BY-LAWS
FOR
The name of this Corporation shall be SALISBURY COMMUNITY TELEVISION AND MEDIA CENTER, INC. (hereinafter in these By-Laws referred to as the “Corporation”), unless and until changed by Amendment of the Articles of Organization.
ARTICLE II: PURPOSE
The purpose of the Corporation shall be as set forth in the Articles of Organization and these By-Laws, including, but not limited to, scheduling channel time for public, educational and governmental (“PEG”) Access programming; providing the opportunity to the residents and organizations of Salisbury to produce PEG Access programming; and providing training to Salisbury residents and organizations in the use of PEG Access facilities and equipment. It will oversee and provide PEG Access programming to cable television subscribers in Salisbury on the channels designated for PEG Access purposes, as well as Video on Demand (VOD) by way of the internet. It will oversee the management of the Corporation. The purpose shall be exclusively charitable, scientific and educational within the meaning of Section 501(c) 3 of the Internal Revenue Code of 1954, as amended from time to time.
ARTICLE III: MEMBERSHIP
Section 1. Membership
Membership shall consist of several categories, as designated by the Board of Directors by recommendation of the Membership Committee of the Board. Categories of membership shall include individual, family and organizational members. All members will have access to facilities training and equipment. The size of the membership base shall not be limited. The Board of Directors shall set suggested membership dues for the various types of membership. Except where otherwise specifically noted, the term person refers to someone who either lives, works or belongs to an organization based in Salisbury. All persons serving on the Board of Directors shall be members of the Corporation upon election to the Board.
Any person interested in becoming a member of the Salisbury Community Television and Media Center shall submit a signed application form as provided by the organization. The form-layout and content requests for said applications shall be approved by the Board of Directors.
Section 2. Voting Rights
Individual members shall be entitled to one (1) vote, in person, on any matter submitted to a vote of the membership. A family can purchase a membership for the entire family, however that family will be considered as an individual member and thus have only one vote. Organizations shall have one (1) vote, to be cast by a designated organizational representative. Proof of organizational affiliation/delegation may be requested. Proxy voting may only be allowed at the discretion of the Board of Directors.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. Powers and Duties
The Board of Directors of the Corporation will manage the Corporation’s resources for use by Salisbury residents, the Town, businesses and organizations. It shall lead the organization with vision and an understanding of what is needed to assure the long-term viability and growth of the Corporation. Upon being seated, the responsibility to manage the affairs and property of the Corporation is conferred on them: to uphold the provisions of this document; to protect the financial well being of the Corporation. The Board of Directors shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors. The Board shall have full authority regarding to the distribution of money received by the Corporation. Distribution of funds shall follow the fundamental and basic purposes of the Corporation, as expressed in the Articles of Organization. The Board of Directors shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any private individual. Any proposed changes to these By-Laws shall require a two-thirds vote by members present at the annual meeting.
Section 2. Number and Election or Appointment to Office
The number of Directors shall be fixed at nine (9). The initial seating of the Board of Directors will be people proposed by the Board of Conveners and appointed by the Board of Selectmen. Thereafter the Board shall be self- perpetuated as follows:
Three (3) of the Board seats will be elected by the general membership; and the remaining six (6) seats will be appointed by the Board of Directors through an annual Board needs assessment conducted by the Board Development Committee of the Board.
The election process for each of the membership representatives to the Board shall abide by the following guidelines:
Within the limits prescribed by these By-Laws, the number of Directors shall be such as may be changed only by a two-thirds vote of the membership at the annual meeting.
A Director need not be a member of the Corporation prior to his or her election or appointment to the Board of Directors but must become one before being seated. Each Director shall continue in office until the expiration of the term for which he or she is elected or appointed, or until his or her successor shall have been elected, and qualified, or until resignation or removal. The Executive Director will participate in all meetings of the Board (unless his or her own performance is being discussed).
Section 3. Term of Office
The initial Directors shall be persons named by the conveners and approved by the Board of Selectmen. For purposes of clarification, at the first meeting of the full Board, the length of terms for each member shall be decided by consensus. However, the Board must begin by being comprised of three one-year terms, three two-year terms and three three-year terms.
