Revised and adopted Sept. 15, 2008
ARTICLE I. BASIC POLICY
It is the basic policy of the corporation to be noncommercial, educational, nonsectarian and nonpartisan. The corporation shall operate for the mutual benefit of noncommercial radio stations, organizations and individuals serving the public radio community, and carry on activities as a business league exempt from federal income tax pursuant to Section 501(c)(6) of the Internal Revenue Code of 1954, as amended.
ARTICLE II. MEMBERSHIP
Section 1. Qualifications for Membership. Any noncommercial educational radio station, organization or any individual serving the public radio community may become a member of this corporation and may be admitted as a member upon application to the President. Each member shall appoint a single representative to act on its behalf in matters affecting the corporation including elections.
Section 2. Resignation. Any member of the corporation may resign by filing a written notice of resignation with the President. Such notice shall be presented to the Board of Directors or the Executive Committee at the first meeting after its receipt. Dues payments are not refundable.
Section 3. Suspension. A member may be suspended for a period or expelled for cause, such as violation of any of the Bylaws or rules of the corporation or for conduct prejudicial to the best interest of the corporation. A member shall be expelled for nonpayment of dues or at any time when the member ceases to be a noncommercial radio station, organization or individual serving the public radio community upon notice from the President. A member may be suspended or expelled for cause other than nonpayment of dues or termination of noncommercial radio status upon the recommendation of the Executive Committee and by affirmative vote of a majority of the members of the Board of Directors, provided that a statement of charges shall be mailed by registered mail to the member under charges at its last recorded address at least fifteen (15) days before action is taken thereon. Notice to the member of proposed suspension or expulsion shall be accompanied by a notice of the time when and place where the action is to be taken and the member shall be given an opportunity to present a defense to such action. Dues payments are not refundable.
ARTICLE III. MEETINGS OF MEMBERS
Section 1. Annual Meeting of Members. There shall be an annual meeting of the members each year at a date, time and place as fixed by the Executive Committee for the purpose of receiving the annual report of officers, directors and committees and the transaction of other business. Notice of the meeting shall be mailed, except as herein or by statute otherwise provided, to the last recorded address of each member at least ten (10) days and not more than sixty (60) before the time appointed for the meeting. All notices of a meeting shall set forth the date, time, place and purpose of the meeting.
Section 2. Special Meetings. Special meetings may be called by the President, a majority of the Board of Directors or a majority of the Executive Committee at their discretion. Upon the written request of a majority of the members, the Board of Directors shall call a special meeting to consider a specific subject. Notice for any special meeting is to be given in the same manner as for the annual meeting. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the members of the corporation.
Section 3. Waiver. Notwithstanding the provisions of any of the foregoing sections, a meeting of the members of this corporation may be held at any time and at any place within or without the State of Maryland, and any action may be taken thereat, if notice is waived in writing by every member.
Section 4. Quorum. The presence in person or by proxy of a majority of the members of the corporation shall be necessary to constitute a quorum for the transaction of business.
Section 5. Voting. Each member shall be represented by one person chosen by a procedure which the member deems suitable. It is the responsibility of the member to notify the President of a change in the official representative. When necessary, the member may designate an alternate representative. In any event, each member station, organization or individual shall be entitled to only one vote. If the manner of deciding any question has not been otherwise prescribed, it shall be decided by a majority vote of the members present in person or by proxy.
Section 6. Mail Referendum. For those matters provided for herein that voting may be by mail referendum, such referendum shall be accomplished by the President mailing such referendum to the last recorded address of each member, and the matter decided by the affirmative vote of a majority of the members voting. The mail referendum shall provide for a date when a response must be received to be counted as a vote.
Section 7. Proxies. Every member of the corporation may vote in proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it.
Section 8. Order of Business. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern Public Radio Program Directors Association (“PRPD”) deliberations in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the PRPD may adopt.
ARTICLE IV. DIRECTORS
Section 1. Board of Directors. The Board of Directors shall consist of eleven (11) elected member representatives and shall serve as the legislative body of this corporation. The powers and concerns of the Board shall consist of, but not be limited to, the following:
(a) To establish priorities for the corporation and its activities;
(b) To initiate proposals, policies, programs and procedures for the corporation and for the guidance and direction of the Executive Committee;
(c) To approve policies, programs and procedures for the corporation initiated by the Board of Directors or by the Executive Committee or by the members;
(d) To review policies, programs and procedures of the corporation;
(e) To review budget proposals and to adopt the budget of this corporation for each fiscal year;
(f) To establish the annual service fee for membership in the corporation;
(g) To elect members of the Executive Committee; and
(h) To fill the Board of Directors’ vacancies for the duration of a term.
