BYLAWS OF EUREKA ADVENTIST RADIO INCORPORATED
A MONTANA NON-PROFIT CORPORATION
ARTICLE I - PURPOSE
1.The Corporation is organized exclusively for charitable, religious, educational, and health purposes, through the broadcast of Christian Radio Programming, as an outreach to the community.
ARTICLE II - OFFICES
1. Registered Offices. The registered office of the Corporation shall be in Eureka, Montana.
2. Other Offices. The Corporation may have its principal office and other offices at such places both within and without this State as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE III - MEMBERS
1. Membership Qualifications. The Members of the Corporation shall be all those persons who are members in good standing of the Eureka Seventh-day Adventist Church, and are at least 18 years of age and willingly consent to be a participant in the radio corporation.
2. Membership Book. The Corporation shall maintain a record of membership, which shall contain the name and address of each Member of this Corporation and the date of his or her appointment to membership. Only individuals whose names are listed as Members in the membership records of the Corporation as holding voting rights on the record date (as described in Article III.4) shall be entitled to notice of meetings and to vote on any matter properly submitted to the Members for their vote, consent, waiver, release or other action.
3. Annual Meetings. There shall be a meeting of Members quarterly, held at such time and at such place as shall be designated by the Board of Directors, with the fourth quarter being the annual meeting and so designated in the notice of the meeting. Quarterly meetings may be canceled by the Board of Directors as long as there is at least one annual meeting.
4. Notice of Annual Meetings. Written notice of the annual meeting stating the place, date, and hour of the meeting shall be given to each Member entitled to vote at such meeting not less than 7 nor more than 60 days before the date of the meeting.
5. Notice of Special Meetings. Written notice of a special meeting stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than 7 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Directors, the secretary, or the officer or persons calling the meeting, to each Member entitled to vote at such meeting.
6. Quorum. At any meeting of Members of the Corporation, one half (1/2) of the Members shall constitute a quorum. If attendance at any meeting drops below the quorum, one half (1/2), the majority, one half (1/2), of the Members present may vote to adjourn the meeting. At any subsequent meeting where a quorum shall be constituted, there may be transacted any business, as originally notified, which might have been transacted at the meeting that needed to adjourn because of a lack of a quorum.
7. Voting. At any meeting of Members, each person who is a Member of the Corporation shall be entitled to one (1) vote on each matter properly submitted to the Members for their vote, consent, release or other action. At any meeting of Members at which a quorum is present, all questions coming before the Members for decision shall be decided by a vote of a majority of Members at the meeting, unless a greater proportion is required by law or an agreement or action of the Corporation.
8. No Proxies. At any meeting of the Members, annual, quarterly, or special, no Member shall be permitted to vote by proxy.
9. Waiver of Notice. Notice of a meeting need not be given to any Member who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting the lack of notice, before or at its commencement. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in the notice or waiver of notice of such meeting.
10.Business Transacted. Business transacted at any special meeting of Members shall be limited to the purpose or purposes stated in the notice.
11.Liability of Members. Members of the Corporation shall not be personally liable to creditors of the Corporation for any indebtedness or liability of the Corporation. Any and all creditors of the Corporation shall look only to the assets of the Corporation for payment.
12.Removal of Members. Following a 2/3 vote by the Board of Directors a recommendation for removal may be presented for vote by the membership. This must be passed by a simple majority, one half (1/2) and be effective immediately.
13.Membership Attendance Requirements. Any Member of Record, having not attended any Radio Meeting within a two year period will be recommended for removal per Art. III Sec. 12.
ARTICLE IV - DIRECTORS
1. Number and Term. The Board of Directors of the Eureka Adventist Radio shall be elected annually through an appointed nominating committee.
This committee shall bring its report to the Radio membership which shall act on the names presented. The Board of Directors shall make a suitable recommendation to the membership on the amount of persons for the nominating committee. The nominating committee shall consist of an odd number of persons, no less than three. At least one nominating committee member shall be either a Pastor or Head Elder of the SDA Church. The nominating committee shall be chosen by nominations from the floor. No member may nominate more than one individual. One person shall be chosen from within the committee to be chairperson. As soon as possible after it's election, the nominating committee shall be called to order to prepare a list of names to submit to the membership to vote for the Board of Directors.
The number of the Board of Directors shall be no less than five, to be determined by the membership. The Board of Directors of the Radio Station shall be comprised of members of the Eureka Adventist Radio, Inc. Each director shall hold office until his or her successor is elected and qualified each year by the Eureka Adventist Radio members on recommendation of the Radio nominating committee or until his or her earlier resignation or removal.