As the three seats open up each year, one seat shall be filled through a general election held by the membership. Thereafter this seat shall be designated to be a ‘membership representative seat’ and as described in Section 2 there should be three (3) seats of said definition on the Board of Directors by year-three of the organization.The term of office will be for three(3) years expiring on the date of the Annual Meeting. There are no term limits.
Section 4. Resignation or Removal
A Director may resign by delivering his or her written resignation to the Chair of the Board of Directors with a CC to the Executive Director. Such resignation shall be effective upon its acceptance by the Board of Directors, and the election or appointment of his or her successor shall follow within three meetings.
Any director who fails to attend three (3) consecutive regular meetings of the Board of Directors, without sufficient excuse (at the discretion of the Chair) may be removed from the Board of Directors by a majority vote of those present at a regular or special meeting of the Board of Directors.
If the majority of the Board of Directors determines that a Director needs to be removed for a reason other than attendance then a special meeting must be called to address the issue of removing said Director. The rules governing special meetings as detailed below must be followed. Any Director ‘proposed to be removed’ shall be entitled to at least ten (10) days notice in writing by mail and shall be entitled to appear before and be heard by the Board of Directors at such meeting prior to such vote for removal taking place.
Section 5. Vacancies
Any vacant seats on the Board of Directors, arising from any cause, may be filled for the remainder of the term of that seat at any meeting of the Board of Directors by a majority vote of the Directors.
The Secretary of the Board shall track all Board member terms and make such information readily available to who ever may request it.
Section 6. Disqualification
No member of the Corporation’s staff shall serve as a member of the Board of Directors. No close relative of the Corporation’s staff shall serve as a member of the Board of Directors, nor shall any close relative of a member of the Board of Directors be an employee of the Corporation. No employee or close relative of an employee of a Salisbury cable television operator, or its parent or affiliates, may serve as a member of the Board of Directors, nor shall any Director or close relative become an employee of a Salisbury cable television operator, its parent or its affiliate. A close relative is defined as a parent, spouse, sibling and/or offspring.
Not more than two (2) seats of the Board, at any given time, may be filled by persons holding a town-wide elected position: e.g. Member of the Board of Selectmen, Member of the School Committee, or Town Moderator, In the case that a Board Member seeks elected office, he or she shall request a leave of absence from the time of their announcement as a candidate to the conclusion of the election. Should there already be two seats of the Board occupied by elected officials, the newly elected official shall be asked to step down from his/her seat on this Board.
Section 7. Compensation
Directors as such shall receive no compensation for their services, disbursements of funds may only be allowed by resolution of the Board of Directors for reimbursement for any expenses incurred on behalf of the Corporation. A Director shall not be precluded from serving the Corporation in any other capacity, other than as a staff member, provided that a full disclosure of the nature of such service and the compensation thereof, if any, is filed with the Secretary of the Corporation. The Board of Directors, prior to the service being provided, shall approve a formal agreement with said Director. Said Director shall be precluded from voting on such formal agreement, or on any issue coming before the Board that relates to such service.
Directors receive free membership and all class fees are waived while they are seated on the Board of Directors of the Corporation to encourage them to participate in the services of the organization.
ARTICLE V: MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular Meetings
Regular meetings of the Board of Directors for the transaction of such business as may be done in accordance with law, the Articles of Organization of the Corporation and these By-Laws, shall be held at such time as the Board of Directors may fix. The Board of Directors is to hold no fewer than eight (8) regular meetings each year. All meetings shall be open to the public.
Section 2. Special Meetings
Special meetings of the Directors may be called by the Chairperson, or by four (4) or more Directors and shall be held at such time and for such purposes as may be specified in the call for said meeting.
Section 3. Notice of Meetings
Except as hereinafter required, no notice of the time, place or purposes of regular meetings of the Directors shall be necessary. Written notice of the first regular meeting of the Directors following any change in the time or place for such meeting, and written notice of all special meetings of the Directors, stating the time, place and purpose of the meeting, shall be given to each Director at least five (5) days prior to the day fixed for such meeting. The Secretary shall produce notice of the regular meetings of the Directors, when required. Notice of special meetings may be given by the person or persons calling the meeting or shall be given by the Secretary at the request of such person or persons. The Executive Director must be notified of all Board Meetings. The Board of Director’s meeting dates and times shall be posted for the membership to see and on the channel bulletin boards and the SCTVMC web site.