The members of the Board shall, upon election, immediately enter upon performance of their duties and shall continue in office until their successors shall be duly elected and qualified.
Section 2. Qualification for Board. A member of the board will be an individual serving any noncommercial educational radio station, organization or be an individual serving the public radio community. However, no organization may have more than one person represented on the board of directors.
Section 3. Election of Directors and Term. Each year, at a time determined by the Board, elections will be held to fill the positions of Board members whose terms have expired. The Board members shall be elected by the membership for the term of four (4) years. Such election shall take place by mail referendum no later than (30) days after the last day of the members’ annual meeting. Directors may serve for no more than two (2) consecutive four (4) year terms. After completing the second consecutive four (4) year term, a member must wait one (1) year before serving again.
The Board Development Committee shall be in charge of all elections and nominations, and shall consist of three (3) directors, each of whom when appointed shall be a Board member not serving currently on the Executive Committee. The development committee shall confer to nominate a slate of candidates for every vacancy on the Board annually. In selecting nominees, the development committee shall endeavor to make the Board as broadly representative of the membership of the corporation as possible. The development committee shall publicize its slate of candidates for membership of the Board at least thirty (30) days in advance of the election. Additional candidates may be nominated by petition signed by any seven (7) members of the corporation.
In order to be elected, a person must be employed by a member noncommercial radio station or organization, or be an individual member serving the public radio community. If, after elected, a director’s employment with a member station or organization changes, or, as an individual, no longer serves the public radio community, such person or individual shall immediately notify the President, and continuation as a director shall be at the discretion of the Board and upon a majority vote of all remaining directors.
Section 4. Annual Meeting of Directors. There shall be an annual meeting of directors each year at a date, time and place as fixed by the Executive Committee of the Board of Directors for the purpose of approval of the budget for the following fiscal year, review of the budget and activities of the corporation for the current fiscal year, election of members of the Executive Committee, as provided in the Bylaws, and transaction of other business. Notice of the meeting signed by the President shall be mailed, except as herein or by statute otherwise provided, to the last recorded address of each member at least ten (10) days and not more than sixty (60) days before the time appointed for the meeting. All notices of the meeting shall set forth the place, date, time and purpose of the meeting. Unless otherwise provided, a question shall be decided by a majority vote of the directors present.
Section 5. Special Meetings. Special meetings of the Board of Directors of this corporation may be called at any time by the Executive Committee and shall be held at such date, place and time as the Executive Committee shall direct.
Section 6. Quorum. At Board meetings, a majority of the directors of this corporation shall constitute a quorum, but less than a quorum shall have power to adjourn from time to time until a quorum be present. The only exception to this quorum requirement shall be at a meeting of the Board to remove a director or directors, when at least nine (9) directors shall be present to constitute a quorum.
Section 6. Absence. Should any member of the Board of Directors be absent from two (2) consecutive meetings of the Board without sending a communication to the President stating the reason for so doing, or if the excuse should not be accepted by the members of the Board, the member’s seat on the Board may be declared vacant, and the Board may forthwith proceed to fill the vacancy.
Section 7. Vacancies. Whenever any vacancy occurs in the Board of Directors by death, resignation or otherwise, another member shall be appointed to the Board to fill the vacant position, so that the total members of the Board shall remain at eleven (11).
To fill this vacancy, a list three of candidates shall be compiled by the Board Development Committee. It should be the goal when compiling this list, that the committee provide a slate that reflects race, gender, organizational, and regional diversity. The list shall then be presented to the Board of Directors for a vote, the candidate with the majority of votes being asked to fill the vacancy.
If the candidate with the majority of votes refuses the offer to become a member of the Board of Directors, an offer shall be made to the candidate with the second largest vote and, if that offer be refused, to the third candidate. If all three candidates refuse, the executive committee may appoint someone or ask for another slate of candidates from the Board Development Committee per the guidelines above.
The selection and appointment of a new member of the Board shall be held within sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office for the duration of the term of the Board member being replaced. If a person fills the term of another person for more than two years, that person may not be elected to the Board of Directors for more than one additional consecutive term.
