ARTICLE ONE: MEMBERSHIP
Section 1. Membership
A.I.R. shall be a membership organization. There shall be three categories of membership:
a. Organizational Membership – shall be open to organizations providing radio/audio programs and services (including but not limited to, production, presentation, research, distribution, exhibition, or education).
b. Individual Membership – shall be open to individuals only.
c. Affiliate Membership – shall be open to all other organizations, foundations, and corporations who are interested in the field of radio/audio production.
I. Membership shall be automatically conferred upon payment of dues.
A. Withdrawal of membership shall be automatic upon nonpayment of dues, and may also be accomplished by a letter of resignation written to the board.
B. Members may also be asked to resign by vote of more than two-thirds (2/3) of voting members, a vote of more than two-thirds (2/3) of the Board of Directors, for activities incompatible with the objectives and purposes of A.I.R.
C. It shall be at the sole discretion of the Board whether organizations are eligible for Organizational membership. Any organization applying shall be eligible for affiliate membership. The term “voting members” shall refer to Organizational and Individual members only.
Section 2. Membership Dues
Each member is required to pay annual dues to A.I.R. to be determined by the Board of Directors. Such dues shall be payable as the Board of Directors may determine.
Section 3. Organizational Member’s Representatives
Each organizational member shall designate one (1) individual as its Representative to act for it and on its behalf with respect to all matters pertaining to A.I.R. and one (1) Alternate who shall act in the event of the Representative’s absence or incapacity. The member’s designation of its Representative shall be by written notification to the Secretary of A.I.R, and shall be effective until superseded by further written notification.
Section 4. Annual Meeting of Members
The annual meeting of the members shall be held within thirteen (13) months of the previous annual meeting, at the principal office of A.I.R., or at such place within or without the State of New York as the Board of Directors may from time to time determine and as shall be designated in the notice of such a meeting.
Section 5. Special Meetings of Members
Special meetings of the members for any purpose or purposes may be called by the Secretary upon the discretion of the President, the Board of Directors, or ten (10%) percent of the voting members upon their written demand, which must be presented to the Secretary. Special meetings shall be held at the principal office of A.I.R., or such place within or without the State of New York as the Board of Directors may from time to time determine and as shall be designated in the notice of such a meeting.
Section 6. Voting Members Meetings
Whenever necessary, the President, the Board of Directors, or ten (10%) percent of the voting members, upon their written demand which must be presented to the Secretary, may call a meeting of the voting members only.
Section 7. Notice of Meetings
Written notice of all meetings of members, stating time, place and objectives thereof, shall be served personally or by first class mail at least ten (10) and not more than fifty (50) days before such meeting to each member or its Representative at his/her address as it then appears on the books of A.I.R. In the case of a special meeting demanded in writing by ten (10%) percent of the voting members pursuant to Section 7 above, the Secretary shall give notice promptly upon receipt of the written demand, and if he or she fails to do so within five (5) business days, any member signing such demand may give such notice
Section 8. Voting
a. Only voting members in good standing shall be entitled to vote at meetings. Each voting member shall be entitled to one (1) vote.
b. The voting members shall have exclusive right to vote on all matters pertaining to the affairs of A.I.R.
c. At all meetings of members at which a quorum is present, all questions, except as otherwise provided by statute, by the Certificate of Incorporation, or by these by-laws, shall be decided by the vote of a majority of the voting members who shall vote thereof.
Section 9. Proxies
Every member entitled to vote at a meeting of members or to express consent or dissent may authorize another individual to act for it by proxy. In order to be effective, each proxy must be in writing, signed by the authorizing member, and submitted to the Secretary of A.I.R.
Section 10. Quorum
At the meetings of A.I.R., twenty-five (25%) percent of the total voting membership, present in person, shall constitute a quorum. If, however, such a quorum shall not be present at any meeting of the members, the voting members present in person shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of voting members shall attend. If a quorum is present at any such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called.