Section 4. Quorum
A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Directors; provided, that if all the Directors shall severally or collectively consent in writing to any action to be taken by Corporation, such action shall be as valid corporation action as though it has been authorized at a meeting of the Directors.
ARTICLE VI: MEETING OF MEMBERS
Section 1. Annual Meeting
An annual meeting of the membership shall be held September each year, at such time and place in Salisbury as the Board of Directors shall designate. At such time, the members shall elect Directors and may transact such business as may be done in accordance with law, the Articles of Organization of the Corporation, and these By-Laws.
Section 2. Special Meetings
A special meeting of the corporation may be called at any time by the Chairperson of the Board of the Corporation, the Board of Directors, or by receipt by the Secretary of the Corporation of a written request of ten (10) members. A special meeting shall be convened no sooner then ten (10) days nor longer than forty-five (45) days after being requested.
Section 3. Place for Meetings
All meetings of the corporation shall be held at the principal office of the Corporation in Salisbury, or at such other places as the Board of Directors may fix from time to time, or in the event of a special meeting, at such place as the Secretary of the Corporation may designate.
Section 4. Notice of Meetings
Notice of Annual Meeting and special meetings of the members shall be at least given ten (10) days prior to the scheduled date of the meetings, when membership exceeds nine (9) members excluding the Board of Directors. In lieu of any written notice of a regular or special meeting of members, required by law, notice of such meeting may be given by causing notice of such meeting to be officially published. If eighty percent (80%) of the members of record entitled to vote at the meeting do not have addresses of the record within the territory of general circulation of the newspaper required for official publication, the notice shall also be published in a newspaper or newspapers which have an aggregate territory of general circulation which includes the addresses or record of eighty (80%) of such members of record. Notice of meetings of the membership shall be posted on the Community Bulletin Board for a minimum of ten (10) days prior to the date of the meeting.
Section 5. Presiding Officers
The Chairperson of the Board of Directors of the Corporation shall preside at all regular or special meetings of the membership, and the Secretary of the Corporation shall record the minutes of all such meetings.
Section 6. Quorum
A duly called Annual or special meeting of the members shall not be organized for the transaction of business unless a quorum is present, but the members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, and the acts of such a meeting shall be the acts of the members. A quorum shall consist of the presence in person, of ten percent (10%) or more of the size of the membership of the Corporation.
ARTICLE VII: OFFICERS
Section 1. Officers
The Officers of the Corporation shall include a Chairperson, one or more Vice-Chairs, a Secretary, and a Treasurer. The initial Convener appointees shall meet for the purpose of electing officers as soon as practicable after their appointment. The Board of Directors shall elect officers from the newly seated Board of Directors at the first meeting after the Annual Meeting of the membership. No person shall hold more than one office at any one time. Each Officer of the Corporation shall be elected annually and shall hold office until the next Annual Meeting of the Corporation, or special meeting held in place thereof, and thereafter until his or her successor is chose and qualified. No member of the Board of Directors can be elected an Officer of the Corporation unless he or she has been a member of the Board of Directors for one year. The sole exception to this rule will be for the initial Board of Directors.
Section 2. Duties of Chairperson (Chair) of the Board
The Chair shall be the Chief Executive Officer of the Corporation. The Chair shall make a report on the affairs of the Corporation at each meeting of the members of Directors, and shall see that all orders and resolutions of the members and Directors are carried into effect; subject however, to the right of members or the Directors to delegate to any other person any specific delegable duties. The Chair shall execute after review by the Treasurer, in the name of the Corporation, all deeds, bonds, mortgages, membership certificates, written contracts and other documents and, when necessary or proper, shall affix thereto the corporate seal. The Chair shall be the Chairperson of the Executive Committee and shall nominate the chairpersons of all other committees. The Chair shall be an ex-officio member of all committees and shall perform such other duties as are usually incident to his or her office or may be required by the Directors.