Section 8. Removal of Directors. Any one or more of the directors may be removed either with or without cause, at any time, by a vote of two‑thirds (2/3) of the members present at any special meeting called for that purpose.
ARTICLE V. EXECUTIVE COMMITTEE
Section 1. Number. The Executive Committee of the Board of Directors shall consist of three (3) members of the Board: the Board Chairperson, Treasurer, and Secretary. They will be elected as such by the Board, with the President as the fourth (and non-voting) member of the Executive Committee. Each member of the Board elected to the Executive Committee will serve for a two (2) year term or until a successor is elected. The Executive Committee shall also function as the executive body for the Board of Directors of the corporation and shall, in cooperation with the President, set the agenda for meetings of the Board. In the interim between regular meetings of the Board, the Executive Committee shall have the power to take appropriate action within the context of the priorities, policies, programs and procedures approved by the Board.
Section 2. Removal. A member of the Executive Committee shall be required to resign prior to the end of a term in office for failure to be re-elected as a member of the Board of Directors in subsequent years or upon leaving the position of director for whatever reason.
Section 3. Vacancy. Any vacancy in the Executive Committee may be filled by a vote of the majority of the Board.
Section 4. Resignation. Any member of the Executive Committee may resign by filing a written instrument of resignation with the Board.
Section 5. Term. A person may serve as a member of the Executive Committee for as many terms as such person shall be elected to the position.
Section 6. Meetings. The Executive Committee shall meet at least once a year at a date, time and place at the discretion of the Executive Committee. A quorum shall be a majority of the members. Unless otherwise provided, a question shall be decided by a majority vote of all members present. Notice of such meeting will be mailed by the President to the last recorded address of each member of the Executive Committee and to each officer at least ten (10) days, and not more than thirty (30) days, prior to said meeting. A meeting may be called by the President or by a majority of the members of the Executive Committee. The Executive Committee may invite individuals and representatives of other organizations to attend Executive Committee meetings as non‑voting, ex‑officio members of the Executive Committee.
Section 7. Annual Report. At the annual meeting of the members of this corporation, the President shall provide the members with a report detailing the activities of the association during the year immediately preceding the date of the report. The Executive Committee shall, pursuant to the provisions of the Bylaws, present a report, verified by the President and Treasurer or by a majority of the members of the Executive Committee, showing the amount of real and personal property owned by the corporation, where located and how invested, the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of acquisition, the amount applied, appropriated or expended during the year immediately preceding such date, and the purposes, objects or persons to or for which applications, appropriations or expenditures have been made, and the names and addresses of the institutions and individuals who have been admitted to membership in the corporation during such year, which report shall be filed with the records of the corporation and an abstract therefore entered in the minutes of the proceedings of the annual meeting.
Section 8. Chair. The Board of Directors shall elect a Chair from the members of the Board who shall preside at all meetings of the members and directors of this corporation and at all meetings of the Executive Committee.
ARTICLE VI. OFFICERS
Section 1. Number. The officers of this corporation shall consist of a President, a Chairperson, a Secretary and a Treasurer. The President shall be a member of the Executive Committee. Other officers may, from time to time, be appointed by the Board of Directors.
Section 2. Method of Election. The Chairperson, Secretary and Treasurer, and such other officers as may be appointed by the Board of Directors (except the President), shall be chosen by a majority vote of the Board of Directors at the annual meeting for a two (2) year term. Thereafter, the Board of Directors will elect officers at every second annual meeting. All officers shall hold office for a term of two (2) years, or until their successors are elected, unless otherwise provided herein. The Board of Directors shall have power to fill any vacancies for the unexpired term and may remove any officer of the corporation upon affirmation by a two‑thirds (2/3) vote. In any vote to remove an officer, the officer shall have the opportunity to present arguments in opposition to such action, but shall not vote or be counted to determine a quorum.
Section 3. The Chairperson. The Chairperson shall conduct all board meetings and be the primary liaison between the executive committee and the board of directors. It is the Chairperson’s responsibility to ensure that communication with board is timely and complete. It shall be the Chairperson’s responsibility to coordinate the yearly job performance evaluation of the President by the Executive Committee. In the event of a vacancy of President, the Chairperson will serve as the chair of an ad hoc Hiring Committee. The Chairperson will extend the offer to and negotiate compensation with the candidate for the President position.
Section 4. The Secretary. The Secretary shall take and keep true minutes of all meetings, shall in general perform all duties incident to the office of Secretary, and such other duties as may be assigned to that office by the President or by the Executive Committee.
