BEVERLY CABLE AND TELECOMMUNICATIONS CORPORATION

BY-LAWS

Adopted August 17, 2004

Amended January 25, 2007

Amended September 28, 2007

Amended January 15, 2009

Article 1

Name, Purposes, Powers and Related Matters

The name Beverly Cable and Telecommunications Corporation (hereinafter in these By-Laws referred to as the “Corporation”), the location of its principal office and its purposes shall be as set forth in the Articles of Organization and these By-Laws, and the Corporation shall be exclusively charitable, scientific, or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), as amended from time to time, and shall, as its primary activity, provide noncommercial public and educational cable access and related technology services to the residents, schools, businesses and other institutions of Beverly.

The powers of the Corporation and of its Directors, officers, committees and members, and all matters concerning the conduct and regulation of the affairs of the Corporation and the manner in which, and the officers and agents by whom, its purposes may be accomplished shall be governed by such provisions in regard thereto, if any, as are set forth in the Articles of Organization and these By-Laws.

The Corporation shall, at all times:

  1. Be physically headquartered, or
  2. have a campus, or
  3. Have 75% of its board members reside:

Within 25 miles of the reference coordinates of the community to be served by a new noncommercial radio station for which the Corporation files a construction permit application.

At no time shall the Corporation, nor any parent or subsidiary, or any officer or director, of the corporation, have an attributable interest in another radio station, or construction permit for a radio station, if the principal community contour of such station would overlap, in whole or in part, the principal community contour of any noncommercial radio station for which the Corporation files a construction permit application.

All references in these By-Laws to the Articles of Organization shall be construed to mean the Articles of Organization as from time to time amended.

Article 2

The Members

  1. EligibilityAll residents of the City of Beverly and organizations based in the City are eligible for membership in the Corporation. Individual voting members must be age 18 or older.
  2. Qualification for Voting MembershipVoting membership in the Corporation is open to individuals residing in Beverly, or in the case of an organization based in Beverly, such organization may be an organizational member and have one vote, which vote may be cast by a duly appointed representative of said member organization, and, to vote, such residents or organization based in Beverly must demonstrate their interest in the affairs of the Corporation by:
    1. Completing and returning to the Corporation an Access Membership Enrollment Form;
    2. Paying the prescribed membership dues, if any, by category, as they may from time to time be established by the Board of Directors; and
    3. Having been Members of the Corporation for at least thirty (30) days prior to any meeting of members.
  3. Annual Meeting of MembersThe Annual Meeting of Members shall be held in Beverly, at such place as the Board of Directors agree, in September of each year for the purpose of electing Directors whose terms have expired and transacting such business as may properly come before the meeting. The time, place and date of the Annual Meeting shall be determined by the Corporation’s Board of Directors and Members shall be notified of each meeting as provided herein.
  4. Special Meetings of Members and/or DirectorsSpecial Meetings of Members and/or Directors shall be called by the President upon request of the Board of Directors or upon written request therefore submitted to the Corporation by not less than one-tenth of all members entitled to vote at such a meeting.
  5. Notice of MeetingsA written notice of every annual or special meeting of the Corporation, stating the place, date, hour, and purpose shall be given not less than seven (7) calendar days before the date of the meeting to each member entitled to vote at such meeting. Notice shall be mailed to each memberat his or her address as it appears upon the records of the Corporation. Notice shall be displayed several times, in varying day parts, on the cable television channel managed by the Corporation during the notice period described above.
  6. QuorumA majority of the voting members present at a duly noticed meeting, but not less than five, shall constitute a quorum at any annual or special meeting of Members. Members may vote at such meeting in person. If a quorum shall fail to attend, a majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present in person. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally notified. (See Article 3, Section 9 re Quorum of Directors).
  7. Procedure for VotingMembers shall be entitled to vote on matters submitted to the Members for approval at meetings of the Members, including the election of Member-elected Directors to fill the vacancies of Directors whose terms have expired.

