ARTICLE I – OFFICES
1.1 Principal Office. The Corporation shall maintain its principal office in the City of Washington, District of Columbia.
1.2 Other Offices. The Corporation may also have offices at such other places, either within or without the District of Columbia, as the activities of the Corporation may require.
ARTICLE II – MEMBERS
2.1 Members. Each Member of the Corporation shall be a licensee which operates at least one radio station meeting the qualifications set forth below in subsections (a) through (f). A licensee’s compliance with these qualifications shall be subject to the review and approval of NPR and its Board of Directors in accordance with procedures established by the Board of Directors. The qualifications the station must meet are:
(a) The station must be licensed by the FCC as a noncommercial, educational radio station.
(b) The Member must ensure that broadcasts will be of high technical quality.
(c) At least one of the Member’s stations must have a minimum of five (5) full time professional radio station staff employed on an annual (12 month) basis. To qualify as a full-time professional, a staff member must be a permanent employee with demonstrated skills and expertise in the management, programming, production, promotion, development or engineering areas of radio station operations. These employees must be paid no less than the minimum Federal hourly wage plus benefits. Non permanent personnel, including students whose student status is a condition of employment, clerical and custodial staff, and persons employed under the terms of a public service training program do not qualify as a full-time professional for purposes of these criteria. The Member must provide equal employment opportunity to all persons.
(d) All stations licensed to (or operated by) the Member and broadcasting NPR programs must have a minimum operational schedule of 18 hours per day, every day of the year; however any station which is restricted in its hours of operation by terms of its license will be eligible if all other criteria are met.
(e) All stations licensed to (or operated by) the Member and broadcasting NPR programming must produce a daily broadcast schedule devoted to programming of good quality for a general audience which serves demonstrated community needs. A program schedule designed: (1) to further the principles of a particular religious philosophy or (2) designed primarily for in-school or professional in-service audiences does not meet the definition of this criterion.
(f) The Board of Directors may waive one or more of the qualifications for Membership, at its discretion.
2.2 Member Obligations.
(a) The Member and all stations licensed to (or operated by) the Member and broadcasting NPR programming must pay all dues, program fees, and assessments as determined by the Board of Directors.
(b) The Member and all stations licensed to (or operated by) the Member and broadcasting NPR programming must comply with all applicable policies of National Public Radio, including the appropriate carriage of national underwriting credits.
(c) A Member, and its Authorized Representative, will be considered in good standing only if it is current on all NPR dues, program fees, and assessments (including late fees), and complies with all applicable policies of National Public Radio, including the appropriate carriage of national underwriting credits.
2.3 The Board may, by policy, confer on stations which meet specific requirements certain rights accorded to NPR stations.
2.4 Representation of Members. Each Member shall designate in writing one Station Representative (Authorized Station Representative), for each station meeting the requirements of 2.1(a) through (f) operated by the Member. The Authorized Station Representative shall be a person engaged in the management or operation of the Member station and shall vote and act for the Member in all matters on which Members vote affecting the Corporation. The Authorized Station Representative may designate, in writing, an Alternate Station Representative to act in his or her place. An Authorized Station Representative shall serve until the Member designates, in writing, a new Authorized Station Representative or until the Authorized Station Representative is no longer engaged in the management or operation of the station. No person may serve as the Authorized Station Representative or Alternate of more than one station.
2.5 Termination of Membership
(a) Any Member may resign from membership in the Corporation after giving at least ninety (90) days’ written notice thereof to the Secretary.
(b) If any station operated by a Member fails to meet all the qualifications set forth in Sections 2.1(a) through (f), or in 2.2 (b), all of the rights conferred on NPR stations may be terminated for that station upon the affirmative vote of at least two-thirds of the entire Board of Directors after the Member has been given at least thirty (30) days’ notice of the proposed termination and afforded an opportunity for a hearing.
If each station operated by a Member ceases to meet the qualifications set forth in Section 2.1 (a) through (f), the Member may be expelled upon the affirmative vote of at least two-thirds of the entire Board of Directors after the Member has been given at least thirty (30) days’ notice of the proposed expulsion and afforded the opportunity for a hearing.
ARTICLE III – MEETING OF MEMBERS
3.1 Annual Meeting. A meeting of the Members shall be held in each year, on a date to be designated by the Board of Directors, for the transaction of such business as may come before the meeting.