Section 5 The Treasurer. The Treasurer, subject to the provisions of these Bylaws, and to such regulations as may from time to time be prescribed by the Executive Committee, shall have the custody of the funds of the corporation. The Treasurer shall deposit the funds of the corporation in such banks or trust companies as may from time to time be designated by the Executive Committee. The withdrawal of funds in excess of Thirty Thousand Dollars ($30,000) shall be made only on the signature of the Treasurer and the President. The Treasurer shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to that office by the President or by the Executive Committee. The Treasurer, if required to do so by the Executive Committee, shall give a bond for a faithful discharge of the duties of that office, in such form, and with such sureties, as the Executive Committee shall require.
ARTICLE VII. THE PRESIDENT
Section 1. Appointment. The Executive Committee shall appoint a President for a term of four (4) years, renewable without limit, who shall be the Chief Administrative Officer of this corporation. The Executive Committee shall determine the duties of the President, the compensation and fringe benefits and any other benefits and, at the vote of the Board has the authority to execute an employment agreement.
Section 2. Duties. It shall be the duty of the President, under the general supervision of the Executive Committee, to direct the activities of the corporation. The President shall prepare and present business to be acted upon at meetings of the Board of Directors and the Executive Committee, shall recommend all professional staff appointments to the Executive Committee, and shall perform such other duties as may be assigned to the President by the Executive Committee.
Section 3. Voting and Meeting Participation. The President may only be excluded from a meeting of the Board of Directors, Executive Committee or any committee when the performance of the President is reviewed or during a discussion of the salary of the President. The President shall be a member ex‑officio of all committees, but shall have no vote and shall not be counted for purposes of a quorum.
Section 4. Spending. The President shall have the power to spend corporate funds in accordance with the approved budget, with a margin of ten percent (10%), in amounts of Thirty Thousand Dollars ($30,000) or less, on his or her signature alone, and in amounts greater than Thirty Thousand Dollars ($30,000) with the signature of the Treasurer. The President, if required to do so by the Executive Committee, shall give a bond for a faithful discharge of the duties of that office, in such form and with such sureties as the Executive Committee shall require.
Section 5. Vacancy. When there is vacancy in the President’s position, it is the responsibility of the Executive Committee, with the advice and consent of the Board of Directors, to fill the position. It is the responsibility of the Executive Committee at this time to review and update the job description with input from the Board of Directors and to determine the appropriate compensation for the position.
An ad hoc Hiring Committee will be formed consisting of members of the executive committee, the Chair of the Board Development Committee, and any other members of the Board deemed appropriate by the Chairperson. It is the responsibility of this committee to recruit, select, and interview candidates for the position.
Section 6. Recruiting: To fill this vacancy, a list of candidates will be compiled by the Hiring Committee with input from the other members of the Board of Directors and the outgoing President (if appropriate). The list should reflect race, gender, organizational, and regional diversity. Additionally, the job listing will be posted in periodicals and websites that serve the public broadcasting community. It is at the discretion of the hiring committee to use a search firm or to advertise the position in other venues.
Section7. Selection: When the recruiting process is complete, the Hiring Committee will make its recommendation as to the top candidate for the position to the Board of Directors, providing insight of candidate’s strengths and weaknesses. Each member of the Board of Directors shall then vote on the candidate.
With the majority of the votes, totaling at least six, the candidate will be offered the position. In the case where a candidate does not get a majority of votes, it is the responsibility of the hiring committee to present another candidate for board approval.
The Chairperson will extend the offer to and negotiate compensation with the candidate. If terms cannot be reached, the Chairperson will report this to the board of directors and seek approval on a subsequent candidate. Upon a majority approval, the Chairperson will extend an offer to and negotiate compensation with the second candidate. If terms can not be reached, the Hiring Committee will conduct a new search within the guidelines of this document.
Section 8. Termination. The President may be terminated from employment with or without cause by a vote of two‑thirds (2/3) of the members of the Board present at any special meeting called for that purpose.
ARTICLE VIII. COMMITTEES
The Executive Committee may, by resolution, provide for such committees and delegate to such committees such duties as they shall deem appropriate.
ARTICLE IX. GENERAL FISCAL PROVISIONS
Section 1. Accounting Year. The accounting year of this corporation shall begin on the 1st of January in each year and end on the following 31st of December.