    A Director may be a member if he or she otherwise meets the criteria for membership.

  8. Members’ Dues 

    The Board of Directors may, from time to time, adopt a schedule of annual dues. Dues shall be maintained at a level reasonably intended to cover the direct costs of: maintaining the membership rolls; providing for participation by the Membership in the governance of the Corporation; and communicating the Corporation’s activities to the Membership, including the use of printed materials such as a newsletter or a program guide.

Article 3

Board of Directors

  1. PowersThe Board of Directors shall have and may exercise all of the powers of the Corporation to the extent permitted by the General Laws, the Articles of Organization and these By-Laws.
  2. Tenure and QualificationsThe Board of Directors shall have not less than seven (7) Directors and not more than fifteen (15). The length of the term of office of Directors is to be two (2) years. From and after the meeting of the Directors at which these amended bylaws are adopted, the Board of Directors shall be constituted as follows:

    Directors shall be appointed as follows: one (1) shall be appointed by the Mayor of Beverly, one (1) shall be appointed by the Superintendent of Schools, and the balance shall be elected as follows, depending on the total number of seats to be filled.

    In all cases there shall be one (1) Mayoral appointment and one (1) Superintendent of Schools appointment.

    In the case of seven (7) Directors, there shall be three (3) Board-elected and two (2) Member-elected.

    In the case of eight (8) Directors, there shall be four (4) Board-elected and two (2) Member-elected.

    In the case of nine (9) Directors, there shall be four (4) Board-elected and three (3) Member-elected.

    In the case of ten (10) Directors, there shall be five (5) Board-elected and three (3) Member-elected.

    In the case of eleven (11) Directors, there shall be five (5) Board-elected and four (4) Member-elected.

    In the case of twelve (12) Directors, there shall be six (6) Board-elected and four (4) Member-elected.

    In the case of thirteen (13) Directors, there shall be six (6) Board-elected and five (5) Member-elected. In the case of fourteen (14) Directors, there shall be seven (7) Board-elected and five (5) Member-elected.

    In the case of fifteen (15) Directors, there shall be seven (7) Board-elected and six (6) Member-elected.

    In order to obtain diverse community representation and a necessary complement of skills, the Board may at any time, by a majority vote, increase the number of Directors up to 15.

    Except in the case of the Mayor’s or Superintendent’s appointees, any vacancies arising on the Board will be filled by a majority vote of the Board at a duly-called meeting. Any such successor Director shall serve for the remainder of the unexpired term of the predecessor Director. Any Director appointed by the Mayor may be removed without cause by the Mayor and a replacement Director shall be appointed by the Mayor. Any Director appointed by the Superintendent of Schools may be removed without cause by the Superintendent and a replacement Director shall be appointed by the Superintendent. Any Director appointed by the Mayor or Superintendent to fill an expired term shall be announced at the Annual Members’ meeting. Elected Directors shall only be removed in accordance with these bylaws.

  3. Nomination and Election Process of DirectorsElection of Directors shall be accomplished in the following manner: no later than forty-five (45) days prior to the annual meeting of the Members, a Nominating Committee of the Board of Directors shall notify the members of the Corporation of upcoming elections and shall request suggested nominees for the Member-elected and Director-elected seats. The Nominating Committee shall be charged with the responsibility of compiling a slate of candidates for election to the Board by the Members and a slate of Director-elected candidates to be voted upon by the Board of Directors, from these submissions and from its own search for election to the Board to be announced no later than thirty (30) days prior to the Annual Members Meeting.

    In addition to the candidates selected by the Nominating Committee, any Member may become a candidate for election to the Board of Directors by presenting the Nominating Committee with a petition for special nomination signed by at least five (5) of the eligible voting Members of the Corporation no later than fourteen (14) days prior to the date of the annual or special meeting at which the election is to occur. Such candidates will be added to the Nominating Committee Ballot for positions on the Board of Directors. Signatures for purposes of this Section shall be deemed valid unless challenged prior to or as of the date of the election.