3.2 Special Meetings. Special meetings of the Members may be called by the Board of Directors at any time and shall be called at the request of twenty-five (25%) percent of all the Members. With respect to special meetings requested by Members, the Secretary shall transmit all notices required by Section 3.4, but the Corporation shall not be obligated to pay any other expenses of such meetings.
3.3 Place of Meetings. All meetings of the Members shall be held in such places, within or without the District of Columbia, as the Board of Directors may determine.
3.4 Notice of Meetings. The Secretary shall give notice stating the place, day, hour and agenda of any meeting of the Members to each Member entitled to vote at such meeting, not less than thirty (30) nor more than fifty (50) days before the date of such meeting.
3.5 Quorum. A majority of the Authorized Station Representatives, in person, shall constitute a quorum for the transaction of all business at any meeting of the Members. If a quorum is not present, the Authorized Station Representatives present shall adjourn the meeting from time to time until a quorum shall be present. The Members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. When a matter scheduled to be brought before a meeting cannot be acted upon for want of a quorum, the Board of Directors may solicit the vote of the Members on the matter by mail ballot procedure described herein.
3.6 Voting. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws:
(a) At any meeting each Authorized Station Representative shall be entitled to one (1) vote with respect to any matter brought before the Members.
(b) When a matter is brought before the Members at a meeting and if a quorum is present at such meeting, the affirmative vote of the majority of the Authorized Station Representatives present shall decide the matter.
(c) When a matter is brought before the Members by a mail ballot, the affirmative vote of the majority of those Authorized Station Representatives actually voting shall decide such matter.
ARTICLE IV – BOARD OF DIRECTORS
4.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors which may exercise all powers of the Corporation and do all lawful acts and things as are not by law or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Members. The Board of Directors shall have the sole authority to adopt or amend a budget for each fiscal year.
4.2 Delegation of Powers. The Board of Directors may, in its discretion, delegate any and all powers, duties and responsibilities given to it by these Bylaws or by the Articles of Incorporation as are not otherwise prohibited under the laws of the District of Columbia.
4.3 Number and Term of Directors
(a) The Board of Directors shall be comprised of seventeen (17) directors. Ten shall be Member Directors elected from among the Authorized Station Representatives, five (5) shall be members of the general public, and one (1) shall be the Chairperson of the NPR Foundation. The President shall also be a director.
(b)Term. The terms of directors shall be as follows: three (3) Member Directors, commencing at the 1982 Annual Meeting of the Board and for three (3) year periods thereafter; three (3) Member Directors, commencing at the 1983 Annual Meeting of the Board and for three (3) year periods thereafter; four (4) Member Directors, commencing at the 1984 Annual Meeting of the Board and for three (3) year periods thereafter; two (2) Public Directors, commencing at the 1982 Annual Meeting of the Board and for three (3) year periods thereafter; three (3) Public Directors, commencing at the 1983 Annual Meeting of the Board for a three (3) year period until September 30, 1986 when there shall be two (2) Public Directors serving for three year periods thereafter; two (2) Public Directors, one commencing at the 1984 Annual Meeting of the Board and for three (3) year periods thereafter and one (1) commencing at the 1986 Annual Meeting of the Board for a one (1) year period and for three (3) year periods thereafter. Notwithstanding the foregoing, the Public Director position which became vacant in 1997 and which on October 1, 1998 remained vacant shall henceforth no longer be deemed a Public Director position but shall be a director position which shall be held by the Chairperson of the NPR Foundation.
4.4 Member Directors
(a) Nominations. The Chairman of the Board shall each year fix a schedule for the election of Member Directors which complies with the notice requirements set forth in this section, and which ensures that all vacant Member Directorships are filled by vote of the Authorized Station Representatives prior to the next Annual Meeting of the Board. The Chairman of the Board of Directors shall direct a committee charged with nominations, to nominate at least ninety (90) days prior to distribution of the ballots for election of Member Directors, such number of candidates for Member Directors as shall be double the number of expired and unexpired term Member Directors to be elected. Nominations shall be made to fill the vacancies resulting from expired and unexpired terms. Nominations shall be made to fill unexpired term vacancies even if a Member Director was temporarily elected pursuant to Section 4.8 herein. In making such nominations the committee charged with nominations shall seek qualified and experienced candidates representing a variety of types and sizes of stations in different geographical areas, with the objective of obtaining fair representation of the Members and the communities their stations serve. The Secretary shall notify the Authorized Station Representatives of the names of the candidates selected at least forty-five (45) days prior to the distribution of the election ballots. Additional nominations may be made by written petitions signed by at least fifteen (15) Authorized Station Representatives, provided that such petitions are received by the Secretary at least fifteen (15) days prior to the distribution of the election ballots. The Secretary shall notify the Members of the names of the candidates nominated by petition at least seven (7) days prior to the distribution of the election ballots.
