Audit - 2012 1
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' COMMUNITY ACCESS TELEVISION OF SALINA, INC.
Salina, Kansas
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' FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT •
December 31, 2012
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' CLUBINE AND RETTELE, CHARTERED
CERTIFIED PUBLIC ACCOUNTANTS
tSALINA, KANSAS
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COMMUNITY ACCESS TELEVISION OF SALINA, INC.
' Salina, Kansas -
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' INDEX•
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INDEPENDENT AUDITORS' REPORT 1
I STATEMENT OF ASSETS, LIABILITIES AND NET ASSETS -
MODIFIED CASH BASIS - Exhibit I 2
STATEMENT OF REVENUES, EXPENSES AND OTHER CHANGES
IN NET ASSETS - MODIFIED CASH BASIS - Exhibit II 3
STATEMENT OF CASH FLOWS - MODIFIED CASH BASIS- Exhibit III 4.
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NOTES TO THE FINANCIAL STATEMENTS 5-6
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' INDEPENDENT AUDITORS' REPORT •
CLUBI
' ELE& To: The Board of Directors
CHARTERED D Community Access Television of Salina, Inc.
, ' Certified Public Accountants We have audited the accompanying financial statements - modified cash basis of
Community Access Television of Salina, Inc. (a nonprofit organization), which comprise the
statement of financial position as of December 31, 2012, and the related statements of
activities— modified cash basis, and cash flows- modified cash basis, for the year then
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ended and the related notes to the financial statements.
' +1o,x s'r, Management's Responsibility for the Financial Statements
. Management is responsible for the preparation and fair presentation of these financial I
statements in accordance with the modified cash basis of accounting which is an other .
I Robert I. clubine, C.P.A.
David A. Retteie,C.P.A. comprehensive basis of accounting other than accounting principles generally accepted in
the United States of America; this includes the design, implementation, and maintenance I,
Jay D. Langley,C.P.A. of internal control relevant to the preparation and fair presentation of financial statements
Jon K. Bell, C.P.A. that are free from material misstatement, whether due to fraud or error.
' I Leslie M.Corbett, C.P.A. I,
Stacy J.Osner, C.P.A.
Auditors' Responsibility
I Mard K. Fox,C.P.A. Our responsibility is to express an opinion on these financial statements based on our
Linda A. Sueiter,C.P.A. audit. We conducted our audit in accordance with auditing standards generally accepted in
Jonnna R.vosseller,C.P.A. the United States of America. Those standards require that we plan and perform the audit
. to obtain reasonable assurance about whether the financial statements are free of material
Imisstatement. II
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors' I,
I . judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation and fair presentation of the I'
I financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity's internal control. Accordingly, we express no such opinion. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of
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significant accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
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We believe that the audit evidence we have obtained is sufficient and appropriate to '
. provide a basis for our audit opinion.
Opinion
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I 218 South Santa Fe In our opinion, the financial statements referred to above present fair)
P.C. Box 2267 p y, in all material
Salina, Kansas respects, the financial position of Community Access Television of Salina, Inc. as of
67402-2267 December 31, 2012 and the changes in its net assets and cash flows for the year then
ended, in conformity with the modified cash basis of accounting.
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Salina Other Matter
I 785/825-5479
Salina Fax As described in Note 2, these financial statements were prepared on the modified cash
785/825-2446 basis of accounting. This basis is a comprehensive basis of accounting other than
generally accepted accounting principles. II
Ellsworth i,
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785/472-3915
Ellsworth Fax
785/472-5478 CLUBINE AND RETTELE, CHARTERED
I `:..N`^�`-""'-� aJ—S 'fa— I.
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June 27, 2013
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COMMUNITY ACCESS TELEVISION OF SALINA, INC.
' • Salina, Kansas
Exhibit I
. STATEMENT OF ASSETS, LIABILITIES AND NET ASSETS
' MODIFIED CASH BASIS
December 31, 2012
ASSETS
Current Assets
Cash in bank $ 136,639
' Donated facilities, current portion 84,300
Total Current Assets 220,939
IProperty and Equipment, at cost
Building improvements 186,103
Equipment 371,140
557,243
Deduct-Accumulated depreciation (421,012)
ITotal Property and Equipment 136,231
Other Assets
' Donated facilities, less current portion 81,800
Total $ 438,970 .
ILIABILITIES AND NET ASSETS
I Current Liabilities
Accrued payroll taxes and withholdings $ 1,790
I Net Assets
Unrestricted 1 271,080
' Temporarily restricted 166,100
Total Net Assets 437,180
ITotal $ 438,970
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' See accompanying notes which are an integral part
of the financial statements.
