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By-Laws

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Article I: Purposes

Section 1. Promotion of Community Media. The purpose of the Grand Rapids Cable Access Center, Inc., dba Grand Rapids Community Media Center [CMC], a Michigan nonprofit corporation, is to promote the use of community media resources through its mission of "Building Community Through Media." The CMC will promote and develop community media through media training, access to media tools, transmission paths, and other platforms of community expression for the public on a non-discriminatory basis through such operating departments, means and methods as determined by the Executive Director or Board of Directors from time to time.

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

Section 3. Prohibited Activities. Said corporation will not engage in any activity not permitted to be carried on by a corporation exempt under Section 501(c)(3), or by a corporation, contributions to 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. Eligibility and Establishment of Membership. Voting membership in this Corporation shall be open to any family or individual or organization. Only one voting membership may be held by any one individual or family or organization.

Section 2. Establishment of Membership. Categories of membership. Membership categories shall be defined by the Board to reflect the community served by CMC, and to be accessible and convenient.

  • Individual standard memberships are available at rates set by the board with the following exceptions:
    • Individual Student memberships shall be available at a discounted rate for members enrolled in an accredited school, college or university with verification, such as student ID.
    • Individual Low Income membership shall be available to members who have one or more qualifying criteria.
  • Family Memberships shall be available at annual rates determined by the Board of Directors. "Family" is defined as up to two adults and their dependent children living in the same household. Each family membership shall be entitled to one vote. Families must designate the individual responsible for casting the vote under the family membership.
  • Nonprofit Organization (NPO) Memberships shall be available to nonprofit organizations wishing to utilize CMC services. The NPO member organization must pay all membership fees as set forth by the board for, and provide complete membership information for their organizational representatives to receive CMC member privileges and services. Each NPO shall receive one vote in member elections, and the NPO must designate the individual responsible for casting any vote.

The board may, at its discretion, set a higher annual membership rate for persons/organizations residing outside geographic areas where CMC maintains service contracts with local government for provision of public access services.

Section 3. Continuation of membership. Members remain members of the Corporation as long as annual membership dues are paid and suspension is not invoked due to violation of CMC policies.

Article III: Board of Directors

Section 1. Number of Directors. The corporation shall be governed by a fifteen [15] member Board of Directors. Terms of Directors shall be staggered so that five terms expire each year, with the vacancies created by expiration of terms filled from a list of applicants and/or nominees as follows: Three directors shall be elected by the voting membership each year by one mail ballot following the annual meeting. Two directors shall be appointed each year by the affirmative vote of two-thirds of a quorum of the Board of Directors following completion of elections, said purpose to insure broad community representation as set forth in Article 3, Section 3.

Section 2. Elections and Nominations. The Board shall establish a nomination period and election schedule no less than 30 [thirty] days preceding the annual meeting. A designated Board committee shall actively recruit candidates. Nominations may be made for self or in support of another member through a process established by the board. Nominations shall close at the end of the annual meeting. Ballots shall be sent to all members of record as of the annual meeting.

Section 3. Composition of the Board. The Board of Directors shall be broadly representative of community groups or interests such as ethnic minorities, organized religion, education, government, neighborhood groups, youth, elderly, women, labor, business, physically challenged, social service agencies, and other groups. A majority of the Board of Directors shall reside in the City of Grand Rapids. Composition of the Board shall be subject to, and in compliance with, Federal Communications Commission licensing requirements.

Section 4. Term of Directors. Directors shall serve for a term of three years from the first meeting of the fiscal year, except when filling a vacancy for an unexpired term. Directors shall be limited to three consecutive full terms or nine consecutive years. A full term shall be defined as at least two-and-a-half years and no more than three years.

Section 5. Removal from office. Any Director absent from three consecutive meetings of the board may be removed by the affirmative vote of two-thirds of a quorum of the Board.

Section 6. Vacancies. Any vacancy of a Director shall be filled for completion of an unexpired term by the affirmative vote of two-thirds of a quorum of the Board.

Section 7. Committees. The Board of Directors may appoint such permanent standing and special committees as necessary to conduct the business of the Corporation.

Section 8. Ex-officio Members of Board. A member of the Grand Rapids Cable Television Advisory Forum, and the Executive Director, shall serve as ex officio members of the Board. The Board of Directors may appoint by majority vote of a quorum special advisors to serve as other ex-officio members of the Board. Ex-officio members shall have no vote.