(b) Election by Mail Ballots. Mail ballots shall be distributed to all Authorized Station Representatives at least thirty (30) days prior to the return date specified on the ballots. All mail ballots must be completed by the Authorized Station Representatives (but not by proxy) and received by the Secretary, or his or her designee, no later than 5:00 p.m. Eastern time on the return date. The mail ballots which are received in a timely manner shall be tallied promptly and notice of the results of the election shall be sent to the Authorized Station Representatives immediately after the tally is completed. Each Authorized Station Representative shall have one (1) vote for each Member Director to be elected; but no Authorized Station Representative may cast more than one (1) vote for any single nominee. The nominees receiving the largest numbers of votes shall be elected as Member Directors to fill expired term vacancies. Of those candidates remaining, those receiving the largest number of votes shall be elected as Member Directors to fill unexpired term vacancies until the expiration of the term in order of the number of votes received, the candidate receiving the most votes filling the longest unexpired term.
(c) Election at a Meeting. The Board of Directors, at its option, may conduct the election of Member Directors at an annual or special meeting of the Members. In that event, the phrase “prior to the distribution of the election ballot,” as used in subsection (a) of this Section 4.4, shall be construed for purposes of that election to mean “prior to the meeting at which the Member Directors will be elected,” wherever it appears in that subsection. If the election of Member Directors is held at a meeting of Members, each Authorized Station Representative shall have one (1) vote, in person and not by proxy, for each Member Director to be elected; but no Authorized Station Representative may cast more than one (1) vote for any single nominee. The nominees receiving the largest numbers of votes shall be elected as Member Directors to fill expired term vacancies. Of those candidates remaining, those receiving the largest number of votes shall be elected as Member Directors to fill unexpired term vacancies until the expiration of the term in order of the number of votes received, the candidate receiving the most votes filling the longest unexpired term.
(d) Balloting Procedures for Re-Votes. In the event of a tie vote for Station Manager members to the Board or if there is any other reason for requiring a re-vote for any office or upon any question for which a mail ballot is permitted, that the Chairman, acting in consultation with the Board, is authorized to schedule such balloting by any lawful means upon three weeks notice.
(e) Terms of Office. Each Member Director shall hold office until the first Annual Meeting of the Board after he or she or, his or her successor has been elected and shall qualify. A Member Director serving two full three- year terms shall not be eligible for reelection until at least one (1) year after the expiration of such term.
4.5 Public Directors
(a) Election. The Chairman of the Board shall each year fix a schedule for the election of Public Directors which ensures that all vacant Public Directorships are filled by election of the Board of Directors and confirmation of the membership prior to the Annual Meeting of the Board in October. The Board of Directors shall elect Public Directors to fill expired and unexpired term vacancies by a simple majority and subject to confirmation by the Members. Such election shall take place in sufficient time to allow for confirmation of Public Directors in the same ballot by which Member Directors are elected each year. Unexpired term vacancies shall be filled pursuant to this section even if a temporary Public Director has been elected under Section 4.8 hereof. The names of Public Directors so elected shall be submitted to the Members for confirmation as provided in Section 4.5 (b) below, and no person shall serve as Public Director until so confirmed unless that person fills a vacancy under the terms of 4.8 hereof.
(b) Confirmation. Except as otherwise provided below, confirmation of Public Directors shall be by mail ballot. To be counted in the confirmation of the Public Directors, all completed mail ballots must be received by the Secretary, or his or her designee, by the return date specified thereon. If the Board of Directors decides to conduct the election of Member Directors in any year at an annual or special meeting of the Members, the Board shall notify the Members of the names of the newly elected Public Directors at least fifteen (15) days prior to that meeting and shall seek confirmation of the newly elected Public Directors at that meeting. Any newly elected Public Director failing to receive confirmation votes from at least a majority of those Authorized Station Representatives actually casting votes, whether in person or by mail, shall not serve as a Public Director, and the Board shall promptly elect another Public Director, subject to confirmation by the Members as soon as practicable thereafter. Failing confirmation of the substitute Public Director, the Board shall promptly elect a Public Director in accordance with the procedures for filling vacancies specified in Section 4.8 hereof.
