be paid in periodic installments, at the sole discretion of the Board of Trustees. Dues of a new Station Member shall be prorated from the first day of the month in which such new Station Member is elected to membership, for the remainder of the fiscal year of the Corporation. The Board of Trustees may, in its discretion, adjust the past dues obligations and payment dates of lapsed Station Members or Associate Members seeking reinstatement.
Section 3. Default and Termination of Membership. In the event that any Station Member or Associate Member shall fail to pay any dues when such dues are owed, its membership may thereupon be terminated by the Board of Trustees, at its discretion, in the manner provided in Article II of these Bylaws.
ARTICLE XI. SEAL.
The Board of Trustees shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, District of Columbia.”
ARTICLE XII. MAIL.
Where the bylaws refer to communication by “mail,” this term refers to communication through the United States mail or by written communication through electronic means, including but not limited to facsimile, electronic mail and computerized communications. If U.S. mail is used, a communication will be deemed delivered when it is deposited in the U.S. mail addressed to the Station Member or Associate Member at its address as it appears on the records of the Corporation, with postage thereon prepaid. If electronic communication is used, a communication will be deemed delivered upon receipt by the transmitting machine of information from the Station Member’s or Associate Member’s receiving machine confirming that the document has been received.
ARTICLE XIII. WAIVER OF NOTICE.
Whenever any notice is required to be given under the provisions of the District of Columbia Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV. ANNUAL AUDIT.
The accounts of the Corporation shall be audited annually in accordance with generally accepted auditing standards by independent certified public accountants. Copies of the report of such audit shall be furnished to all Trustees and Station Members no later than 14 days before the annual meeting.
ARTICLE XV. INDEMNIFICATION OF TRUSTEES.
Section 1. Availability of Indemnification. The Corporation may indemnify each and every person against any and all expenses and liabilities incurred by such person or imposed on such person in connection with any claim, action, suit or proceeding (whether actual or threatened, brought by or in the right of the Corporation or otherwise, civil, criminal, administrative or investigative, including appeals) to which such person may be or is made a party by reason of such person’s being or having been a Trustee, officer, or employee of the Corporation, or at its request of any other corporation, whether for profit or not for profit; provided, however, that there shall be no indemnification in relation to matters as to which such person shall be adjudged in such claim, action, suit or proceeding to be liable for such person’s own negligence or misconduct in the performance of such person’s duty to the Corporation or such other corporation and, in the case of any criminal action or proceeding, that such person had reasonable cause to believe such person’s conduct was unlawful.
Section 2. Indemnification as of Right. Any such person shall be entitled to indemnification as of right (i) if such person has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding, or (ii) except as hereinabove provided, in respect of matters as to which the Board of Trustees, acting by a quorum consisting of Trustees not parties to such claim, action, suit or proceeding, or a court or independent legal counsel shall have determined that such person acted in good faith for a purpose which such person reasonably believed to be in the best interests of the Corporation or such other corporation and, in addition, in the case of any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. The Board of Trustees or such court or independent counsel shall have the power to determine that such person is entitled to indemnification as to some matters even though such person is not so entitled as to others. The termination of any claim, action, suit or proceeding by judgment, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not in itself create a presumption that any such person did not act in good faith for a purpose which such person reasonably believed to be in the best interest of the Corporation and, in the case of any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful.
Section 3. Payments of Indemnification. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees, costs and disbursements, and judgments, fines or penalties against and amounts paid in settlement by such person. The Corporation may advance expenses to, or where appropriate may itself at its expense undertake the defense of any such person; provided, however, that such person shall have undertaken to repay or to reimburse such expenses if it should be ultimately determined that such person is not entitled to indemnification under this Article. Payments of indemnification made pursuant to this Article shall be reported to the Station Members no later than the next Station Members’ meeting.
Section 4. Miscellaneous.
(a) The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.
(b) The rights of indemnification as provided for in this Article shall not be deemed to exclude any other rights to which such person may be entitled, under any provision of law, Bylaw, Articles of Incorporation, agreement, vote of a Board of Trustees, stockholders or Station Members, or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by law. Indemnification as provided for in this Article shall inure to the benefit of the heirs, executors, administrators, or other legal representatives of such person.
(c) If any part of this Article shall be found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
ARTICLE XVI. AMENDMENTS.
Any and all Bylaws of the Corporation may be altered amended or repealed and new Bylaws may be adopted by the affirmative vote of at least 2/3 of the Trustees then in office, at any regular meeting or any special meeting, if at least ten days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. Any change to the Bylaws shall be included in a report to the Station Members which will accompany the minutes of the next annual meeting of Members. No Bylaws may be amended, altered, repealed or adopted in contravention or derogation of the Articles of Incorporation of the Corporation.
Any amendment of the Bylaws altering the classes or number of Members, Delegates or Trustees, or the terms of Trustees shall also require approval of at least a majority of Station Members voting at any annual or special meeting of Station Members.
The Station Members shall have the right to propose amendments to the Bylaws by submitting a written petition signed by at least ten Station Members proposing the adoption of such amendment (stating the substance of the Bylaw to be made or repealed, or of the alteration or amendment) which petition is received by the Secretary of the Corporation or his/her designee no later than sixty days preceding any annual meeting of Members, for inclusion in the written ballot to be sent to all Station Members pursuant to Article III, Section 8. Any such amendment of the Bylaws may be adopted by two-thirds of the Station Members voting at such annual meeting.