2. Ex-Officio Directors. At the discretion of the Radio Board of Directors, up to two(2) ex-officio persons, but no more than two (2), may be appointed to serve as directors of the Eureka Adventist Radio, Inc. These potential ex-officio board directors would serve in addition to the minimum requirement of 5 directors already determined by the membership.
Each ex-officio director is to be notified of any board meeting and may participate in discussion but is, however, not a representative part of a quorum nor would be entitled to vote.
3. Vacancies. Vacancies and newly-created directorships resulting from an increase in the Board of Directors and all vacancies occurring in the Board of Directors, including vacancies caused by removal without cause, may be filled by a majority of the Directors then in office, though less than a quorum, by a sole remaining Director, or by the Members, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no Directors in office, then an election of Directors may be held by Members at a Special Meeting of the Members, or in the manner provided by statute.
4. Functions of the Board. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Members.
5. Performance by the Directors. Each member of the Board of Directors and each member of any committee designated by the Board of Directors shall, in the performance of such Director's duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of the Corporation's officers or employees or committees of the Board of Directors, or by any other person as to matters such member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
6. Removal of Directors. A Director may be removed, with or without cause, if a majority of the Directors present at a duly constituted meeting votes for the removal. Removal is effective only if it occurs at a meeting called for that purpose. Notice must be sent to all directors that a purpose of the meeting is removal.
7. Meetings.
(a) Regular Meetings. The Board shall meet on a regular basis as it determines necessary to conduct the business of the Corporation. The Chairperson of the Board (in his or her discretion) may determine that any quarterly meeting would be inconvenient or unnecessary, in which case the Board need not meet.
(b) Annual Meeting. The annual meeting of the Board shall be held immediately following the annual meeting of Members, and no notice of such meeting shall be required to be given.
(c) Special Meetings. Special meetings of the Board may be held from
time to time, whenever called by the Chairperson or upon the written request delivered to the Chairperson or Secretary by the Directors.
8. Quorum of Directors. At all meetings of the Board, 66% (2/3) of the Directors shall constitute a quorum, but less than a quorum present may adjourn such meeting. Except as otherwise provided by law or in the Bylaws, any business may be transacted at any meeting of the Board at which a quorum is present and the act of a majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board.
9. Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and writing or writings are filed with the minutes of proceedings of the Board of Director or such committee.
10.Meetings by Conference Telephone. Regular Board of Director meetings may be held by conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting and provided all persons participating in the meeting can hear each other at the same time. A director participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.
11.Committee of Directors.
(a) Designation of Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. Such committee or committees shall have such powers as may be determined from time to time by resolution adopted by the Board of Directors subject to any statutory limitations.
(b) Committee Meetings. Meetings of each committee may be called by any member of the committee upon notice given to each member of the committee not later than the day before the day on which the meeting is to be held. Notice of any meeting may be waived by all members of the committee.
(c) Committee Quorum. A majority of each committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of such committee.
(d) Committee Removal and Vacancy. Any member of any committee may be removed with or without cause, at any time, by the Board of Directors. Any vacancy on any committee may be filled by the Board of Directors.
(e) Committee Meeting Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
12.Corporate Records. Except for items that are required by law to be kept within this State, the Directors may keep the books and records of the Corporation at any location, within or without this State, as they may from time to time determine.
ARTICLE V - NOTICES
1. Form and Time of Notice. Whenever, under the provisions of the laws of this State or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any Director or Member, it shall not be construed to mean personal notice, but such notice shall be in writing and shall be delivered in person or sent by mail, facsimile, telegram, telex, e-mail, or cable addressed to such Director or Member at his or her address as it appears on the records of the Corporation.
2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the laws of this State or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of a person at a meeting shall constitute waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE VI - OFFICERS
1. General. The Officers of the Corporation shall be chosen by the Board of Directors and shall consist of a President, Secretary and Treasurer. All Officers shall be chosen from among the Board of Directors. Any ex-officio director may be chosen by the Board of Directors to fulfill the office of Secretary or Treasurer, but never that of President. The Board of Directors may designate other offices from time to time with duties as the Board deems appropriate. These other offices may be filled by any board director, including an ex-officio director.
2. Election, Term, Removal and Vacancies. The officers shall be elected by the Board at its annual meeting. Each officer of the Corporation shall hold office until his or her successor is chosen and qualified or until he or she resigns or is removed. Any officer may be removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
3. President. The President shall be the principal representative of and spokesperson for the Corporation. The President shall be responsible for stimulating public understanding and support for the purposes and objectives of the Corporation. The President shall preside as chairperson at all meetings of the Members and of the Board. The President shall have general charge and supervision of the business and affairs of the Corporation, and shall do and perform such other duties as may be assigned to him or her from time to time by the Board.