(c) Terms of Office. Each Public Director shall hold office until the first Annual Meeting of the Board after he or she or his or her successor has been confirmed. A Public Director serving two full three (3) year terms in succession shall not be eligible for reelection until at least one (1) year after the expiration of his or her last term.
4.6 Disqualification of Directors. A Member Director who ceases to be an Authorized Station Representative thereby shall be disqualified as a director. If a President of the Corporation or a Chairperson of the NPR Foundation resigns or is removed from office, he or she thereby shall be disqualified as a director. A Public Director who earns a substantial portion of his or her livelihood as an officer, employee, agent or representative of any noncommercial educational radio broadcast station or any other public broadcasting organization or agency in the United States thereby shall be disqualified as a director.
4.7 Resignation and Removal of Directors. Any director may resign at any time upon written notice addressed to the Board of Directors mailed or personally delivered to the Secretary. The Board, by the affirmative vote of a majority of the entire Board, may remove a director for cause. The term “cause” shall be deemed to include the failure of a director to attend three (3) duly convened meetings of the Board in succession. Any director disqualified under Section 4.5 (b) or 4.6 of these Bylaws shall be automatically removed as a director on the date of his or her disqualification.
The membership may initiate the removal from office of any Director, other than the President and the Chairperson of the NPR Foundation, if a petition to recall is signed and submitted to the Secretary by at least twenty-five (25) percent of the duly Authorized Representatives.
The Secretary shall submit the petitioners’ recall action to a membership vote in no more than thirty (30) days after its receipt. At least two-thirds of the Authorized Representatives voting either in person at a meeting of the members in which a quorum is present or by mail ballot shall be required to recall a Director. In the case of a mail ballot, the Secretary shall require the return of ballots within thirty (30) days of issuance.
If a recall action is approved, the Director so affected shall be required to be removed from office upon the date of disqualification, and may not be reappointed by the Board of Directors to Board membership.
4.8 Vacancies and Newly Created Directorships. Vacancies and newly created directorships for Member Directors and Public Directors may be filled by the affirmative vote of a majority of the entire Board of Directors. Each director so chosen shall hold office until the next regular election of directors and until he or she or his or her successor is duly elected or confirmed and shall qualify.
4.9 Meetings. (a) The Board of Directors may hold meetings either within or without the District of Columbia. The Chairman of the Board may schedule meetings at differing locations throughout the United States so as to encourage and facilitate attendance of the Members at such meetings.
(b) The Annual Meeting of the Board of Directors shall be held in October of each year. Each director shall be given at least fifteen (15) days’ notice of such Annual Meeting and each such notice shall set forth the time, place and agenda of the meeting.
(c) Regular meetings of the Board of Directors shall be held quarterly at such times and places as shall from time to time be determined by the Board. Special and telephonic meetings of the Board may be called by the Chairman at his or her discretion, and shall be called upon the written request of at least six (6) directors. Each director shall be given at least fifteen (15) days’ notice of any regular or special meeting and each such notice shall set forth the time, place and agenda of the meeting.
(d) At all meetings of the Board of Directors, a majority of the entire Board shall constitute a quorum for the transaction of business. A director may not exercise his or her voting rights by proxy. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law or the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board, the directors present shall adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
(e) Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
4.10 Committees.
(a) Executive Committee. The Board of Directors shall annually elect an Executive Committee consisting of the Chairman, Vice-Chairman, President, and at least two (2) other directors. The Executive Committee shall meet at the call of the Chairman or of at least three (3) members of the Committee. The Executive Committee shall oversee the operations and activities of the Corporation between meetings of the Board and shall have such other powers and duties as may be determined from time to time by the Board.
(b) Additional Committees. The Board of Directors may, by resolution passed by the affirmative vote of a majority of the entire Board of Directors, designate one or more additional committees, each such committee to consist of one or more directors of the Corporation. Subject to approval by a majority of the Board of Directors, the Chairman shall appoint the members of each and every additional committee. Each such committee or committees shall have such duties as may be determined from time to time by resolution adopted by the Board.