(2)
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COMMUNITY ACCESS TELEVISION OF SALINA, INC.
• , Salina, Kansas
Exhibit II
STATEMENT OF REVENUES, EXPENSES AND OTHER CHANGES
IN NET ASSETS-MODIFIED CASH BASIS
I For the Year Ended December 31, 2012
Changes in Unrestricted Net Assets
Revenue and Reclassifications
Revenue •
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City ordinance $ 236,510
County revenue . 14,700
. Contributions . 1,355
I . Merchandise/Duplication 255
Membership/Sponsorship 680
Interest 830
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Production services, Underwriting 3,484
I Government meeting reimbursement 2,750
Donated facilities 1,900
Loss on disposal of equipment (14,843)
Total Revenue . _- 247,621
I Net Assets Released From Restrictions
Satisfaction of facility usage restriction • 87,700 '
Total Revenue and Reclassifications - 335,321
IProgram Expenses
Accounting 7,840
200
I Legal
Office supplies • 8,341
Postage and mailing
641
Printing 739
I Repairs and maintenance 22,940
Production supplies 10,088
Telephone and cable • 3,170
Dues and publications 1,726
I Miscellaneous 924
•Community relations 6,024
Advertising • 3,869
Contract Labor 4,500
I Wages
Payroll taxes 12,539
Retirement plan 2,884
Health insurance 5,360
I Continuing education 3,118
Underwriting usage 612
Insurance . 19,846
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I Travel and recruitment 2,364
Depreciation 27,427
Donated facilities rent . 89,600
Total Program Expenses 369,468
Total Changes in Unrestricted Net Assets (34,147)
Changes in Temporarily Restricted Net Assets •
Net assets released from restrictions (87,700)
IChange in Net Assets (121,847)
Net Assets at Beginning of Year 559,027
' Net Assets at End of Year $ 437,180
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I See accompanying notes which are an integral part
of the financial statements.
I (3)
COMMUNITY ACCESS TELEVISION OF SALINA, INC.
' Salina: Kansas
Exhibit III
• STATEMENT OF CASH FLOWS
' MODIFIED CASH BASIS
For the Year Ended December 31, 2012
Cash Flows From Operating Activities •
Cash received from cable contracts and others $ 259,734
' Interest received 830
Cash paid to suppliers and others (254;068)
Net Cash Provided by Operating Activities 6,496
' Net Cash Used by Investing Activities •
Purchase of property and equipment (95,896)
Net Decrease in Cash (89,400)
Cash at Beginning of Year • 226,039 .
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I Cash at End of Year • $ 136,639
' RECONCILIATION OF DECREASE IN NET ASSETS TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
Decrease in Net Assets $ (121,847)
' Adjustments to reconcile decrease in net assets
to net cash provided by operating activities
Decrease in accrued payroll taxes and withholdings (1,627)
Donated facilities, net 87,700
Depreciation 27,427
Loss on disposal of equipment 14,843
I . Total Adjustments 128,343
Net Cash Provided by Operating Activities $ 6,496
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' See accompanying notes which are an integral part
of the financial statements.
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COMMUNITY ACCESS TELEVISION OF SALINA, INC. .
' Salina, Kansas•
NOTES TO FINANCIAL STATEMENTS
. • December 31, 2012
I1. Nature of Activities:
I Community Access Television of Salina, Inc. was organized as a Kansas not-for-profit corporation with exempt
status under Internal Revenue Code Section 501(c)(3) on April 15,_1991. The organization operates cable
television channels to distribute noncommercial, educational, community-based media programs and information
to local citizens and provides equipment and technical knowledge for local citizens who produce the programs.
I2. Significant Accounting Policies: .
I A. The accounting records are maintained and the financial statements prepared on the modified cash basis of
accounting. Under the cash basis, receipts are recognized when collected and disbursements are
recognized when paid rather than when.incurred. This method is modified to include a provision for
depreciation of property and equipment and for accrued payroll taxes.
IB. The Organization's expenses are primarily program related with an insignificant amount of expenses related
• to administration and fundraising. Thus, the Statement of Functional Expenses is not presented.
C. For the purposes of the Statement of Cash Flows - Modified Cash Basis, cash equivalents include bank
checking accounts and a money market account.
I D. Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over
estimated lives of 5 to 15 years. Expenditures resulting in an asset having an estimated useful life that
- extends beyond the year of acquisition and a cost greater than $500 are capitalized.