4. Secretary. The Secretary shall keep minutes of all the proceedings of the Members and Board and shall keep proper record of the same, give notice of meetings of Members and Trustees, keep such books, including membership books as may be required by law or the Board, and perform such other and further duties as may from time to time be assigned to him or her by the Board or by the President. All books and papers pertaining to his office shall, for any reasonable and proper purpose, be subject at any reasonable time to the inspection of any Member or Director, and, on the expiration of his or her term of office, the Secretary shall deliver all books, papers, and other property of the Corporation, in his or her possession or control, to the President or to the Secretary's successor in office. In general, the Secretary shall perform all duties pertaining to such office which may be required by the President or Board.
5. Treasurer. The Treasurer shall have general supervision of all finances of the Corporation. The Treasurer shall receive and safely keep all moneys and chooses in action belonging to the Corporation and he or she shall perform such other duties as from time to time may be assigned by the board. The Treasurer shall keep proper books of account and keep accurate account of the finances of the Corporation, and a balance sheet containing a summary of the assets and liabilities, stated capital and surplus, as of the close of its fiscal year, at the annual meeting of Members. At any meeting of the Board, the Treasurer shall furnish abstracts of the financial condition of the Corporation as of the date requested by the President or said Board. Upon the expiration of the Treasurer's term of office, the Treasurer shall deliver all money, books, papers and other property of the Corporation, in his or her possession or control, to his or her successor in office.
6. Compensation of Board members and Officers. There will be no salaries and/or compensation for Board Members and/or Officers.
ARTICLE VII - GENERAL PROVISIONS
1. Nature and Purpose of Business. The Corporation has been established for recognized nonprofit charitable, educational or religious purposes. The business and affairs of the Corporation shall at all times and in all ways be conducted so as to achieve those purposes by the efficient and prudent use of the Corporation's resources. The Corporation shall operate as a true and faithful steward of the resources entrusted to it. The Corporation is not in business for its own pecuniary gain, nor for that of any Member, Director or Officer.
2. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the Members when called for by vote of the Members, a full and clear statement of the business and condition of the Corporation.
3. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
4. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31.
5. Gender and Number. Whenever used in these bylaws, the use of either gender shall include the other, and the use of the singular shall include the plural and vice-versa.
ARTICLE VIII - CONFLICT OF INTEREST POLICY
1. Purpose. The purpose of this Conflict of Interests Policy is to assist the Board in carrying out its obligation to preserve and apply the Corporation's assets exclusively in furtherance of those purposes of the Corporation as are consistent with its status as exempt from federal income tax pursuant to sections 501(a) and 501(c)(3) of the Code.
2. Definitions. For purposes of this Policy:
(a) "Compensation" includes wages paid to an employee for services rendered, payments to an independent contractor, remuneration or other consideration of any type whatsoever for any services rendered and any direct or indirect payment, remuneration, transfer of assets, whether for services or otherwise, and gifts or favors which are substantial in nature.
(b) "Conflict of Interests" shall mean any circumstance or situation which involves in any way both the interests of the Corporation, whether financial or otherwise, and any Financial Interests of any Interested Person, including but not limited to Transactions between the Corporation and Interested Persons and Transactions involving the Corporation and any entity in which an Interested Person has a Financial Interest.
(c) "Family member" shall mean any ancestor, a spouse, a brother or sister and the spouse of any brother or sister, children, grandchildren and great-grandchildren and the spouses of children, grandchildren, and great-grandchildren.
(d) "Financial Interest" shall mean any
(i) receipt of Compensation from, or
(ii) ownership or investment interest in, or
(iii)potential arrangement for the receipt of Compensation from
or potential ownership or investment interest in, any
corporation (including the Corporation), partnership,
limited liability company, trust, business organization, sole
proprietorship or other business entity (including, in the
case of Compensation, the receipt of Compensation
from any individual), whether received or held or
to be received or to be held directly or indirectly, through
business dealings, family relationships (whether through or
on account of a Family Member or otherwise) investments,
or otherwise.