Section 11. Annual Report
The Board of Directors, pursuant to Section 519 of the Not-for Profit Corporation Law of the State of New York, shall present at the annual meeting of the members and file with the minutes thereof a report, duly verified or certified and containing information as provided by Section 519, or any successor provision.
Section 12. Mail Referendum
A referendum of the membership shall be conducted by mail on any issue whenever:
a. Required by Board
b. Requested by a petition of ten (10%) percent of voting members.
Such request shall be made in writing and sent to the Secretary who shall verify the status of all member signatures on the petition and arrange with the Board for execution of the referendum within seventy-five (75) days of receipt of the petition.
ARTICLE TWO: BOARD OF DIRECTORS
The Board of Directors of A.I.R. shall be composed of persons elected from the voting (Organizational and Individual) members of A.I.R. and others appointed by the elected Directors. In addition, the Executive Director of A.I.R. shall be an ex-officio, member of the Board of Directors, and shall be authorized to vote on all issues brought before the Board, except those issues specifically related to the Executive Director’s employment and/or remuneration or discussions pertaining thereto. Elected members of the Board of Directors shall serve until the election and qualification of their successors.
Section 1. Powers and Duties of Directors
a. All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly provided by law, by the Certificate of Incorporation, or by these by-laws.
b. The duties of the Board of Directors shall include, but not be limited to, the following:
1. To manage the affairs of A.I.R.
2. To transact necessary business in the intervals between meetings of the membership and such other business as may be referred to it by the Executive Committee.
3. To create standing committees.
4. To approve the plans of work of the standing committees.
5. To appoint an auditor or an auditing committee.
6. To approve and oversee the organization’s budget.
7. To take necessary and appropriate steps to secure the financial stability of A.I.R.
8. To select an Executive Director for A.I.R., who shall select and approve all A.I.R. personnel other than the officers described in Article Three.
Section 2. Number of Directors
The number of elected Directors shall not be fewer than nine (9) including three (3) Organizational Directors and six (6) Individual Directors. Subject to these minima, the number of Directors may be increased or decreased from time to time by a vote of the majority of the entire Board. Until so changed, the number of Directors shall be thirteen (13). The number of Organizational Directors shall not exceed one-third (1/3) of the number of Individual Directors. The balance of the Board, exclusive of the Executive Director of A.I.R., shall be composed of Appointed Directors, but in no event shall the total number of Organizational and Appointed Directors exceed the number of Individual Elected Directors.
Section 3. Election, Appointment, and Removal of Directors
a. Directors shall be elected by mail ballot within sixty (60) days following the annual meeting of members. Both Organizational and Individual members may nominate and vote for all vacancies on the elected Board of Directors. The number of vacancies in each category shall be specified in the ballot. Those nominees having the greatest number of votes in each category, Organizational and Individual Directors shall be elected to the Board. Of the nominees not elected, those receiving the greatest number of votes shall be designated as Alternate Organizational and Alternate Individual Directors, and shall (in order of the number of votes received) assume office immediately upon resignation or removal of any elected Organizational and Individual Director, respectively. Nominations may be made at the annual meeting or may be submitted in writing in advance of the annual meeting.
b. Directors shall be elected for a term of three (3) years to replace those whose terms shall expire. Directors shall be elected for no more than three (3) consecutive terms. The terms shall be staggered so that at the time of the election, as near as possible to fifty (50%) percent of the Directors are beginning their terms.
c. The elected Directors (Organizational and Individual Directors collectively) may, from time to time, appoint Directors of the Board of A.I.R. Appointed Directors shall hold office for a term of three (3) years from the date of the appointment, and shall have the same rights and responsibilities as elected Directors. Appointed Directors shall serve no more than two (2) consecutive terms.
d. If a Director is absent from three (3) consecutive meetings of the Board without cause, the Board may declare the place of that Director vacant. The term of office of any Director may be terminated at any time, with or without cause, by decision of two-thirds (2/3) of the voting members at any regular and special meeting, or by mail pursuant to Article One (1) Section 12, of these by-laws.