Section 9. Compensation. There shall be no direct compensation to any voting member of the Board of Directors. Directors may be reimbursed for reasonable expenses approved by the Board. Nor shall any Director be paid, or directly or indirectly receive in the form of salary or other compensation, profits from the disposition of alcoholic liquor to the Organization or to members of the Organization in violation of the Michigan Liquor Control Code of 1998, as amended from time to time.

Article IV: Officers

Section 1. Election of Officers. Officers of the Corporation shall consist of a President, Vice-President, Secretary, and Treasurer. Officers shall be elected annually by and from the Board of Directors at the first meeting of each new fiscal year. Officers shall be limited to three consecutive one-year terms and possess all powers normally associated with their offices. An officer may be removed from office by the affirmative vote of two-thirds of a quorum of the Board of Directors.

Section 2. President. The President shall preside over all meetings of the Board of Directors and shall perform and exercise such other duties and powers as the Board may assign from time to time. The president shall appoint committees.

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 keep, or cause to be kept, records and official documentation of the corporation; preserving in books of the corporation true minutes of the proceedings of official 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 keep, or cause to be kept, custody of all Corporate funds and securities and accurate accounts of all receipts and disbursements of the Corporation. The books and records of the Treasurer shall be reviewed annually by a certified public accountant. 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, or Executive Director’s designee, except where such duties are defined by Federal, State and Local statute.

Article V: Meetings

Section 1. Annual Meeting of Members. An annual meeting of the members shall be held during the fourth quarter of each fiscal year.

Section 2. Special Meetings of Members. A special meeting of the members may be called at any time by a majority of a quorum of the Board of Directors or by petition of 10% [ten percent] of the voting membership.

Section 3. Notice of Meeting of Members. At least 30 days prior to the annual meeting of members or any special meeting of members, written notice of the date, time, place, and purpose of the meeting shall be mailed to each member of the corporation.

Section 4. Meeting of Board. Regular meetings of the Board of Directors shall be established by the Board of Directors. A special meeting 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 at least 10 days in advance of said meetings.

Article VI: Voting

Section 1. Voting Rights of Members. Members shall each have one vote in the annual election of the Board of Directors and on such other matters as are placed before the membership by the Board of Directors or as required by law. Proxy votes shall be prohibited. Operating departments within the Corporation, if any, shall have no voting rights. Pursuant to Michigan law, members under the age of 21 shall not be entitled to vote on alcohol related issues.

Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Voting may be by voice or ballot, except votes for Directors or changes in the bylaws requiring member approval, which may only be cast by ballot.

Section 2. Rule by Majority. Matters brought before the membership at any annual or special meeting of members shall be resolved by a simple majority vote of the members present, except in the case of amendments to these bylaws, as provided for in Article XI. Membership votes ending in a tie, except in cases of amendments to these bylaws, shall be decided by a majority of a quorum of the Board.

Section 3. Quorum of Directors. A majority of the Board of Directors in office shall constitute a quorum. 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, except in cases of amendments to these bylaws, as provided for in Article XI, or where otherwise stated in these bylaws.

Section 4. Electronic Voting. For purposes of timeliness, voting by electronic transmission by the Board of Directors on motions shall be permitted at the initiation of an officer of the corporation, except where otherwise defined by these bylaws. A majority of a quorum of the Board, shall be required to effect action. Such votes, including dates and participating Board members, shall be included in the minutes of the next regular meeting of the Board and shall be reconfirmed by a vote of the Board at the next regularly scheduled business meeting.

Article VII: Powers

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

  1. 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.
  2. 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.
  3. To take, lease, purchase or otherwise acquire and to own, use or hold for investment, sell, convey, exchange, hire, lease, pledge, mortgage or otherwise deal in and dispose of real or personal property, chattels, rights, easement, privileges and franchises and any other rights of interest therein.
  4. To manufacture, buy, or otherwise acquire, own mortgage, pledge, sell, exchange, assign, transfer or otherwise dispose of, trade or dealing and with goods, wares, merchandise, and articles of commerce of every kind and description necessary to carry out the state purpose of the Corporation.
  5. 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.
  6. To authorize the Executive Director of the organization to perform duties enumerated above in Article VII, except where such duties are defined by Federal, State and Local statute.

Article VIII: Execution of Instruments

Section 1. Checks, Etc. All checks, drafts and orders for payment of monies shall be signed in the name of the Corporation and may be countersigned by such officers as the Board of Directors shall from time to time designate 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, or Vice-President, or Secretary may execute the same in the name and on behalf of the Corporation.