I E. The preparation of financial statements in conformity with the modified cash basis of accounting requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and reported
I amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
F. Non-direct response advertising and marketing costs are charged to expense when incurred.
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3. City of Salina Contract:
A contract with the City of Salina dated April 2,2007, provided for funds to be paid to Community Access
Television of Salina, Inc. in exchange for providing the services in Note 1. The agreement term commenced April
4, 2007 and terminated December 31, 2011. A new contract was signed November 28, 2011, with a term
I commencing January 1, 2012, and ending December 31, 2014. The contract may be renewed by mutual
agreement for additional three year periods. The terms of the new contract are similar to those of the old contract.
I Under the terms of the agreement, the City of Salina furnishes a building and utilities for the operations of
Community Access Television of Salina, Inc. The estimated fair rental value for the life of the new contract was
estimated to be $253,800, and was recognized as restricted revenue in 2011. For 2012, the revenue released
from restrictions of$87,700 is shown as a reclassification and the expense of$89,600 is shown under the caption
I "Donated Facilities" on the Statement of Revenues, Expenses and Other Changes in Net Assets- Modified Cash
Basis, in accordance with FASB ASC 958-605, Revenue Recognition. The $1,900 difference represents the
discounted portion of donated facilities not recognized in 2011. .
II The City of Salina maintains a security interest in all assets and upon termination of the agreement, all real estate,
equipment, deposit accounts or other assets become the property of the City of Salina.
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4. City of Salina Revenue: '
' Revenues from the city ordinance represent a percentage of fees paid to the City of Salina by the cable
franchisee. These are remitted quarterly to Community Access Television of Salina, Inc. The fourth quarter
payment for 2012 of$56,819 was not payable until after year-end.
IFrom time to time, additional funds may be provided by the City of Salina for equipment purchases at the request
of Community Access Television of Salina, Inc. This revenue is recorded under the caption "City equipment
I reserve"when received. In 2012, no such funds were received. —
All.of the revenues from the City of Salina are subject to the perpetuity of the contract mentioned in Note 2.
' 5. Compensated Absences:
Certain employees of the organization are entitled to paid vacation and sick days depending'on various factors
which can be carried over to following years up to certain limits. The liability for these compensated absences at
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December 31, 2012, is estimated to be $5,631. This estimated liability has not been reflected in these financial
statements. .
I6. Retirement Plan: .
The organization sponsors a Simple IRA Plan for eligible employees which began January 1, 1999. Contributions
to the pension plan were$2,884 for the year ended December 31, 2012.
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7. Income Taxes - Uncertain Tax Positions:
The Organization is exempt from federal income taxes except on net income derived from unrelated business
activities. The Organization believes that it has no reportable unrelated business activities, and as such, does not
have any uncertain tax positions that are material to the financial statements.
The Organization's federal Exempt Organization Business Income Tax Returns (Form 990) for 2010, 2011 and
' 2012 are subject to examination by the IRS, generally for three years after they were filed.
' 8. Subsequent Events:
Community Access Television of Salina, Inc.'s management has evaluated events and transactions occurring after
December 31, 2012 through June 27, 2013. The aforementioned date represents the date the financial
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statements were available to be issued. .
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BYLAWS
COMMUNITY ACCESS TELEVISION OF SALINA, INC.
