ARTICLE I. NAME AND PURPOSE
Section 1. Name. The name of this corporation shall be Public Radio Program Directors (“PRPD”). It shall be a nonprofit organization incorporated under the laws of the Maryland.
Section 2. Purpose. The purposes for which the Corporation is formed are as set forth in the Articles of Organization of the Corporation, as the same may be amended from time to time.
ARTICLE II. MEMBERSHIP
Section 1. Eligibility 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.
Section 2. Rules and Qualifications for Membership. To become a member, an applicant must complete and submit the Corporation’s application form, in such form as approved in substance by the board, and pay the initial dues. To remain a member, a member must pay its dues in a timely manner, refrain from taking any action or inaction that is prejudicial to the best interest of the corporation, and also comply with such rules and regulations as are adopted by the board from time to time. The amount of dues shall be determined by the board. The members of the corporation shall be not-voting; provided, however, that the board may, but is not obligated to, present any issue to the members for vote, pursuant to such terms and conditions as determined by the board. The corporation may, but is not required to, hold an annual meeting or any other meeting of the members of the corporation. The board has the right to decide whether to hold a members meeting, and the purpose, terms, conditions, and rules of any such meeting. The board has the right to supplement, modify, repeal and revise the rules and qualifications, provided that no such action may be applied in a retro-active manner to any member without that member’s written approval.
Section 3. 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 4. 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. BOARD OF DIRECTORS
Section 1. Board role, size, and compensation. The board of directors (the “board”) shall be responsible for overall policy and direction of the corporation. The board shall have the authority to make all governance decisions for the corporation, including, but not limiting to, the decision to expend funds, utilize assets, enter into material contracts, reorganize, merge, sell substantially all of the assets, file for bankruptcy, and dissolve.
The board delegates responsibility for day-to-day operations to the president and executive director and committees pursuant to these bylaws, and may restrict or expand any delegation from time to time by board resolution. The number of directors shall be no fewer than eight (8) and no more than fifteen (15), including ex officio board members. At least two thirds (and, at minimum, 5) of the Directors shall be individuals who are or have been members of governing or advisory boards or managers or members of the staff of local public radio organizations. The board receives no compensation other than reasonable expenses.
Section 2. Terms.
(a) Except for the initial terms described in Section 2(d) below, each board member will serve a three-year term, or until such member’s successor is elected and qualified, or until such member’s prior resignation, removal, death or incapacity. Board members are eligible for re-election for up to two consecutive terms, and will not be eligible for reelection until at least one year after the expiration of such terms.
(b) Notwithstanding the foregoing, the board, by majority vote, may allow a director to continue to serve for one additional year after the expiration of the director’s second three-year term.
(c) Starting in 2017, the board shall create three (3) classes of directors, i.e., it shall separate the directors into three (3) classes of equal size, to the extent possible. The classes shall be Class A, Class B, and Class C. The classes of Directors shall serve staggered three-year terms, as provided below.
(d) The initial term of the Class A Directors shall commence upon the creation of such class and shall expire at the first annual meeting of the Board after such creation; the initial term of the Class B Directors shall commence upon the creation of such class and shall expire at the second annual meeting after such creation, and the initial term of the Class C Directors shall commence upon the creation of the class and shall expire at the third annual meeting after such creation. At each annual meeting of the Board, Directors of the class whose term expires at such meeting shall be elected by a majority of the Directors then in office, including those whose terms are expiring.
Section 3. Meetings. The board will meet at least three times per year at an agreed upon time and place. The board may meet in-person, by phone conference or by any other means of communication by which all directors participating may simultaneously hear each other.
Section 4. Notice. Whenever notice is required to be given to directors, such notice shall be given in writing and delivered by mail, express overnight courier (e.g., FedEx), recipient signature required, or electronic transmission (e.g., by fax or by electronic mail), with an automatic record of delivery, at least two weeks in advance for a special meeting, and at least 60 days in advance for an annual meeting, addressed to the director at the last known place of residence or business. Any director may waive notice by delivering a written notice or by attending (in person or by electronic means) the meeting for which notice was required.
Section 5. Election procedures. Subject to the provision of Article III, Section 2 above, each new director shall be elected by a majority of directors present at such a meeting, provided there is a quorum present.
Section 6. Voting and Quorum.
(a) The vote or consent of a majority of the directors then in office and eligible to vote, at a meeting at which a quorum is present, shall constitute an action of the board, except for extraordinary actions.
(b) The following extraordinary actions shall require the affirmative vote or consent of at least 2/3 of the directors then in office at a meeting in which a quorum is present:
(1) sale of substantially all of the assets of the corporation;
(2) merge with another organization;
(3) enter into a reorganization or change corporate or tax status;
(4) file for bankruptcy or an assignment for the benefit of creditors; or
(4) file for dissolution and liquidation.
(c) A quorum shall consist of a majority of the duly qualified members of the board then in office, including non-voting directors. A quorum is required for business transactions to take place and motions to pass.
Section 7. Action by Directors Without Meeting. Except as otherwise expressly provided by the Articles of Incorporation, any action of the board of directors required or permitted to be taken at a meeting thereof may, when authorized by the chair, be taken without a meeting, by a consent in writing, setting forth the action so taken, manually or electronically signed by all of the voting directors.