Section 3. Duties of Vice-Chair
If there is more than one Vice-Chair one shall be titled ‘First Vice Chair’. The Vice-Chair (or First Vice Chair as appropriate) shall fulfill the duties of the Chair in the event of the absence or incapacity of the Chair, and shall have such other powers and shall perform such other duties as are set forth in these By-Laws, and now or hereafter amended, and as the Board of Directors may designate from time to time. In the event of the absence or incapacity of the First Vice-Chair, any other Vice-Chair shall fulfill the aforesaid duties of the Chair and then the Secretary of the Board, followed by the Treasurer. The Vice-Chair shall also preside over the Board Development Committee.
Section 4. Duties of the Secretary
The Secretary shall issue notices of Directors’ and membership meetings as herein before set forth, shall attend and keep the minutes of the same, shall have custody of all corporate books, records, papers, and the corporate seal, shall attest the signing and sealing by the Chair of all instruments requiring the corporate seal and the signing of all other instruments when so required by the Chair, these By-Laws, shall do such other things as many be required by law, and shall perform such other duties as are usually incident to his or her office or as may be required by the Directors. There shall be one Assistant Secretary. In the event the Secretary is absent, the Board of Directors shall appoint someone to perform these duties for that given meeting. The Secretary shall be charged with keeping a Public File of all Board activities, votes and the Annual Operating Budget in an accessible place within the Corporation’s facilities for viewing by anyone who wishes to consult it. No specific staff salary information should be included in the Public Budget. A line item for Personnel Expenses shall suffice.
Section 5. Duties of the Treasurer
The Treasurer of the Corporation shall be the Chief Financial Officer and shall have responsibility for communicating to the Board important issues or concerns regarding the funds and assets of the Corporation. The Treasurer shall work closely with the Executive Director to design the annual operating budget, to be presented to the full Board for approval each year. The Treasurer shall receive all funds of the Corporation and shall make disbursements and shall keep regular books of account showing receipts and disbursements, and shall submit a monthly financial statement and an annual audited statement of all such receipts and disbursements to the Board of Directors for their examination and approval. The Treasurer shall also perform such other duties as are incident to his or her office or as may be required by the Directors.
Section 6. Resignation or Removal
Any Officer or member of the Board may resign by presenting his or her written resignation to the Chair or to any other Officer. A copy of said resignation should be sent to the Executive Director as well. Such resignation shall be effective upon its acceptance by the Board of Directors. The Board of Directors may remove from office any Officer by a two-thirds (2/3) vote whenever, in their judgment, the best interests of the Corporation will be served thereby.
Section 7. Vacancies
A vacancy in any duly constituted office may be filled by a majority vote of the Board of Directors, whenever it occurs.
Section 8. Compensation
Officers shall receive no compensation for their services as Officers of the Corporation as such; provided, however, that any Officer may, if authorized by the Board of Directors, be reimbursed for necessary expenses.
ARTICLE VIII: COMMITTEES
Section 1. Standing Committees
The Standing Committees of the Corporation shall be as follows:
Section 2. Appointment and Functions of Standing committees
The Chair shall appoint the chairpersons of all standing committees, except the Executive Committee, all of whom shall be subject to the approval of the Board of Directors. The chairperson of each standing committee shall be a member of the Board of Directors or a staff person. All members of the standing committees must be members of the corporation. The Chair of each committee may approve participation on his or her committee.
Section 3. Executive Committee
The Executive Committee shall consist of the officers of the Board and any other Board members as designated with approval of the full Board. The Chair of the Corporation shall serve as chairperson of the Executive committee. During intervals between regular meetings of the Board of Directors, the Executive committee may exercise all of the powers of the Board of Directors in the management and direction of the affairs of the Corporation. All actions by the Executive Committee shall be reported to the Board of Directors at its meeting next following such action, and shall be subject to revision and alteration by the Board of Directors; provided, however, that no rights of third parties shall be affected by any such revisions or alterations. Regular meetings of the Executive Committee shall be necessary for the passage of any resolution needed between regular meetings.