    Ballots for the Member-elected Directors will be made available to and cast by current voting Members at the Annual Members meeting.

    In the event that no Member-Elected Director is nominated by the Members as provided by the above procedure, then, at the expiration of the fourteen (14) day deadline, it will become the prerogative of the Board of Directors to nominate a candidate of its choosing to fill the otherwise empty Member-elected seat which remains Member-elected.

    Ballots for the Board of Directors-elected Directors will be made available and cast by the current Board members at a Board of Directors meeting, concurrent with the Annual Members Meeting.

    Results of all balloting will be announced at the end of the Annual Members meeting.

  4. Removal of Directors. VacanciesExcept in the case of the Mayor or Superintendent’s appointees, a Director who fails to attend three (3) consecutive meetings of the Board of Directors without reasonable excuse may be removed from the Board of Directors by a majority vote of those Directors present and voting at a regular or special meeting of the Board of Directors. Elected Directors may also be removed for cause by a vote of five-sevenths (5/7) of Members voting at a duly called meeting at which a quorum of Members is present. Any Director proposed to be removed shall be entitled to at least ten (10) days notice in writing of the meeting of the Board of Directors, or meeting of Members, as applicable, at which such removal is to be voted upon. Such notice shall contain a statement of the grounds upon which removal is sought. Such person shall be entitled to appear before, and be heard by, the Board of Directors, or the Members, whichever is applicable, prior to such vote for removal taking place.
  5. ResignationAny officer or member of the Board of Directors may resign by delivering his or her written resignation to the Secretary of the Corporation. Such resignation shall be effective upon its acceptance by the Board of Directors.
  6. DisqualificationNo officer, director or employee of any cable license franchisee holding a license from the City of Beverly or elected city official may serve as a member of the Board of Directors.
  7. Schedule of MeetingsThe Board of Directors shall hold at least three (3) regular directors meetings during each fiscal year of the Corporation. The Board of Directors may hold special directors’ meetings whenever requested by the President or two-fifths (2/5) or more of the Directors. The Clerk shall cause written notice of the regular and any special directors’ meetings to be mailed or delivered to each Director at least five (5) days before the date of the meeting, unless all of the Directors attend or sign a written waiver of notice.
  8. MeetingsOpen to the Public
    Notice of meetings of the Board of Directors shall be posted on the City Hall bulletin board at least forty-eight (48) hours in advance of such meeting. All meetings of the Board of Directors shall be open to the public unless the Board, in its discretion, shall determine to close the meeting for one of the reasons as specified in Chapter 39, Sections 23A and 23B of the General Laws of the Commonwealth of Massachusetts. Whenever the Board of Directors determines to hold a closed meeting, it shall publicly specify its reasons for closing the meeting. However, the posting of notices of meetings and notices to Directors shall be in conformity with these By-Laws and not necessarily the requirements of M.G.L. Chapter 39.
  9. Quorum of DirectorsA majority of the Directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
  10. Action of the Board of DirectorsThe act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Corporation’s Articles of Organization or these By-Laws.
  11. Compensation of DirectorsDirectors shall not be compensated for their services as Directors other than the reimbursement of reasonable and necessary expenses incurred in the performance of such services. However, nothing herein shall preclude any Director from serving the Corporation in any other non-staff capacity and receiving compensation therefore. The terms and circumstances of any such compensation must be fully disclosed, in writing, to the Board of Directors and must be approved by affirmative two-thirds vote of the Board of Directors.

Article 4

Officers

The Board of Directors of the Corporation shall elect the officers of the Corporation from among the Directors of the Corporation. The officers of the Corporation shall consist of a President, Vice-President, Secretary (also known as Clerk), Treasurer, and such other officers as the Board of Directors may deem desirable, and they shall hold office for a term of one (1) year or until his or her successor is chosen and qualified. No person shall hold more than one office at any one time. Election of officers shall take place at the meeting of the Directors following the annual meeting of the Members.

