Amherst Community Television, Inc.

By-Laws

Adopted September 25, 1985;

amended September 9, 1988, September 8, 1993, September 24, 1996, June 13, 2000, May 7, 2002, November 12, 2002, May 13, 2003, August 13, 2003, and April 3, 2006.

ARTICLE 1. Name

This corporation shall be known as Amherst Community Television, Inc., which may be abbreviated ACTV.

ARTICLE 2. Place of Business

The principal place of business is at 246 College Street, Amherst, Massachusetts, 01002.

ARTICLE 3. Purpose

The purposes of ACTV appear in the Restated Articles of Organization filed with the Secretary of State of the Commonwealth of Massachusetts on September 29, 1999.

ARTICLE 4. Members

4.1 Individuals residing, working, or studying in the Towns of Amherst or Pelham, or businesses, organizations or institutions located in said towns, or individuals affiliated with them, who subscribe to the purposes of ACTV are eligible for membership.

4.2 The Board of Directors may determine classes of membership and set requirements for such classes.

4.3 The Board of Directors shall set dues for membership from time to time but not more frequently than annually.

4.4 Memberships shall be effective from October 1 through September 30.

4.5 Members shall receive notices of all meetings of the corporation by U.S. mail and shall be eligible to vote on any item of business brought to such meetings by the Board of Directors.

ARTICLE 5. Board of Directors

5.1 The governing body of the Corporation shall be a Board of Directors of twelve members.

5.2 Four members of the Board shall be elected by the members of the Corporation. One member of the Board shall be appointed by the Select Board of the Town of Amherst, one by the Board of Selectmen of the Town of Pelham, and one by the Amherst-Pelham Public Schools. Four members broadly representative of the community shall be appointed by the Board. A treasurer shall be appointed by the Board. If the treasurer is one of the three constituency-appointed members, the Board will appoint a fifth member to bring the total number of members to twelve.

5.3 At the conclusion of the Annual Meeting the Board shall reconvene as a newly constituted board for the purpose of making appointments as necessary to bring the total number of board members to twelve.

5.4 Members of the Board must be members of the Corporation.

5.5 Members elected at the Annual Meeting of the Corporation shall serve overlapping terms of three years and shall continue in office until their successors are elected and assume office.

5.6 Appointed members of the Board shall assume office at the conclusion of the Board Meeting at which they are appointed, serve overlapping terms of three years and shall continue in office until their successors are elected and assume office.

5.7 The four elected and four Board-appointed members may succeed themselves once. The Board may grant exceptions to this limit for members filling vacated terms. Constituency-appointed Board members shall serve at the will of the respective appointing authority.

5.8 A written request for nominations for all vacant Membership-elected Board Seats shall be sent to all current members at least six weeks prior to the Annual Meeting. Nominations must be received by the Nominating Committee at least 21 days prior to the Annual Meeting. Nominees shall be members of the Corporation at the time of their nomination as candidates for Board membership. A report by the Nominating Committee of the election process shall be submitted to the Board of Directors at least 20 days prior to the Annual Meeting. Elections will take place at the Annual Meeting of the Corporation. Ballots will be mailed to members at least two weeks prior to the Annual Meeting. Only members who have been members for at least 30 days prior to the date of the Annual Meeting, or whose membership has lapsed since October 1 of the current year and is renewed prior to voting, are eligible to cast a vote. Members may vote by ballot, upon verification of voting status by ACTV staff, either in advance of the Annual Meeting by personally hand delivering the ballot to the ACTV facility or at the Annual Meeting. Ballots shall be tallied at the Annual Meeting. Tie votes shall be decided by run-off election at the Annual Meeting by those eligible members present.

5.9 A director may be removed for cause upon the vote of 2/3rds of the seated directors. Cause shall include, but not be limited to, consistent inability to work with others, disruptive influence, abuse of one's position, gross misrepresentation, harassment of others or illegal ACTV related activities. Any director proposed to be removed shall be entitled to at least 10 days notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting prior to such vote for removal.