Section 4. Qualifications
Any person who meets the requirements of the statutes of the State of New York pertaining to the qualifications of Directors of Corporations organized under the Not-for-Profit Law may be elected a Director of A.I.R.
Section 5. Resignation
Any Director may resign, at any time, by notifying in writing the President or Secretary. Any such resignation shall take effect at the time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Regular and Special Meetings
Regular meetings of the Board of Directors may be held at such places and times as may be fixed from time to time by resolution of the Board of Directors and no notice need be given of such regular meetings. The President or Secretary may call, and upon a written request signed by any three (3) Directors, shall call a special meeting of the Board of Directors.
Section 7. Notice
Notice of special meetings of the Board of Directors shall be in writing or by telephone. Each Director shall be notified at his/her last known address at least ten (10) days before the time designated for such a meeting. Emergency meetings, however, may be called on two (2) days notice.
Section 8. Quorum
The presence in person or by telephone of at least fifty (50%) percent of the Board of Directors shall be necessary and sufficient to constitute a quorum, but a smaller number may adjourn any meeting to a later date and at least ten (10) days [two (2) days in an emergency] notice of such adjournment date shall be given in the manner provided in Section 7 above to each Director who is not present at such meeting.
Section 9. Manner of Acting
a. Except as otherwise provided by statute, by the Certificate of Incorporation, or by these by-laws, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
b. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting in one location if all of the Directors or committee members, as the case may be, participate in a telephone conference call during which each participant is able to simultaneously hear and speak with all other participants.
Section 10. Vacancies and Newly Created Directorships
a. Subject to the provisions of Article Two, Section 3 (a) of these By Laws, any vacancy arising for any reason in the Board of Directors shall be filled by majority vote of those entitled to elect or appoint the Director whose place has become vacant. However, if a vacancy remains unfilled for six (6) months and a quorum cannot be obtained as a consequence, the remaining Directors may appoint a Director to fill such a vacancy. A Director elected or appointed to fill a vacancy shall hold office for the duration of the term of the Director whose place has become vacant.
b. Newly created Directorships resulting from an increase in the number of Directors shall be filled by vote of the members at a meeting called specially for that purpose or by appointment by elected Directors, consistent with other provisions of this Article.
ARTICLE THREE: OFFICERS
The Officers of A.I.R. shall be President, one or more Vice-Presidents, a Secretary, and a Treasurer.
Section 1. Election and Term of Office
Officers shall be elected by the Board of Directors from its members for a one-year term, and until their successors are duly elected and qualified, at each annual meeting of the Board of Directors.
Section 2. Removal of Officers
The Board of Directors shall have the right to remove any officer at any time, with or without cause, by two-thirds (2/3) vote of the entire Board.
Section 3. Resignation
Any officer may resign at any time by notifying in writing the President, Secretary, or the Board of Directors of A.I.R. Any such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. President: Powers and Duties
The President shall be responsible for the supervision and functioning of AIR under the general direction of the Board of Directors and the voting membership. Except in cases where it shall be expressly delegated by the Board or by the by-laws to some other officer or agent, the President may sign and execute in the name of A.I.R. leases, bonds, contracts, and other instruments. The President shall preside at all meetings of members and of the Board of Directors and may give notice of any meeting, either of members or of the Board of Directors, when called in accordance with the provisions of these by-laws. The President shall report to the Board and the members at each of these meetings.
Section 5. Secretary: Powers and Duties
The Secretary shall give notice of the meetings of members and of the Board of Directors as provided by these by-laws, record their proceedings, keep the seal of A.I.R., maintain an accurate list of members of A.I.R with their names, addresses, and telephone numbers, and perform such other duties as may be assigned by the President or the Board of Directors.