The Executive Committee is further charged with the oversight, along with the full Board, of the overall financial well being of the organization. This shall include specifically the responsibilities of understanding the field of community media and its developments and the changes in the cable television and related industries. It is the responsibility of the Executive Committee to lead the organization in meeting the necessary requirements for preparation for any franchise renewal when it shall occur.
Section 4. Finance Committee
The Finance Committee should be chaired by the Treasurer unless otherwise designated by the Board and in collaboration with the Executive Director, shall develop and recommend to the Board of Directors the annual operating budget and work plan for the organization; shall regularly monitor the Corporation’s expenses and income; and shall recommend budget adjustments to the Board of Directors as needed.
The Finance Committee shall review the annual financial statements, approve annual audit reports, and recommend to the Board of Directors the selection of, and fees to be paid to the independent certified public accountant for the Corporation. It shall be the responsibility of the Finance committee to report to the Board of Directors whether the Corporation is meeting its projected budget; on the scope and adequacy of the annual audit and related fees; to continually monitor and report to the Board of Directors on the effectiveness and adequacy of the Corporation’s internal accounting controls, and to include in that report its findings as to whether or not any errors, omissions, criticisms or recommendations contained in the management letter of the independent certified accountant, if one accompanies the annual audit, have been properly dealt with.
Section 5. Personnel Committee
The Personnel Committee may be designated to prepare the materials for the Board’s annual review of the Executive Director. They may recommend to the Board a process by which this will be conducted.
In collaboration with the Executive Director, the Personnel Committee shall formulate job descriptions for the Corporation’s personnel and amend such descriptions from time to time. The Personnel Committee shall also review and evaluate personnel practices, salary ranges, benefits and other related personnel matters.
Section 6. Board Development
The Board Development Committee shall provide recommendations for any and all candidates for election as Directors and Officers. The Board Development Committee, in collaboration with the Secretary of the Board, shall maintain a record of the names of all Directors and their terms of office. The conveners shall perform the functions of the Board Development Committee to establish the Initial Board by providing recommendations to the Selectmen who shall seat that Board. Thereafter the Board shall function in accordance with these By Laws.
The Board Development Committee shall perform community outreach throughout the year and develop candidate interest in the Board on an ongoing basis. It shall also coordinate a Board retreat and Strategic Planning process annually.
Section 7. Membership Committee
The Membership Committee shall develop and implement strategies for developing a broad-based membership for the Corporation. The Membership Committee shall recommend to the Board of Directors an annual membership campaign and, upon the adoption of an annual membership campaign by the Board of Directors, shall enlist members of the Board of Directors, Officers, members and other volunteers to assist in the implementation of such membership campaign. The Membership Committee shall recommend to the Board of Directors categories of membership and the annual fees for each category.
Section 8. Programming and Technology Committee
The Programming and Technology committee shall be responsible for ensuring that a wide variety of programming, which addresses the interests and needs of Salisbury residents, institutions and organizations, is available whether through the production or acquisition of such programming.
Any specific problems relating to the programming of the channels shall be presented to the Programming Committee and dealt with by this committee. If resolutions are not successful then the matter may be taken to the Board of Directors for further exploration.
A clear set of guidelines for the handling of programmatic issues shall be established in the Rules and Procedures manual as approved by the Board of Directors and reviewed at least bi-annually.
Section 9. Other Committees
The Chair may appoint, with the approval of the Board of Directors, other special and ad hoc committees as required. The Chair shall define the objectives of said committees, and said committees shall be discharged upon acceptance of their final reports.
ARTICLE IX: EXECUTIVE DIRECTOR
The Board of Directors shall hire an Executive Director. The Executive Director shall have the authority and responsibility to manage and operate the Corporation’s affairs in accordance with the general policies and directions specified by the Board of Directors. It is the responsibility of the Executive Director to hire and supervise the staff to operate the Corporation. All additional authority and duties shall be laid out in a job description as approved by the Board of Directors. The Executive Director shall report to and be directly responsible to the Chair of the Corporation. The Executive Director shall be entitled to compensation for his or her service, renewal, and other provisions as appropriate.
It is the responsibility of the Board of Directors to perform an annual review of the Executive Director in the manner they decide to be most effective.