Section 8. Officers of the Board and Duties. The board shall vote among themselves to appoint four officers of the board, consisting of a chair, secretary and treasurer. Each position will be separately elected by majority vote of the voting members of board at a meeting at which there is a quorum. A voting member of the board who is a candidate for a position may vote for himself or herself. The board reserves the authority to appoint other officers as it desires. Except for the chair, who will serve a two-year term, officers will serve a one-year term and until their successors are elected, or until their prior resignation, removal, death or incapacity. Their duties are as follows:
a) The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer. The chair shall be elected by a majority of the full board of directors, and may be removed by a twothirds vote of the full board of directors.
b) The vice-chair shall chair committees on special subjects as designated by the board. The vice-chair shall be elected by a majority of the full board of directors, and may be removed by a two-thirds vote of the full board of directors.
c) The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, and assuring that corporate records are maintained. The secretary shall be elected by a majority of the full board of directors, and may be removed by a two-thirds vote of the full board of directors.
d) The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to board members and the public. The treasurer shall be elected by a majority of the full board of directors, and may be removed by a two-thirds vote of the full board of directors.
Except for the chair, vice chair, secretary, and treasurer, other officers may be removed by the vote of a majority of the directors present and voting at a meeting at which quorum is present.
Section 9. Vacancies. When a vacancy on the board exists mid-term, a meeting of the nominating committee of the board shall be held to review and nominate candidates to fill the vacancy. If there is no nominating committee then the executive committee will serve this function. These nominations shall be sent out to board members with the board meeting announcement, to be voted upon at the next board meeting. The term of a director elected to fill a vacancy will expire at the end of the term of the board member whose departure created the vacancy.
Section 10. Resignation, termination. Resignation from the board must be in writing and delivered to the secretary of the board in accordance with one of the means described in Article III, Section 4 above. A board member may be removed from the board for reasons of non-participation, conflict of interest and/or obstructive behavior, and other good cause, by a three-fourths vote of the remaining voting directors.
Section 11. Annual meeting. The annual meeting of the board shall be held each year, on a date, time and place determined by the board. Written notice of such meeting shall be sent to each board member at least sixty (60) days prior to the meeting date.
Section 12. Special meetings. Special meetings of the board shall be called upon the request of the chair, or by a writing signed or consented to by one-third of the board (including any non-voting director). Notices of special meetings shall be sent out to each board member at least two weeks in advance.
Section 13. Telephone meetings. The board may conduct telephone meetings between meetings of the board, provided that each board member is given written notice at least two weeks in advance of the telephone meeting (which notice may be waived by such board member).
ARTICLE IV. COMMITTEES
Section 1. Committee formation. The board may create committees as needed. Except as provided below, the board chair appoints all committee chairs. No committee may authorize distributions, fill vacancies on the board, or amend the Articles of Incorporation or Bylaws.
Section 2. Executive Committee. The four officers of the board shall serve as the members of the Executive Committee. Subject to the limitations in this article, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board; provided that the Executive Committee is subject to the direction and control of the full board.
Section 3. Finance Committee. The treasurer of the board is the chair of the Finance Committee, which will be made up of three other board members, elected by the board. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan and annual budget. The board must approve the budget and the board or the Executive Committee must approve any major change in the budget. All expenditures shall be within the budget (as such budget may be amended). Commencing with the 2018, the fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures and pending income. The financial records of the organization shall be made available to board members and the public.
Section 4. Nominating Committee: The board shall appoint a nominating committee at least ninety (90) days prior to the election of the directors to nominate candidates to replace those whose terms are expiring.
Section 5. Annual review. The board of directors shall review each committee annually, prior to approval of the corporation’s budget for the next fiscal year. Each committee, other than the executive and finance committees, must be re-approved upon such review or shall expire upon the expiration of the fiscal year.
ARTICLE V. PRESIDENT AND STAFF
Section 1. President. The president is hired by the board and serves at the pleasure of the board. The president is an ex-officio member of the board, as a voting member, an
is an officer of the board. The president may use the title of President and Executive Director. The president has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The president will attend all board meetings, report on the progress of the organization, answer questions of board members and carry out the duties described in the job description. The board can designate other duties as necessary.
Section 2. Staff. The president is responsible for the staff of the corporation. The president will be responsible for hiring, supervising and terminating the staff.
Section 3. CFO. The president may appoint a CFO, with authority over the day-to-day finance and accounting and other duties assigned by the board. The CFO will not be an officer of the corporation. The CFO will perform such duties as determined by the president, in consultation with the board, and the CFO shall report to and take direction from the president. The board may request the CFO to make a report to the board on financial matters.
ARTICLE VII. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 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 any action by or in the name of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, against expenses 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 reasonable 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 proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this article, or in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled.
Section 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, if the person delivers to the corporation a statement of his or her belief that he or she meets the relevant standard of conduct under this article, and 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.
Section 3. The board of directors may authorize and direct the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent 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. DISSOLUTION
1. The funds of the corporation shall be used only to accomplish the purposes set forth in the corporate Articles of Incorporation and no part of said funds shall inure or be distributed to the directors of the corporation. On dissolution of the corporation, any funds remaining shall be distributed to one or more regularly organized and qualified educational, scientific, charitable or philanthropic organizations to be selected by the board of directors.
ARTICLE IX. AMENDMENTS
Section 1. Amendments. These bylaws may be amended by vote of a two-thirds majority of the then-serving board (including non-voting members). Proposed amendments must be submitted to the secretary of the board to be distributed to the board members. The bylaws may be also be amended by unanimous written consent of the board acting in lieu of a meeting.