Section 2. Dues. The annual dues of the members of this corporation shall be payable on July 1 for the following 12 month period, in an amount to be determined by the Executive Committee and approved by the Board. New member dues shall be prorated based on the remaining number of months until the following July 1 on the date of the initial membership.
Section 3. Income. The income of this corporation derived from service fees shall be expended in accordance with an operating budget prepared by the President each year and approved by the Board of Directors at the annual meeting. Revisions of the operating budget may be made only upon the approval of two‑thirds (2/3) of the Executive Committee, and such revisions shall be reported to the members of the corporation at the next annual meeting.
Section 4. Grants. Grants from foundations or other agencies shall be expended in accordance with the terms of such grants.
Section 5. Accounts. All financial accounts and records of this corporation shall be examined quarterly by the Board of Directors. The Executive Committee may recommend a formal audit review.
ARTICLE X. Conflict of Interest
Section 1. Reporting Requirement.
(a) Any director, officer, or key employee having an existing or potential direct or indirect financial interest in a contract or other transaction presented to the Board for deliberation, authorization, approval or ratification, or any such person who reasonably believes such an interest exists in another such person, shall make a prompt, full and frank disclosure of the interest to the Board or committee prior to its acting on such contract or transaction which might reasonably be construed to be adverse to PRPD’s interest.
Any director, officer, or key employee has a direct or indirect financial interest if she or he has, through business, investment or family:
i. An ownership or investment interest in any entity with which PRPD has a transaction or arrangement;
ii. A compensation arrangement with PRPD or with any entity or individual with which PRPD has a transaction or arrangement; or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which PRPD is negotiating a transaction or arrangement.
(b) For the purposes of this Article, compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial.
Section 2. Conflict Determination and Resolutions.
(a) The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions below must be observed. If so, such person shall note vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussion or deliberations with respect to, such contract or transaction. Such person may not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.
(b) For the purposes of this Section, a person shall be deemed to have an “interest” in a contract or other transaction if he or she is the party (or one of the parties) contracting or dealing with PRPD or if he or she is a director or officer of, or has a significant financial or influential interest in, an entity contracting or dealing with PRPD, or if he or she is otherwise reasonably likely to gain a significant financial or other personal benefit if the contract or transaction is approved; provided, however, that a person who is a director or officer of a not-for-profit corporate affiliate PRPD shall not be deemed to have a conflict of interest hereunder for that reason alone. For this purpose, a “not-for-profit corporate affiliate” shall mean a not-for-profit corporation controlling, controlled by or under common control with PRPD.
Section 3. Conflict Policies. The Board shall adopt conflict of interest policies requiring:
(a) Regular annual statements from directors, officers and key employees that disclose existing and potential conflicts of interest.
(b) Corrective and disciplinary action with respect to transgressions of such policies.
Section 4. Effect on Contracts and Other Decisions. No contract or other transaction between PRPD and one or more of its directors or officers, or between PRPD and any other corporation, firm, association or other entity in which one or more of PRPD’s directors or officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such director(s) or officer(s) are present at the meeting of the Board which authorizes such contract or transaction, or their votes are counted for such purpose, if the material fact as to such director’s or officer’s interest in such contract or transaction and as to any such common directorship, officership of financial interest are disclosed in good faith or known to the Board or committee and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested director or officer.
Section 5. Disclosure of Criminal Convictions. In the Board’s discretion, any director, officer or key employee may be required to disclose whether he or she has ever been convicted of any crime.
Section 6. Annual Statements. Each director, officer, or key employee shall annually sign a statement which affirms that such person:
(a) has received a copy of the conflicts of interest policy;
(b) has read and understands the policy;
(c) has agreed to comply with the policy; and
(d) understands PRPD is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews. To ensure PRPD operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted which, at a minimum, share include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining;
(b) Whether partnership, joint ventures, and arrangements with management organizations conform to PRPD’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
ARTICLE XI. AMENDMENT OF BYLAWS
At any meeting of the Board of Directors, notice of which shall have been given as called by the President with approval of a majority of the Executive Committee, these Bylaws may be amended or repealed by an affirmative vote of two‑thirds (2/3) of those Board members present and voting, providing that copies of the proposed amendment(s) be sent to members thirty (30) days prior to the meeting. Proposed changes to these Bylaws are amendable provided that such amendments do not change the intent of the circulated motion. Motions not amending or repealing these Bylaws require a majority vote of those present and voting.