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215 N. 9 Street
Salina, KS 67401
(785) 823-2500
www.salinatv.org
Adopted July 9, 1991
Last Revision Date: April 14, 2011
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TABLE OF CONTENTS
ARTICLEI.NAME ........................................................................................................................................... 3
Section 1.01—Name ...................................................................................................................................... 3
ARTICLEII.OFFICESOFTHECORPORATION ............................................................................................ 4
Section 2.01 –Principal Offices ...................................................................................................................... 4
Section 2.02—Registered Office and Registered Agent ................................................................................... 4
ARTICLEIII.PURPOSES ................................................................................................................................. 4
Section 3.01 –Purposes.................................................................................................................................. 4
ARTICLEIV.MEMBERSHIP ........................................................................................................................... 4
Section 4.01—Membership Qualifications...................................................................................................... 4
Section 4.01a – Disqualification and Removal of Membership........................................................................ 5
Section 4.02 – Qualification for “Access” Voting Membership
......................................................................... 5
Section 4.04—Membership Dues ................................................................................................................... 5
Section 4.05—Transfer of Membership .......................................................................................................... 5
ARTICLEV.MEETINGOFMEMBERS ........................................................................................................... 5
Section 5.01—Place of Meeting ..................................................................................................................... 5
Section 5.02—Annual Meeting of Members .................................................................................................... 5
Section 5.03—Special Meetings ..................................................................................................................... 6
Section 5.04—Notice Requirement for Members’ Meetings ............................................................................ 6
Section 5.05—Notice Requirement for Members’ Meetings ............................................................................ 6
Section 5.06—Manner of Giving Notice ......................................................................................................... 6
Section 5.07—Waiver of Notice of Consent by Attendance .............................................................................. 7
Section 5.08—Presiding Officers ................................................................................................................... 7
ARTICLEVI.VOTINGOFMEMBERS ............................................................................................................ 7
Section 6.01—Quorum .................................................................................................................................. 7
Section 6.02—Loss of Quorum ....................................................................................................................... 7
Section 6.03—Adjournment and Notice of Adjourned Meetings ...................................................................... 7
Section 6.04—Eligibility to Vote .................................................................................................................... 7
Section 6.05—Voting ..................................................................................................................................... 7
Section 6.06—Approval by Majority Vote ...................................................................................................... 8
Section 6.07—Action by Written Ballot Without a Meeting ............................................................................. 8
Section 6.08—Record Date for Notice, Voting, Written Ballots and Other Actions .......................................... 8
Section 6.09—Proxy ...................................................................................................................................... 9
ARTICLEVII.THEBOARDOFDIRECTORS ................................................................................................. 9
Section 7.01—General Powers of the Board of Directors ............................................................................... 9
Section 7.02—Qualifications ......................................................................................................................... 9
Section 7.03—Composition of the Board ........................................................................................................ 9
Section 7.04—Terms of Board Members ........................................................................................................ 9
Section 7.05—Resignation ........................................................................................................................... 10
Section 7.06—Events Causing Vacancies ..................................................................................................... 10
Section 7.07—Removal of Board Members .................................................................................................. 10
Section 7.08—Filling Vacancies .................................................................................................................. 10
Section 7.09—Regular Meetings .................................................................................................................. 10
Section 7.10—Organizational Meetings ....................................................................................................... 10
Section 7.10—Special Meetings ................................................................................................................... 11
Section 7.11—Special Meetings ................................................................................................................... 11
Section 7.12—Quorum ................................................................................................................................ 11
Section 7.13—Majority Vote ........................................................................................................................ 11
Section 7.14—Compensation ....................................................................................................................... 11
ARTICLEVIII.THEELECTIONOFDIRECTORS ......................................................................................... 11
Section 8.01—Nomination of Board Members .............................................................................................. 11
Section 8.02—Nomination by Petition .......................................................................................................... 11
Section 8.03—Inspectors of Election ............................................................................................................ 12
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Section 8.04—Election by Mailed Ballot ...................................................................................................... 12
Section 8.05—Certification of Election ........................................................................................................ 12
ARTICLEIX.OFFICERS ................................................................................................................................ 13
Section 9.01 Qualifications of Elected and Appointed Officers ..................................................................... 13
Section 9.02—Designation of Officers.......................................................................................................... 13
Section 9.03—Election of Officers ............................................................................................................... 13
Section 9.04—Resignation of Officers .......................................................................................................... 13
Section 9.05—Removal of Officers ............................................................................................................... 13
Section 9.06—Vacancies.............................................................................................................................. 13
Section 9.07—Terms of Office...................................................................................................................... 13
Section 9.08—Chairperson .......................................................................................................................... 13
Section 9.09—Executive Director ................................................................................................................ 13
Section 9.10—Vice-Chairperson .................................................................................................................. 14
Section 9.11—Secretary............................................................................................................................... 14
Section 9.12—Treasurer .............................................................................................................................. 14
ARTICLEX.INDEMNIFICATONANDINSURANCE .................................................................................. 14
Section 1001—Indemnification of Officers ................................................................................................... 14
Section 10.02—Exemption of Property ......................................................................................................... 15
Section 10.03—Insurance ............................................................................................................................ 15
Section 11.01—Standing Committees ........................................................................................................... 15
Section 11.02—Duties of Executive Committee ............................................................................................ 15
Section 11.03—Duties of Finance Committee ............................................................................................... 15
Section 11.04—Duties of the Nominating Committee .................................................................................... 16
Section 11.05—Duties of the Personnel Committee ...................................................................................... 16
Section 11.06—Minutes of Standing Committees .......................................................................................... 16
Section 11.07—Other Committees................................................................................................................ 16
ARTICLEXII.PERFORMANCEOFCATS .................................................................................................... 16
Section 12.01—Reporting Requirements ...................................................................................................... 16
Section 12.02—Auditing and Inspection Requirements ................................................................................. 16
ARTICLEXIII.MISCELLANEOUS ............................................................................................................... 16
Section 13.01—Non-Discrimination ............................................................................................................. 16
Section 13.02—Meeting of CATS ................................................................................................................. 17
ARTICLEXIV.DISSOLUTION...................................................................................................................... 17
Section 14.01—Corporate Dissolution ......................................................................................................... 17
ARTICLEXV.AMENDMENTOFBYLAWS ................................................................................................. 17
Section 15.01—Membership Rights Limitation ............................................................................................. 17
Section 15.02—Members Approval Required ............................................................................................... 17
Section 15.03—Amendments by Members .................................................................................................... 18
Section 15.04—Manner of Giving Notice ..................................................................................................... 18
ARTICLE I. NAME
Section 1.01—Name
The name of the organization shall be the Community Access Television of Salina, hereinafter referred to as
“CATS”.