(e) "Interested Person" shall mean:
(i) any Director or Officer of the Corporation or any other
person having powers or responsibilities similar to those of
Directors or Officers of the Corporation,
(ii) any person who was, at any time during the 5-year period
immediately preceding the effective date of a proposed
Transaction in a position to exercise substantial influence
over the affairs of the Corporation no matter whether such
person is otherwise classified as an Interested Person
pursuant to any other clause of this Article VIII,
(iii)a member of a committee of the Corporation which enjoys
board delegated powers,
(iv)a Family Member of any individual described in clause (i),
(ii), or (iii) of this Section Article VIII.2 (e), and (v) a
35-percent Controlled Entity.
(f) A "35-percent Controlled Entity" means:
(i) a corporation in which persons described in clauses (i)
through (iv) of Article VIII.2(e), either alone or collectively,
own more than 35% of the total combined voting power,
(ii) a partnership in which persons described in clauses (i)
through (iv) of Article VIII.2 (e), either alone or collectively,
own more than 35% of the profits interest, and
(iii)a trust or estate in which persons described in clauses
(i) through (iv) of Article VIII.2 (e), either alone or collectively, own more than 35% of the beneficial interests.
(g) "Policy" shall mean this Conflict of Interests Policy of the Corporation as set forth in this Article VIII of the Corporation's Bylaws, as the same may be amended or restated elsewhere, whether in these Bylaws, or any amendment and/or restatement of these Bylaws or any other governing instrument of the Corporation;
(h) "Transaction" shall mean any
(i) business dealings,
(ii) arrangement, agreement or undertaking with respect to
the payment of Compensation by the Corporation,
(iii)agreement,
(iv)undertaking,
(v) financial dealings,
(vi) relationship, or
(vii)other arrangement, circumstances or situation of any
description or nature whatsoever, involving the
Corporation or to which the Corporation is a party.
3. Conflict of Interests Policy. The Conflict of Interests Policy of the Corporation is as follows:
(a)Whenever an Interested Person believes that because of aFinancial Interest of such Interested Person a Conflict of Interestsexists, such Interested Person shall disclose in writing to the Board as soon as practical such Conflict of Interests and all material facts relating thereto. Such disclosure shall be made no later than such Interested Person's participation in any action or decision by the Corporation or meeting or vote of the Board or any committee of the Board pursuant to which the Corporation considers, approves or undertakes any Transaction involving such Conflict of Interests.
(b)With the Interested Person excused from such deliberations and any vote arising from such deliberations, the Board shall determine whether the Conflict of Interests requires that further steps be taken by the Board with respect to any deliberations or decisions concerning matters related to such Conflict of Interests or consideration or implementation of any Transaction relating to such Conflict of Interests.
(c) If it is determined that the Conflict of Interests disclosed by the Interested Person requires implementation of particular procedures or the taking of special actions by the Corporation, any or more of the following steps and/or actions like them may be taken:
(i) the Interested Person shall not participate in any meeting,
discussion, deliberations or votes concerning the Conflict of
Interests and the Transaction and/or Financial Interest giving
rise to the Conflict of Interests;
(ii) if appropriate, a committee of non-interested Directors or
a non-interested Director may be appointed to investigate
alternatives to any proposed Transaction involving a
Conflict of Interest;
(iii) if it is determined after exercise of due diligence that the Transaction giving rise to a Conflict of Interests is or are:
(A) in the best interests of the Corporation,
(B) for the benefit of the Corporation,
(C) fair and reasonable to the Corporation, and
(D) that the Corporation cannot obtain a more
advantageous Transaction with reasonable
efforts under all facts and circumstances as
then known to the Directors,
(iv)the Transaction may be approved by a majority vote of
non-interested Directors eligible to vote on such matter.
(d) In order to protect the Corporation's best interests, appropriate disciplinary action shall be taken with respect to any Interested Person who violates this Conflict of Interests Policy; such disciplinary action need not necessarily be but may include expulsion from the Board, dismissal or similar action.
(e) The Corporation shall keep detailed records relating to any disclosure of a Financial Interest and/or a Conflict of Interest. Accordingly, the records of the Corporation, whether the minutes of the meetings of the Board, of committees with board delegated powers or otherwise should include:
(i) the names of persons who disclose a Conflict of Interests
or a Financial Interest and what further actions, if any,
were taken in light of such disclosure;
(ii) the names of the persons who were present for discussions
and votes relating to any Transaction creating or giving
rise to a Conflict of Interests, the content of such
discussions including particularly any alternatives to any
proposed Transaction and;
(iii)a record of any votes taken with respect to the foregoing
matters.