5.10 Members of the Corporation may call for a Vote of Confidence, for any Director who has been elected by the general membership, by submitting to the Board of Directors a written Petition with the signatures of twenty (20) Members, stating specifically the reasons that confidence is in question. Only one Director may be named in any one Petition.

a. Upon receipt, by the President or his/her representative, of a verified Petition, a copy of the Petition will be sent to all Directors, including the Director named in the Petition.

b. The Board of Directors will schedule a special meeting of the Corporation for the purpose of conducting the vote of confidence, to be convened within thirty (30) days of receipt of the Petition. Notices of this special meeting shall be mailed, by first-class mail, at least fifteen (15) days prior to such meeting, to all Members of the Corporation.

c. A quorum of the Corporation must be present to conduct the vote of confidence.

d. If the Director named in the Petition does not receive a vote of confidence from the majority of Members present at the special meeting, then said Director shall be immediately removed from the Board. If said Director does receive a majority vote of confidence at said meeting, then the Director’s position on the Board will be affirmed and the Board of Directors will not be obligated to recognize a Petition for a Vote of Confidence for the named Director for the same or similar reasons for a period of at least six (6) months.

5.11 Any vacancy on the Board of Directors arising at anytime and from any cause may be filled for the remainder of the vacated term. The replacement for a Member-elected Director shall be selected through nomination and election by the Members. The replacement for a Board-appointed Director shall be selected through appointment by the Board. The replacement for a municipal- or school-appointed Director shall be selected through appointment by the appointing body.

5.12 When a Director who has been elected by the General Membership leaves the Board for any cause, they shall be replaced through nomination and election by Members.

a. Within fifteen (15) days of a Member-elected Director leaving the Board, a call for nominations for their replacement shall be mailed, by first class mail, to all Members of the Corporation. Nominations shall be due no later than fifteen (15) days after the date of such mailing.

b. A special meeting of the Corporation shall be scheduled no more than five (5) days after the due date of such nominations and the date of said meeting shall be clearly indicated in the call for nominations specified above.

c. All nominees shall be allowed five minutes to speak to the general membership at said special meeting.

d. After all nominees have had an opportunity to speak, elections shall be immediately held and the nominee receiving a majority vote of those Members present shall then be seated on the Board of Directors for the remainder of the vacated term.

5.13 The Board of Directors shall be responsible for the conduct of the business of the Corporation; for all matters pertaining to incorporation; for the maintenance of the non-profit status of the Corporation; for all matters pertaining to the tax-exempt status of the Corporation; for appointing staff members who shall have such duties and responsibilities as are from time to time assigned to them; for the establishment and control of the budget for the Corporation including authorizing expenditures of the Corporation; for developing sources of funds to support public access or any other purpose compatible with the purposes of the Corporation; and for any other matters not specifically reserved to the members.

Article 6. Officers

6.1 The officers of the Corporation shall be a president, a vice-president, a clerk, and a treasurer.

6.2 The officers of the Corporation shall be the officers of the Board of Directors.

6.3 The President and Vice-President shall serve one-year terms. Both the President and the Vice-President shall be elected by the Board of Directors at its first meeting following the Annual Meeting. A Clerk shall be elected by the Board at that first meeting every year and serve a term of one year or until a successor is elected and assumes office.

6.4 The President shall call, prepare agendas for, and conduct all meetings of the Board and the Corporation; make committee assignments with the exception of the Executive Committee and name a convener for each committee who shall serve as chair until or unless another chair is elected by the committee; refer matters to appropriate committees and coordinate the activities of committees; serve as chair of the Executive Committee and ex officio member of all other committees; oversee the implementation of policies adopted by the Board; serve as the primary contact between the staff and the Board; represent ACTV as necessary; and perform such other duties as may from time to time be required. The President may delegate his/her authority to represent the Board and may delegate such other authority as s/he deems appropriate.

6.5 The Vice-President shall perform the duties of president in the event of the president's absence or inability to serve and perform such other duties as may from time to time be required. The Vice-President shall be the first Board member to be nominated as a candidate for the office of President upon the completion of the President's term.

6.6 The Clerk shall be responsible for the preservation of the official records and documents of the Corporation; for recording and distributing minutes of the meetings of the Corporation and of the Board; for insuring that the membership lists of the corporation are maintained; and for carrying out such other duties and responsibilities as may from time to time be assigned by the Board or the President.

6.7 The Treasurer shall be appointed by the Board of Directors and serve at the will of the Board. S/he shall be responsible for insuring that the financial affairs of the Corporation are in order, under the general direction of the Board of Directors, and have such duties related to the financial and business matters of the Corporation as may from time to time be assigned by the Board or the President.

6.8 When an office becomes vacant because of resignation, removal, or inability to serve, it shall be filled by election at the next meeting of the Board.

ARTICLE 7. Meetings

7.1 All meetings of the Board and the corporation shall be conducted in accordance with Robert's Rules of Order (latest edition).