(c) Distribution/Interconnection Committee (Augmentation). The Distribution/Interconnection Committee will be a standing Committee of the Board. A majority of its members shall be directors of the corporation appointed pursuant to Section 4.10(b). The Committee shall consist of no fewer than three (3) non-Board members; the number of such members to be elected each year shall be set by the Board. The Board of Directors shall elect, following a systemwide solicitation process, non-Board members to serve three-year terms in a voting capacity on the Distribution/Interconnection Committee, subject to ratification by the participating stations. The rights, responsibilities, and condition of service of non-Board members of the Committee, including policies governing conflict of interest and financial disclosure, shall be the same as for public members of the Committee.
4.11 Compensation.
The directors shall serve as directors without compensation but may be paid or reimbursed for their reasonable expenses, if any, of attending meetings of the Board of Directors and meetings of any committees of which they are members. Directors serving the Corporation in any other capacity may receive compensation therefor.
ARTICLE V – OFFICERS AND EMPLOYEES
5.1 General Provisions.
(a) The officers of the Corporation shall be a Chairman of the Board, Vice Chairman of the Board, President, Vice-President for Distribution, Vice President for News and Information, Vice-President for Cultural Programming and Program Services, Vice-president for Representation, Vice-president for Finance and Administration (Treasurer), Vice-president for Development, Vice-president for Engineering, the General Counsel and a Secretary, and such other officers as the Board may, from time to time, designate. Except for the Chairman and Vice-Chairman of the Board, neither of whom may be full-time employees, the officers of the Corporation, except for the Secretary, shall be full-time employees of the Corporation, compensated as determined from time to time by the Board. The Secretary may be either a member of the Board or a full-time employee of the Corporation. Any number of offices may be held by the same person, except that no person may simultaneously serve as President and Secretary or Treasurer.
(b) All officers of the Corporation shall be elected at the Annual Meeting of the Board for one year terms, but shall hold office at the pleasure of the Board of Directors and at such pleasure, may serve until their successors are chosen and qualify. Any officer elected by the Board may be removed by the Board at any time if the Board shall determine that the best interests of the Corporation shall be served thereby. Any officer may resign at any time upon written notice addressed to the Board of Directors and mailed or personally delivered to the Secretary.
5.2 Chairman and Vice-Chairman of the Board.
(a) The Chairman of the Board shall preside at all meetings of the Members and of the Board and shall see that all orders and resolutions of the Board are carried into effect.
(b) In the absence or inability to act of the Chairman, the Vice-Chairman shall have the powers and perform the duties of the Chairman.
5.3 The President.
The President shall be the chief executive and operating officer of the Corporation and shall have delegated general and active management authority over its properties, affairs and business, subject to the overall guidance of the Board of Directors, the provisions of the Articles of Incorporation and these Bylaws. The President shall appoint an appropriate staff to assist him or her.
5.4 Additional Officers,Additional Duties of Officers.
The officers mentioned and any additional officers elected shall have such additional powers and perform such additional duties as the Board of Directors may from time to time prescribe. In the case of the inability to act of the President, the Board shall name an Acting President, who shall perform the duties of the President, and, when so acting, shall have all the powers of and shall be subject to all restrictions upon, the President.
5.5 Outside Interests of Officers. Employees and Directors.
The Board of Directors from time to time shall adopt rules and regulations governing the conduct of directors, officers or key employees with respect to matters in which they may have any conflict-of-interest with National Public Radio. Such rules and regulations shall forbid directors, officers or key employees from participating personally and substantially in corporate action with respect to any contract, transaction or other matter in which, to-the knowledge of any such director, officer or employee, he/she or any member of his/her immediate family has any interest, financial or otherwise, unless (a) such director, officer or employee makes full disclosure of the circumstances to the Board or its delegate and the Board of its delegate determines that the interest is not so substantial as to affect the integrity of the services of such director, officer or employee, or (b) on the basis of standards to be established in such rules or regulations, the interest is too remote or too inconsequential to affect the integrity of such services. Such rules and regulations may also prohibit, or establish appropriate limits upon, the ownership by such director, officer or employee, or member of his/her immediate family, of securities of any firm or corporation doing a substantial volume of business with the Corporation.