Section 6. Treasurer: Powers and Duties
The Treasurer shall collect and keep an account of all monies received and expended for the use of A.I.R.; deposit corporate funds in depositories approved by the Board of Directors; make reports of the finances of A.I.R. at each annual meeting, at each regular meeting of the Board and when requested by the President, or at a regular or special meeting when requested in writing by at least ten (10%) percent of the voting membership at least two (2) weeks before such meeting; and performs such other duties as may be assigned to her/him by the President or the Board of Directors. A.I.R. funds, books, vouchers, and any other materials in the hands of the Treasurer shall be at all times subject to the inspection, supervision, and control of the Board of Directors, and at the expiration of her/his term of office, within thirty (30) days, all A.I.R. books, money and other property in her/his possession shall be returned to A.I.R.
Section 7. Vacancies
Vacancies in any office may be filled by the Board of Directors at any regular or special meeting.
Section 8. Compensation of Directors or Officers
No Director or other officer of A.I.R. shall receive as such, directly or indirectly, any salary, compensation, emolument, or fee, but a Director or other officer may receive a reasonable salary, compensation, emolument, or fee for services performed for A.I.R. in any other capacity.
Section 9. Annual Report
At each annual meeting of members, the Directors shall present a report in accordance with Section 46 of the Membership Corporation Law and file said report.
Section 10. Negotiable Instruments
Checks, promissory notes, and other instruments for payment of money shall be signed by such person or persons as may from time to time be designated by the Board of Directors.
Section 11. Indemnification of Directors and Officers
A.I.R. shall indemnify each Director and officer against expenses, including counsel fees, actually and necessarily incurred by her/him in connection with the defense of any action, suit, or proceeding in which she/he is made a party by reason of her/his being or having been a Director or Officer of A.I.R. or his/her having served A.I.R. in any other capacity, as agent or otherwise, except in relation to matters as to which she/he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of her/his duties as such Director, officer, or agent or in such other capacity. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any Director or officer, may be entitled under any present or future statute, by-law, agreement, vote of members or otherwise. Wherever in this section reference is made to a Director or officer, such reference shall be deemed to include the heirs, executors, and administrators of such Director or officer.
Section 12. Advisory Directors
The Board of Directors, subject to the approval of the Executive Director may appoint, from time to time, any number of Advisory Directors to assist the Board in its duties. Unless otherwise specified by the Board of Directors, Advisory Directors shall have no duties, powers, obligations other than to render, either as individuals or as a group, advisory opinions to the Board of Directors for consideration. At the discretion of the Board of Directors, the Advisory Directors may be invited to meet with the Board in an advisory capacity. The Board of Directors may make such rules and regulations regarding meetings of the Advisory Directors, and their rights and duties, as it may deem appropriate.
Section 13. Term of Office
The term of office of each Advisory Director shall be of indefinite duration unless a term is specified at the time of election of such Advisory Director, but any such Advisory Director may be removed from office at any time, with or without cause, by the Board of Directors, with the approval of the Executive Director.
ARTICLE FOUR: OTHER COMMITEES
The Board of Directors may, from time to time, authorize the creation of additional committees and may determine the names of such committees and whether or not the members of such committees must be members or Directors of A.I.R. The Board of Directors may select the members of such committees or may authorize the President and/or any other officer(s) to select the members of any such committee.
a. Each member of the Board who is not an officer or the Executive Director shall either chair or serve on a committee.
b. In addition to its officers and the Executive Director, which shall constitute the Executive Committee, the Board of Directors shall maintain the following Standing Committees, each one of which shall be chaired by a member of the Board:
ARTICLE FIVE: AMENDMENTS TO THE BY-LAWS
These by-laws may be amended by a vote of the voting members of any annual or special membership meeting when a quorum is present or by mail (with a quorum participating), provided that (1) the amendment has been proposed by the Board of Directors or by a petition of five (5%) of the voting members, and (2) a written notice of the proposed amendment has been mailed to all members, postmarked at least (2) weeks before such membership meeting.