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ARTICLE II. OFFICES OF THE CORPORATION
Section 2.01 –Principal Offices
The principal office for the transaction of the activities and affairs of CATS shall be located within the City of Salina,
Kansas.
Section 2.02—Registered Office and Registered Agent
CATS shall have and continuously maintain in the State of Kansas a registered office, and a registered agent whose
office is identical with such registered office, as required by Kansas nonprofit corporation law. The registered
office may be, but need not be, the same as its principal office in the State of Kansas. The registered office or the
registered agent at such office, or both, may be changed from time to time by the Board of Directors by
compliance with applicable provisions of Kansas nonprofit corporation law.
ARTICLE III. PURPOSES
Section 3.01 –Purposes
This corporation is formed for scientific, educational, and charitable purposes with the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal
Revenue law). Its specific purposes are:
(a)To support, manage, produce, and distribute non-commercial, community-
based media programs.
(b)To provide individuals, organizations, and institutions on a non-
Discriminatory basis the necessary resources to produce programming for the non-commercial access
channel(s) including training, equipment, facilities, and channel time.
(c)To encourage the use of access channels among a wide range of individuals, businesses and
organizations.
(d)To assure that no censorship over program content of the CATS public access
Channels exists, except as necessary to comply with the Cable Communication
Policy of 1984 (or the corresponding provision of any future federal cable television or tele-
communications law), and the Federal Communications prohibition of material that is obscene,
contains commercial advertising or conducts a lottery.
(e)To serve access viewers with programming reflective the activities, concerns,
and interests of the residents of Saline County in a manner that promotes a free exchange of ideas
and information.
(f)To solicit funds and resources for and serve as a vehicle for the funding of
Access activities in Saline County.
(g)To determine and conduct or support, in any manner, any and all other lawful
things in furtherance of the foregoing charitable and educational purposes, either manifest or latent.
ARTICLE IV. MEMBERSHIP
Section 4.01—Membership Qualifications
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All Saline County Residents, sponsors, and educational, governmental, health care, arts, religious, business and
neighborhood organizations or other entities which are based in or serve Saline County, which support the
Corporation by contribution of money, service or equipment shall be eligible for Affiliate, Collegiate, Access, or
Organizational membership.
Section 4.01a – Disqualification and Removal of Membership
Any member serving a 30-90 day suspension shall not be eligible for the benefits of membership.
The Board of Directors may permanently suspend any member’s membership for cause upon the 2/3rds vote of
the Board. Cause shall include, but not be limited to, consistent inability to work with others, abuse of one's
position, gross misrepresentation, harassment of others, or illegal CATS related activities.
Section 4.02 – Qualification for “Access” Voting Membership
Voting membership in CATS is open to individuals either residing in Saline County or who work or have a place of
business in Saline County that has become an Organizational Member and who demonstrate their interest in the
affairs of the Corporation by:
Completing and returning to the Corporation an Access Membership Application Form; and
Paying the prescribed membership dues, by category, as the Board of Directors from time to time
establishes them; and
Who have been Members of the Corporation for at least thirty (30) days prior to any meeting of
members.
Section 4.04—Membership Dues
The Board of Directors may, from time to time, adopt a schedule of annual dues for any level of membership.
Section 4.05—Transfer of Membership
No membership or right arising from membership shall be transferable.