7.2 The annual meeting of the corporation shall be held during the month of October.

7.3 Other meetings of the corporation may be called by the president or upon receipt by the Board of a petition signed by 13 members of the corporation.

7.4 The Clerk shall be responsible for sending out notices of meetings of the corporation, including items of business upon which action is anticipated, by U.S. mail or e-mail to members of the corporation postmarked or dated at least ten days before the date of the meeting. Notices shall also be posted on ACTV’s website.

7.5 A quorum for the conduct of business at meetings of the Corporation shall be 13 members.

7.6 The Board of Directors shall meet monthly, with agendas available at least forty-eight hours before the meeting. Additional meetings may be called if needed.

7.7 A quorum for the conduct of business at meetings of the Board of Directors shall be a simple majority of the members of the Board.

7.8 A member of the Board of Directors who fails to attend three meetings of the Board in a one year period without prior notice to the President shall be deemed to have resigned from the Board.

ARTICLE 8. Committees

8.1 The Board of Directors shall have five standing committees: Executive, Outreach, Nominating, Membership, and Fundraising.

8.2 Each Board member shall serve on at least one standing committee. Membership of all committees except the Executive Committee may include persons other than Board members.

8.3 Initial appointments to all committees shall be made by the president at the monthly meeting of the Board of Directors following the Annual Meeting.

8.4 Each committee shall choose a chairperson who is a member of the Board. The chair shall regularly report to the president on the business of the committee and may bring recommendations and other reports of the committee before the Board, and shall keep the Board informed as to the date and time of the next meeting of the committee.

8.5 The Executive Committee shall consist of the four officers of the Board. It shall advise the Board and assist the staff in matters concerning the budget, the appointment, review and compensation of staff, and the development and implementation of policies relating to personnel. The Committee shall work with the staff to develop and implement policies concerning the use of facilities and equipment, and the resolution of issues of conflict, grievance, and liability. When the need arises, the Executive Committee is empowered to act on behalf of the Board, and shall report such actions for ratification by the Board at the next regularly scheduled Board meeting.

8.6 The Outreach Committee shall include at least two members of the Board. It shall advise the Board and work with the staff in matters concerning recruitment of volunteers, community relations and public information.

8.7 The Membership Committee shall include at least three members of the Board. It shall advise the Board on matters pertaining to the recruitment and retention of members and other matters relating to membership.

8.8 The Fundraising Committee shall include at least three members of the Board. It shall advise and lead the Board in the fulfillment of its obligation to develop sources of funds other than those derived from ACTV's contracts with the Towns and the Towns' licenses with the cable operator. It shall actively pursue the development of income from such sources as grants, underwriting, fees, commission, gifts, and fundraising events and it shall co-ordinate the fundraising activities of the Board and of other supportive groups and organizations.

8.9 The Nominating Committee shall consist of five members of the Corporation, at least two of whom shall be current members of the Board of Directors. It shall be responsible for presenting slates of candidates for election to the Board, for suggesting candidates for community appointments and for replacement members to fill vacancies. The Nominating Committee shall oversee the process of soliciting nominations from Members of the Corporation to fill the vacated seat of any Member-elected Director.

8.10 The president may create such additional committees as the Board finds necessary. At least one member of each such committee must be a member of the Board.

ARTICLE 9. Liability

The Officers and Directors of the Corporation shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as an officer or director, except 1) for any breach of the officer’s or director’s duty of loyalty to the corporation or its member, 2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or 3) for any transaction from which the officer or director derived an improper personal benefit.

ARTICLE 10. Fiscal Year

The fiscal year of the Corporation shall be from July 1 to June 30.

ARTICLE 11. Adoption

These By-Laws shall be effective upon their adoption by a majority of the Board of Directors present and voting at a meeting of the Board when the item for approval appears on the regular agenda for such meeting.

ARTICLE 12. Amendment

These By-Laws may be amended by a majority vote of those Board members present and voting at any meeting of the Board called specifically for that purpose with ten days advance notice. In addition, a petition of 13 members of the Corporation shall be sufficient to call a meeting of the Board for the purpose of amending the By-laws.

ARTICLE 13. Dissolution

12.1 The Corporation shall be dissolved by two-thirds vote of the members of the Board at a meeting for which that action shall have been announced in advance.

12.2 The Board of Directors shall continue in existence as the Corporation until the Corporation is legally dissolved, and shall be responsible for carrying out the dissolution if voted.

12.3 Upon the dissolution of the Corporation and after paying or making provisions for the payment of all liabilities of the Corporation all assets of the Corporation shall revert to the Town of Amherst.