The Board of Directors may remove from office any officer by a vote of three fifths (3/5) of its entire number then in office. A vacancy in any office may be filled by vote of the Board of Directors. Officers shall not be compensated for their services as Officers of the Corporation. Removal from office shall not result in removal from Directorship unless in accordance with rules governing same.

  1. PresidentThe President shall be the chief executive officer of the Corporation. The President shall make a report on the affairs of the Corporation at each meeting of the Members and the Board of Directors, and shall see that all orders and resolutions of the Members and the Directors are carried into effect; subject, however, to the right of the Members or the Directors to delegate to any other person any specific delegable duties. The President shall, subject to the direction of the Board of Directors, execute in the name of the Corporation all deeds, bonds, mortgages, member certificates, written contracts, and other documents and, when necessary or proper, shall affix thereto the Corporate Seal. The President shall appoint the chairpersons of all committees. The President 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 as may be required by the Board of Directors.
  2. Vice-PresidentThe Vice-President shall exercise the office of President of the Corporation with all the rights, privileges, duties and powers as if the Vice-President were the duly elected President in the event of the absence or inability for any reason of the President to perform the duties and responsibilities of the office of President. The Vice-President shall, upon request and direction of the President, assist the President in performing the duties and responsibilities of the office of President.
  3. SecretaryThe Secretary (Clerk) shall have custody of all corporate books, records, papers, and the Corporate Seal, shall attest the signing and sealing by the President of all instruments requiring the Corporate Seal and the signing of all other instruments when so 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 Board of Directors.
  4. TreasurerThe Treasurer of the Corporation shall be the chief financial officer and shall have custody and control of all funds and valuables of the Corporation. The Treasurer shall receive the funds of the Corporation and shall make disbursements, and shall submit a monthly financial statement and an annual amended statement of all such receipts and disbursements to the Board of Directors for their examination and approval. The Treasurer shall deposit in the name of the Corporation all moneys and valuables of the Corporation with a depository or depositories designated by the Board of Directors. The Treasurer shall also perform such other duties as are incident to his or her office or as may be required by the Board of Directors. The Treasurer shall be bonded.

Article 5

Committees

  1. Standing: CommitteesThe Standing Committees of the Board of Directors shall include a Finance Committee and a Nominating Committee, as described below, and such other Committees as may be created by the Board of Directors.
  2. Appointment and Duties of the Standing CommitteesThe members of each committee shall be appointed by the President. Committee chairpersons shall be appointed by the President and shall be a member of the Board of Directors; except that the Treasurer shall not be the chair of the Finance Committee. Committees shall develop relevant policy recommendations for the Board’s consideration. Chairpersons of Committees are responsible for keeping minutes of their meetings and furnishing reports as requested.
  3. FinanceThe Finance Committee shall review the annual financial statements, approve annual reports; and recommend to the Board the selection of, and fees to be paid to accountants 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 audits and related fees; and to continually monitor and report to the Board of Directors on the effectiveness and adequacy of the Corporation’s internal accounting controls. The Finance Committee shall develop and recommend to the Board the annual budget, and shall regularly monitor the Corporation’s expenses, and income.

    The Finance Committee shall develop and implement fundraising strategies for the Corporation. The Committee shall recommend to the Board of Directors various fundraising plans as needed, and upon the adoption of a fundraising plan by the Board of Directors, the Committee shall enlist members of the Board of Directors, officers, Members and other volunteers to assist in the implementation of specific projects. The Committee shall meet regularly to monitor the Corporation’s fundraising status and to review grant proposals.

  4. Nominating CommitteeThe Nominating Committee shall select candidates for election to fill vacancy(ies) of the elected Directors of the Board of Directors. The Nominating Committee shall be charged with soliciting the names of nominees for the Board of Directors from the general membership and with the preparation of a slate of candidates to fill such vacancy(ies) as elsewhere herein provided in Article Three.

