MMCTV Board of Directors

 Bylaws

Table of Contents

Article I                             Purposes                               

Article II                            Membership

Article III                           Board of Directors

Article IV                           Officers

Article V                             Meetings

Article VII                           Powers

Article VIII                          Execution of Instruments                  

Article IX                            Indemnification of Officers

Article X                             Amendment of By-Laws

Article XI                            Dissolution

Article I

PURPOSES

                Section I. Promotion of Public Access.  The Purpose of  Mount Mansfield Community Television, Inc. (MMCTV), a Vermont non-profit corporation, is to promote the utilization of public service access channels on the cable television system serving Richmond, Jericho and Underhill, Vermont by assisting in and promoting the development of local programming by and for individuals in the community, and various ethnic, religious, educational, governmental, professional, cultural and other citizen groups.  The Corporation shall make facilities and equipment available to the general public for the production of non-commercial educational or cultural programs for communication to the public via the public service channels of the cable television system in Richmond, Jericho and Underhill, Vermont.

                Section 2.  Basis for Organization.  Said corporation is organized exclusively for (charitable) educational, and literacy purposes within the meaning of Section 501( C)(3), of the Internal Revenue Code.

                Section 3.  Prohibited Activities.  Said corporation willnot engage in any activity not permitted to be carried on by a corporation exempt under Section 501 ( C) (3), or by a corporation, contributions which are deductible under Section 170 ( C)(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law.

Article II

MEMBERSHIP

                Section 1.  Membership is open to persons who live, work or attend school in Richmond, Jericho or Underhill, Vermont  (the Service Area serviced by Richmond Cable\Adelphia Communications) and to any organization operating within the Service Territory.

Article III

BOARD OF DIRECTORS

                Section 1. Number of Directors.  The corporation shall be governed by a seven-member Board of Directors.  Three members shall be appointed by the legislative bodies of Richmond, Jericho and Underhill (1 each).  The remaining four (4) members shall be elected by the members by a ballot, to be distributed in the bills.

                Section 2.  Composition of the Board  The Board of Directors (BOD) shall be broadly representative of Community groups or interests such as ethnic minorities, organized religion, education, government, neighborhood groups, youth, elderly, women, business, labor, handicapped, social service agencies, and other groups.  A majority of the BOD shall reside in the service area and all BOD members must either work, reside or attend school in the Service Territory  during the term of office.  No member may serve if they no longer work, reside or attend school in the service area, and thus constitutes a de facto resignation.

                Section 3.  Term of Directors.  Directors shall serve  for a term of three years from the date they take office, except when filling a vacancy for an unexpired term.  The terms of the first BOD shall be staggered to not allow for than two vacancies in any one year.  Terms shall be limited to two consecutive full terms unless such termination would create a vacancy on the Board, thereby allowing the maximum number of terms to be no more  than three terms.

                Section 4.  Removal from Office. Any officer may be removed from office by the affirmative vote of two-thirds of the BOD.  Any director who is absent from three consecutive meetings of the BOD may be replaced by the affirmative vote of two-thirds of the Board.

                Section 5.  Vacancies.  Any vacancy of a Director shall be filled for the unexpired term by a majority vote of the remaining BOD.

                Section 6.  Other Committees.  The BOD may appoint such permanent standing and special committees as necessary  to conduct the business of the Corporation.

                Section 7.  Ex-officio Members of the Board.  A member of MMCTV, the Channel Manager/Executive Director, and a representative of the Cable Company may serve as ex-officio members of the BOD.  The BOD may appoint special advisors to serve as other ex-officio members of the BOD.  Such ex-officio members shall have no vote.

                Section 8.  Compensation.  There shall be no compensation to any member of the BOD except for reimbursement of expenses related to MMCTV and other activities approved by the BOD.

Article IV

OFFICERS

                Section 1.  Election of Officers.  The officers of the corporation shall consist of a President, Vice-President, Secretary and Treasurer.  The officers shall be elected annually by and from the BOD, at the first meeting after the annual meeting of members.

                Section 2.  President.  The President shall be the chief executive officer of the Corporation and shall preside over all meetings of the BOD.

                Section 3.  Vice President.  The Vice-president shall perform those duties and exercise those powers of the President during the President’s absence or disability.

                Section 4. Secretary.  The Secretary shall be responsible for receiving and sending all communications to and from the corporation: attending all meetings of the members and of the Board of Directors:  preserving in books of the corporation true minutes of the proceedings of all such meetings; giving all notices required by statute, by-law, or resolution; and performing such other duties as may be delegated by the president or by the Board of Directors.

                Section 5.  Treasurer.  The Treasurer shall have custody of all Corporate funds and securities and shall keep accurate accounts of all receipts and disbursements of the Corporation.  The Treasurer shall deposit all monies, securities and other valuable effects in the name of the Corporation in such depositories as designated by the Board of Directors, taking proper vouchers for such disbursements.  When requested by the Board of Directors,  the Treasurer shall make an account of all transactions and financial  conditions of the Corporation.  If required by the Board of Directors, Treasurer shall obtain and keep in force a bond on an amount established by the Board of Directors, Treasurer shall obtain and keep in force a bond on an amount established by the Board of Directors, conditioned upon faithful performance of the Treasurer’s duties and the Treasurer’s office and the return to the corporation in case of the death, resignation, retirement or removal from office all books, papers, vouchers, money and property of whatever kind in his/her possession or under his/her control belonging to the Corporation.  The books and records of the Treasurer may be audited annually by a certified public accountant but not less than every three years.  The Treasurer shall perform such other duties as may be assigned to him/her by the Board of Directors or by the President.