ARTICLE VI – CONTRACTS, LOANS, CHECKS AND BANK ACCOUNTS
6.1 Contracts.
The Board of Directors may authorize the President or any other officer or agent of the Corporation to execute contracts in the name of and on behalf of the Corporation, and such authority may be general or confined to specified instances.
6.2 Loans.
The Board of Directors may specifically authorize any two officers to borrow funds in the name of and on behalf of the Corporation from any bank, trust company or other entity, to execute and deliver promissory notes or other evidences of indebtedness of the Corporation and to mortgage, pledge, hypothecate or transfer any property of the Corporation as security for such borrowings.
6.3 Checks and Drafts.
All checks, drafts and orders for the payment of money and other such instruments issued by or to the Corporation shall be signed or endorsed by such officer or officers, agent or agents of the Corporation and in such manner as the Board of Directors shall determine from time to time.
6.4 Deposits and Accounts.
All funds of the Corporation shall be deposited from time to time in such depositories, including but not limited to banks and trust companies, or invested in such obligations, including but not limited to Treasury Bills, bank certificates of deposit, and commercial paper, as the Board of Directors may determine, or as may be selected by any officer or officers, or agent or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors.
ARTICLE VII – INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES
7.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the name of the Corporation) by reason of the fact that he or she is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, or employee of another corporation, partnership, joint venture, trust or other entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that no indemnification shall be made hereunder in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person (a) did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, (b) was guilty of negligence or misconduct in the performance of his or her duty to the Corporation, or (c) with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
7.2 Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.
7.3 The Board of Directors may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or employee of another corporation, partnership, joint venture, trust or other entity, against any liability incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would be required to indemnify him or her against such liability under the provisions of this Article.
ARTICLE VIII – NOTICES
8.1 Whenever, under the provisions of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any Member or director, such notice shall be given in writing, by mail, to such Member or director at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given on the date of mailing. Notwithstanding the foregoing, notice to directors also may be given by telegram, telex or telephone, if followed by a writing mailed on or about the same day; and such notice shall be deemed to have been given on the date of arrival of the telegram, telex or telephone call. No notice shall be necessary for an adjournment of a meeting other than the announcement thereof at the meeting at which such adjournment takes place.
8.2 Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting of the Members, directors, or a Committee of directors shall constitute a waiver of notice of such meeting except when the Member, director or committee member attends a meeting for the express purpose of objecting, at the beginning of the meeting, 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 meeting of the Members, directors or a committee of directors need be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.
ARTICLE IX – FINANCIAL STATEMENT
9.0 The financial statements of the Corporation shall be audited by independent public accountants selected annually by the Board of Directors. Copies of the audited financial statements certified by the accountants shall be furnished to all Members within thirty (30) days after review and approval by the Board of Directors.
ARTICLE X – FISCAL YEAR
10.0 The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
ARTICLE XI – SEAL
11.0 The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, District of Columbia.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced in any other manner.
ARTICLE XII – SURPLUS FUNDS
12.0 The surplus funds of the Corporation, if any, shall be applied on an annual basis, as the Board of Directors may determine, to establish reserves for contingencies or for any other lawful purposes.
ARTICLE XIII – AMENDMENTS
13.1 Amendments Requiring Board Approval. With the exception of Sections 3.5, 3.6, 4.3 to 4.8 inclusive, 4.11, 9.0, 13.1 and 13.2, these Bylaws may be amended or repealed by the affirmative vote of at least two-thirds of the entire Board of Directors if (a) a description of such alteration or repeal is contained in the notice of the meeting of the Board and such notice is given to the directors at least thirty (30) days in advance of such meeting; and (b) notice of the meeting and the proposed action also is given concurrently to the Authorized Station Representatives to afford them an opportunity to comment thereon.
13.2 Amendments Requiring Membership Approval. These Bylaws may be amended or repealed by the affirmative vote of at least two-thirds of the Authorized Station Representatives voting either in person at a meeting of the Members in which a quorum is present, provided that a description of the proposed amendment is contained in the notice of the meeting of the Members, or by mail ballot, provided a petition to amend, signed by no less than fifteen (15) duly Authorized Representatives, is submitted to the Secretary. The Secretary shall submit the petitioner’s amendment to a membership vote in no more than thirty (30) days after its receipt.