(f) The Corporation shall institute procedures to insure that this Conflict of Interests Policy is distributed to all Directors and Officers of the Corporation and to the members of any committee of the Corporation with Board delegated powers. The Corporation shall require each such person to sign an annual statement that such person:
(i) received a copy of the Conflict of Interests Policy;
(ii) has read and understands the Conflict of Interests
Policy;
(iii)agrees to comply with the Conflict of Interests Policy;
(iv)discloses on the annual statement any facts which may
imply a Conflict of Interests;
(v) understands that the Conflict of Interests Policy applies
to all committees and subcommittees having Board
delegated powers; and
(vi)understands that the Corporation is exempt from federal
income taxes pursuant to Section 501(a) of the Code by
virtue of being organized and operated as described in
Section 501(c)(3) of the Code and that in order to
maintain its tax-exempt status it must continuously engage
primarily in activities which accomplish one or more of its
tax-exempt purposes.
4. Review of Corporate Activities. In furtherance of the Conflict of Interests Policy, the Board shall undertake a periodic review of the activities of the Corporation to insure that all activities of the Corporation are in furtherance of the tax-exempt purposes of the Corporation, are consistent with the accomplishment of such purposes and that such activities do not result in private inurementor impermissible private benefit to private interests. In reviewing the activities of the Corporation, the Board shall pay particular attention to:
(a) whether Compensation arrangements and benefits provided to
employees and/or independent contractors are reasonable and
the result of the arm's- length negotiations;
(b) whether any Transactions entered into by the Corporation
result in private inurement or impermissible private
benefits;
(c) whether any partnership, joint venture or similar arrangements
reflect reasonable payments for goods or services, further
the exempt purposes of the Corporation and do not result in
private inurement or private benefit; and;
(d) whether all other activities, agreements or undertakings of
the Corporation are in furtherance of the Corporation's
exempt purposes.
ARTICLE IX - AMENDMENTS
1. Articles of Incorporation. Unless contrary to the laws of the State or the Articles of Incorporation, the Articles of Incorporation may be altered, amended, or repealed and new Articles may be adopted by the Members at any regular or special meeting of the Members, if notice of such proposed alteration, amendment, repeal or adoption of new Articles is contained in the notice of such meeting. Such an action may be approved only upon the concurrence of a super majority, consisting of not less than Two-Thirds(2/3) of the Members.
2. Bylaws. Unless contrary to the laws of the State or the Articles of Incorporation, these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Members, at any regular or special meeting of the Members, if such notice of such proposed alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such meeting. Such an action may be approved only upon the concurrence of a super majority, consisting of not less than Two-Thirds (2/3) of the Members. It shall not divest or limit the power of the Members to adopt, amend, or repeal Bylaws.
3. Super Majority Provision. Notwithstanding the foregoing, Article IX, Section 1 and Section 2 of these Bylaws may NOT be altered, amended or repealed by the Board of Directors. Article IX,Section 1 and Section 2 of these Bylaws may only be altered,amended or repealed by the Members at any regular or special meeting of the Members, if notice of such proposed alteration, amendment or repeal is contained in the notice of such meeting.
Such an action may be approved only upon the concurrence of a super majority, consisting of not less than Two-Thirds (2/3) of the Members.
ARTICLE X - MISCELLANEOUS
1. Funding. Purchases pertaining to the Eureka Adventist Radio, Inc., will only be made as funds are available.
2. Location of Radio Transmission Equipment. The location of Eureka Adventist Radio, Inc., transmission equipment shall be on property legally deeded to the Montana SDA Conference for Eureka Adventist Radio Inc.
3. Housing. Land intended for use by Eureka Adventist Radio, Inc., shall be used solely for housing radio transmission equipment. Housing shall be limited to that necessary to protect transmission equipment. No other use of this property shall be permitted.
4. Programming. Programming to be transmitted shall be at least 75% of that provided by 3ABN. All other programming must be approved by the Radio Board of Directors.
5. Broadcast name. The broadcast name of Eureka Adventist Radio, Inc., shall be Eureka Christian Radio.
6. Advertising and Fundraising. Advertising and fundraising activities utilizing radio, television, newspaper, Internet, and/or any other public media must be reviewed and approved by the Board prior to commencement of such activities.
7. Compensation for Services Rendered. Any compensation for services rendered to the Radio Corp. by any agent shall be approved by the Board of Directors.
8. FCC Regulations. Eureka Adventist Radio, Inc., will comply with current FCC Regulations.
9. Auditing of Financial Records. Financial Records of the Eureka Adventist Radio, Inc., shall be audited by the Montana Conference of Seventh Day Adventists.
ARTICLE XI - DISSOLUTION
1. Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to the Montana SDA Conference.
End
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