                Section 6.  Execution of Duties.  The Board of Directors may delegate these duties to the Executive Director, except where such duties are defined by Federal, State and Local statute.

Article V

MEETINGS

                Section 1.  Annual Meetings of Members.  An annual meeting of members shall be held in January, at which time newly elected and appointed board members shall begin serving their terms of office.

                Section 2.  Special Meetings of Members.  A special meeting of the members shall be called at any time by a majority of the Board of Directors or by a petition of 25% of the voting membership.

                Section 3.  Notice of Meeting of Members.  At least 10 days prior to the holding of the annual meeting of members or any Special meetings of the members, written notice of the date, time, place and purpose of the meeting shall be posted in at least 3 public places in each community and on the electronic bulletin board  or appropriate Web sites.  Local newspapers will also be used if publication dates coincide with the  notification requirements.

                Section 4.  Meeting of the Board.  Regular meetings of the Board of Directors shall be established by the Board of Directors.  Special Meetings of the Board of Directors may be called at any time by the president or by three Directors other than the President.  All members of the board shall be notified in advance of said meetings.

Article VI

VOTING

                Section 1. Voting Rights of Members. Members who work, reside or attend school  in the Service Territory shall each have one vote in matters as are placed before the membership by the Board of Directors.

                Section 2.  Rule By Majority. Matters brought before the membership at any annual or special meeting of the members shall be resolved by a simple majority vote of the members present, except in the case of amendments to these by-laws,  as provided for in Article X.

                Section 3.  Quorum of  Directors. A majority of the Board of Directors in office shall constitute a quorum.  A majority can never constitute less than four (4) directors.  Presence of a quorum of Directors and majority vote of directors present at any regular or special meeting of the Board of Directors shall be necessary to transact business of the Board of Directors.

Article VII

POWERS

                Section 1.  Powers Listed.  The Board of Directors shall have the following powers and authority:

a.)     To borrow and raise money for the operation of the Corporation, and any and all of its purposes and objects, upon such terms as the Board of Directors may from time to time determine as necessary.

b.)     To enter into, make, perform and carry out contracts of every kind for any lawful purpose pertaining to its stated operation with any individual, entity, firm, associate, or corporation, or any governmental or public authority, domestic or foreign.

c.)      To take, lease, purchase or otherwise acquire to own, use or hold for investment, sell, convey, exchange, hire, lease, pledge, mortgage or otherwise deal in and dispose real or personal property, chattels, rights, easement, privileges and franchises and any other rights of interest therein.

d.)     To manufacture, buy, or otherwise acquire, own, mortgage, pledge, sell, exchange, assign, transfer or otherwise dispose of, trade or deal in and with goods, wares, merchandise, and articles of commerce of every kind and description necessary to carry out the stated purpose of the Corporation.

e.)     To do everything necessary, proper, convenient or incidental to the accomplishment of purposes and objects of the Corporation or which is calculated by the Board of Directors to directly or indirectly promote the welfare or the interest of the Corporation.

Article VIII

EXECUTION OF INSTRUMENTS

                Section 1.  Checks, Etc.  All checks, drafts and orders for payment of monies shall be in the name of the Corporation and shall be signed by either the Treasurer or President or in the absence of both officers, an officer who may from time to time be designated for that purpose.

                Section 2.  Contracts, Conveyances, Etc.  When the execution of any contract, conveyance or other instrument has been authorized without specification of the executive officers, the President, Vice-President, or the Secretary may execute the same in the name and on behalf of the Corporation.

                Section 3.  Channel Manager/Executive Director.  The Board of Directors shall hire a Channel Manager/Director to serve as chief administrative officer and agent of the Corporation.  The Channel Manager/Director shall head the employed and volunteer staff and perform those duties normally and reasonably associated with the position or as delegated by the Board of Directors.

                Section 4.  Operating Procedures.  The Board shall immediately develop operating procedures for MMCTV, Inc. prior to July 1, 1999.  Such procedures shall include but are not limited to financial, membership and programming.  Such procedures shall be reviewed at least once every two years thereafter.

Article IX

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS

                Section 1.  Indemnification: Third Party Actions.  This Corporation has the power to indemnify a person who is a party, or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of this corporation) by reason of fact that the person is or was a Director, Officer, employee or agent of this Corporation, or     is or was serving at the request of the Corporation as a Director, Officer, Partner, Trustee, Executive Committee member, employee or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses, (including attorney’s fees), judgement, penalties, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with the action, suit for proceeding   if that person acted in good faith and in a manner reasonable believed by the person to be in or not opposed to the best interests of this corporation or its Members, and with respect to a criminal action or proceeding, that person had not reasonable cause to believe that the conduct was unlawful.  The termination of an action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed by that person to be in or not opposed to the best interests of this corporation or its Members and, with respect to a criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Article X

AMENDMENT OF BY-LAWS

                Section 1.  Amendments.  How Effected.  These by-laws may be amended, altered, changed, added to, or repeated by the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting of the Board provided that notice of the proposed amendment, change, addition, or repeal is contained in the notice of the meeting sent to all Directors.

Article XI

DISSOLUTION

                Section 1.  Dissolution of the Corporation.  Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation to such institutions for such charitable, educational, or religious purposes as shall at the time qualify  as  an exempt organization for organizations under Section 501 ( c) (3) of the Internal Revenue Code of 1954, as the Board of Directors shall determine.