Article 6

Miscellaneous Provisions

  1. Fiscal YearExcept as from time to time otherwise determined by the Board of Directors, the fiscal year of the Corporation shall be the twelve (12) months ending December 31 of any given year.
  2. Annual Financial ReviewThe account books of the Corporation shall be reviewed annually by an independent certified public accountant retained by the Board of Directors, and the report of such accountant shall be filed with the records of the Corporation. One copy of the report shall be sent to the Mayor.
  3. Execution of Corporate InstrumentsMortgages, bonds, notes, checks, other evidences of indebtedness and such other instruments as the Corporation may issue in the conduct of its business shall carry the signature of the President and such other officer or officers the Board of Directors may from time to time determine by resolution. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
  4. AmendmentsAny part or all of these By-Laws may be altered, amended or repealed from time to time by a two-thirds vote of the Board of Directors present at a regular or special meeting of the Board duly called for that purpose, provided that notice of the 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 ten (10) days before such meeting. Any proposed alteration, amendment or repeal shall be presented at two consecutive meetings held no less than thirty (30) days apart before such change can be approved.
  5. Conflict of InterestNo Director or officer of the Corporation may participate in the evaluation, review and approval of any application for a grant or any other matter in which he or she has a direct personal interest.

    All grants and other transactions shall be conducted at arm’s length and shall not violate the proscriptions in the Articles of Organization, these By-Laws, or any other applicable prohibition against the Corporation’s use or application of its funds for private benefit. No such loan or transaction shall be entered into if it would result in denial of or loss of tax-exempt status under Section 501(c)(3) or other applicable sections, if any, of the Code and its regulations as they now exist or as they may be hereafter amended.

  6. SealThe Board of Directors shall approve and adopt a corporate seal which shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “Corporate Seal.” The seal shall be stamped or affixed to such documents as may be prescribed by law or custom or by the Board of Directors.
  7. Non-DiscriminationSelection of the Board of Directors, officers of the Corporation, Members, volunteers and staff shall not be based on race, color, religion, age, national origin, disability or sexual preference.
  8. Agreements with other Municipalities and Access EntitiesThe Corporation may enter into agreements with other municipalities or corporations or cable television licensees to provide cable television access services and to share resources, including but not limited to facilities, equipment and staff and other resources, and enter into other agreements to carry out activities consistent with the purposes of the Corporation. Such agreements should provide necessary resources to the Corporation to serve the particular municipality in question. Such agreements must be approved by the Board of Directors.
  9. Personnel PoliciesThe Board of Directors shall be charged with developing the Corporation’s personnel policies, job descriptions and advertisements, reviewing and evaluating staff salaries and benefits and the performance of the Executive Director and shall be responsible for related personnel matters and grievances and coordinating the hiring of the Executive Director. Notwithstanding the foregoing, the Board may at any time create a Personnel Committee pursuant to Section 1 of Article 5.
  10. Annual ReportThe Corporation shall prepare an Annual Report of operations and budget and copies of same shall be available to the public. One copy of said Annual Report shall be filed with the Beverly Cable Television Advisory Commission and one copy shall be filed with the Mayor.

Article 7

Indemnification

To the fullest extent permitted by Chapter 180, Section 3 of the Massachusetts General Laws as it exists or may be amended each Officer, and the Directors of the Corporation shall be indemnified by the Corporation against any and all claims and liabilities to which he/she becomes subject by reason of his/her being or having been an Officer or Director, whether or not he/she continues to be an Officer or Director at the time of the adjudication of such claim or liability. The Corporation shall also indemnify such Officer or Director for any and all legal and other expenses reasonably incurred by him/her in connection with any actual or threatened action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been such an Officer or Director, whether or not he/she continues to be an Officer or Director at the time of incurring such expenses. No Officer or Director shall be indemnified against any action, claim suit or proceeding in which he/she shall be finally adjudged liable by reason of his/her own negligence or willful misconduct; and no such Officer or Director shall be indemnified against the cost of any compromise or settlement of any such alleged claim or liability, unless said compromise or settlement shall be approved in advance by the Board of Directors.