ARTICLE X: INDEMNIFICATION
The Corporation shall, to the extent legally permissible, indemnify each of its Directors and Officers against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceedings, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a Director or Officer, except with respect to any matter as to which he or she shall have been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by which such Director or Officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as being in the best interest of the Corporation after notice that it involves such indemnification: 1) by a disinterested majority of the Directors then in office; or by 2) by a majority of the disinterested Directors then in office after the corporation has received an opinion in writing of independent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interest of Corporation. Expenses, including counsel fees reasonably incurred by any such Director of Officer in connection with the defense or disposition of any such action, suit or other proceeding, may be paid from time to time by the Corporation in advance of the final disposition thereof, upon receipt of an undertaking by such individual to repay the amount so paid to the Corporation if he or she be adjudicated not to be entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law.
Pursuant to Massachusetts General Laws, Chapter 180, Section 3, the personal liability of Officers and Directors to the Corporation shall be eliminated for monetary damages for breach of fiduciary duty as an Officer or Director notwithstanding any provision of law imposing such liability; provided, however, that said provision shall not eliminate the limit of liability of an Officer or Director, a) for any breach of the Officer’s or Director’s duty of loyalty to the Corporation or its members, b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or c) for any transaction from which the Officer or Director derived an improper personal benefit.
ARTICLE XI: LIQUIDATION OR DISSOLUTION
(Amended by B.O.D. 3/27/2008)
In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary no Director, Officer, or member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be distributed as per distributed as per Section 15 sub-paragraph 3of the agreement between the Town and the Board of Directors dated April 14, 2008.
ARTICLE XII: CONFLICT-OF-INTEREST
(Adopted by B.O.D. 3/27/2008)
Section 1. Purpose
The purpose of this conflict of interest policy is to protect the Corporation’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2 Duty to Disclose
(a) In connection with any actual or possible conflict of interest, a Board member or officer of the Corporation must disclose the existence of any financial interest that could be considered a conflict of interest and be given the opportunity to disclose all material facts to the Board of Directors, which shall consider such matter.
(b) Any Director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined in paragraph (c) below, is an interested person.
(c) A Director or Officer has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(i) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
(ii) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
(iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
Section 3. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion thereof, the interested party shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon. The Board of Directors shall decide if a conflict of interest exists.
Section 4. Procedures for Addressing the Conflict of Interest
(a) A Director or officer of the Corporation who might be an interested person may make a presentation at the Board of Directors meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the Board of Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the Board of Directors shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 5. Violations of the Conflicts of Interest Policy
(a) If the Board of Directors has reasonable cause to believe a Director or officer of the Corporation has failed to disclose actual or possible conflicts of interest, it shall inform such Director of the basis for such belief and afford such Director an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the Director’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines that the Director has failed to disclose an actual or possible conflict of interest, the Board of Directors shall take appropriate disciplinary and corrective action.
ARTICLE XIII: MISCELLANEOUS
Section 1. Notice
Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class mail, postage prepaid, with a record of receipt, to his or her address appearing on the books of the Corporation, or in the case of Directors or members of another body, supplied by him or her to the Corporation for the purposes of notice.
Section 2. Fiscal Year
The fiscal year of the corporation shall be twelve (12) months ending June 30th of any given year, except as, from time to time, otherwise determined by the Board of Directors, and shall fallow the fiscal year of the Town.
Section 3. Conduct of Meetings
Robert’s Rules of Order, Revised, shall govern the conduct of all meetings of the members of the Corporation and the Board of Directors and its various committees, except where the same shall be in conflict with the law or these By-Laws.
ARTICLE XIV: AMENDMENTS
Any part or all of these By-Laws may be altered, amended or repealed by a two-third (2/3) vote of the Board of Directors present at the annual or special meeting of the Board duly called for that purpose, provided that notice of substance of the proposed alteration, amendment or repeal shall be stated in a notice for such meeting mailed to the Board of directors no less than seven (7) days before such meeting. All amendments to the By-Laws must be presented for a two-third (2/3) vote of approval to the membership at the Annual Meeting of the Corporation.
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