Section 3. Executive Director. The Board of Directors shall hire an Executive Director to serve as chief executive officer and agent of the Corporation. The Executive 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.

Article IX: Limited Liability for Directors

Section 1. General. A volunteer Director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for a breach of the volunteer director's fiduciary duty, except for liability for any of the following:

  1. A breach of the volunteer Director's duty of loyalty to the Corporation or its shareholders or members;
  2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
  3. A violation of Section 551(1) of the Michigan Nonprofit Corporation Act;
  4. An act or omission occurring before January 1, 1988; or

An act or omission that is grossly negligent. For purposes of the Article IX, "volunteer director" means a Director who does not receive anything of value from the Corporation for serving as a director other than reasonable per diem compensation and reimbursement for actual, reasonable, and necessary expenses incurred by a director in his or her capacity as a Director.

The Corporation shall assume all liability to any person other than the Corporation, its shareholders, or its members for claims for monetary damages for a breach of a volunteer Director's duty in his or her capacity as a volunteer director, and the volunteer director shall not be personally liable to such persons for monetary damages, except for liability for any of the following:

  1. A breach of the volunteer director's duty of loyalty to the corporation or its shareholders or members;
  2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
  3. A violation of Section 551(1) of the Michigan Nonprofit Corporation Act;
  4. A transaction from which the volunteer director derived an improper personal benefit;
  5. An act or omission occurring before January 1, 1988; or

An act or omission that is grossly negligent. If the Michigan Nonprofit Corporation Act is amended after this article has been adopted by the shareholders or members to authorize corporate action to further eliminate or limit the personal liability of volunteer Directors, then the liability of a volunteer Director for the Corporation shall be eliminated or limited to fullest extent permitted by the Michigan Nonprofit Corporation Act as amended.

Any repeal, modification or adoption of any provision in these Articles of Incorporation inconsistent with this Article IX shall not adversely affect any right or protection of a volunteer Director of the Corporation existing at the time of such repeal, modification, or adoption.

Article X: Indemnification of Officers, Directors, Employees, and Agents

Section 1. Nonderivative Actions. Subject to all of the other provisions of this article, 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. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is a Director or officer of the Corporation, or who was or is serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if the person 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 or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Derivative Actions. Subject to all of the provisions of this article, the Corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because (a) the person was or is a director or officer of the Corporation or (b) the person was or is serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members. However, indemnification shall not be made for any claim, issue, or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

Section 3. Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 1 or 2 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

Section 4. Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person's capacity as a director or officer. Except as provided in section 3 of this article, the Corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.

Section 5. Determination That Indemnification Is Proper. Any indemnification under sections 1 or 2 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case. The Corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 1 or 2, whichever is applicable. Such determination shall be made in any of the following ways:

  1. By a majority vote of a quorum of the Board consisting of directors who were not parties to such action, suit, or proceeding.
  2. If the quorum described in clause (a) above is not obtainable, then by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
  3. By independent legal counsel in a written opinion.
  4. By the members.

Section 6. Proportionate Indemnity. If a person is entitled to indemnification under sections 1 or 2 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

Section 7. Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 1 or 2 of this article may be paid by the Corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the Corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

Section 8. Nonexclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

Section 9. Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 10. Former Directors and Officers. The indemnification provided in this article continues for a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

Section 11. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the corporation or (b) was or is serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and 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 have power to indemnify against such liability under this article or the laws of the State of Michigan.

Section 12. Changes in Michigan Law. If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.

Article XI: Prohibition on Compensation Based on Sale of Alcohol

Section 1. Prohibition on compensation based on Sale of Alcohol. A member, officer, agent, or employee of the Corporation may not receive any compensation from the sale of alcohol, beyond the amount of salary fixed within the annual budget and approved by its Directors or other governing body and as reported by the Corporation to the Liquor Control Commission, within 3 [three] months after the meeting. The intention of the Corporation is to operate in accordance with the Michigan Liquor Control Code of 1998, including, but not limited to, MCL 436.1532(4) as amended from time to time.

Article XII: Amendment of Bylaws

Section 1. Amendments, How Effected. Subject to restrictions listed below, these Bylaws 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. Exceptions shall include any amendment, addition or deletion in these bylaws that affect or change the voting rights of members, classes of membership or member notification requirements, which must be approved by the affirmative vote of two-thirds of the members voting though a ballot sent to all voting members.

Article XII: 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 or 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.