ARTICLE V. MEETING OF MEMBERS
Section 5.01—Place of Meeting
Meeting of the members shall be held at any place within the City of Salina designated by the Board. In the
absence of any such designation, meeting shall be held at CATS’s principal office.
Section 5.02—Annual Meeting of Members
CATS shall hold an Annual Meeting during the month of February of each year, at a time and place to be
determined by resolution of the Board. Notice of the Annual Meeting shall be given in accordance with Section
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5.04 of these Bylaws, except that notice must be given at least thirty (30) days prior to the meeting and be
announced on at least the public/community access channel, and published in a newspaper of general circulation.
Section 5.03—Special Meetings
(a)A special meeting of the members may be called at any time by the Chairperson of the Board, the Board
of Directors, or by a written request submitted to the Secretary of CATS by five percent (5%) or more of
the members of the CATS. Said request should specify the nature of the business to be transacted at the
special meeting.
(b) Special meeting shall be held at least thirty (30) days and no more than ninety (90) days after being
called.
Section 5.04—Notice Requirement for Members’ Meetings
Whenever members are required or permitted to take any action at a meeting, written notice of the meeting shall
be given, in accordance with Section 5.05 and 5.06 of these Bylaws to each member entitled to vote at the
meeting. That notice shall specify the place, date, and hour of the meeting and:
(a)For a Special Meeting the general nature of the business to be transacted and
no other business may be transacted.
(b)For the Annual Meeting those matters that the Board at the time notice is
Given intended to present for action by the members, but except as provided by Section 5.05 of
these Bylaws any proper matter may be presented at the meeting. The notice of any meeting at
which Directors are to be elected shall include the names of all persons who are nominees when
notice is given.
Section 5.05—Notice Requirement for Members’ Meetings
Approval by the members of any of the following proposals other than by unanimous approval by those entitled to
vote is valid only if the notice or written waiver or notice states that such actions are to be considered:
(a)Removing a Director without cause.
(b)Filling vacancies on the Board.
(c)Amending the Articles of Incorporation.
(d)Electing to wind-up and dissolve CATS.
Section 5.06—Manner of Giving Notice
(a)Notice of any meeting of members shall be in writing and shall be given at
(10), but not more than ninety (90) days before the meeting date. The notice shall be given either
personally or by first-class mail or by written or electronic text communications, the charges prepaid,
and shall be addressed to each member entitled to vote at the address or e-mail address given by the
member to CATS for purposed of notice. If no address appears in CATS books and no address has
been given, notice shall be deemed to have been given if the notice is published at least once in a
newspaper of general circulation in the City.
(b) An affidavit of the mailing of any notice of any members’ meeting, or of the
giving of such notice by other means, shall be executed by the Secretary or
any transfer agent of CATS and shall be filed and maintained in CATS’s minute book.
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Section 5.07—Waiver of Notice of Consent by Attendance
The members’ attendance at a meeting shall constitute a waiver of notice of the meeting, unless the member
objects at the beginning of the meeting to the transaction of any business because the meeting was not legally
called or convened. However, attendance at the meeting is not a waiver of any right to object to the consideration
of matters required to be included in the notice of the meeting but not so included, if that objection is expressly
made at the meeting.
Section 5.08—Presiding Officers
The Chairperson of the Board of Directors shall preside at all regular or special meeting of the members, and in
that person’s absence the Vice Chairperson shall serve in this capacity. The Secretary of the Board shall keep or
cause to be kept minutes of all meetings.
ARTICLE VI. VOTING OF MEMBERS
Section 6.01—Quorum
A quorum for the transaction of business at any meeting of the membership, or any action by written ballot, shall
consist of ten percent (10%) of the membership of CATS. However, if any special or annual meeting is actually
attended, by less than one-third (1/3) or the voting power, the only matters that may be voted on are those of
which notice of their general nature was given under Section 5.4 of these Bylaws.
Section 6.02—Loss of Quorum
Subject to Section 6.01 above of these Bylaws, the members present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment even if enough members have withdrawn
to leave less than a quorum, if any action taken, other than adjournment is approved by at least a majority of the
members required to constitute a quorum and was included in the notice of the meeting.
Section 6.03—Adjournment and Notice of Adjourned Meetings
Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of
the majority of the members represented at the meeting. No meeting may be adjourned for more than forty-five
(45) days. When a members’ meeting is adjourned to another time and place, notice need not be given to the
adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which
adjournment is taken. If after adjournment a new record date is fixed for notice of voting, a notice of the
adjourned meeting shall be given to each member who, on the record date of the notice of the meeting, is entitled
to vote at each meeting. At the adjourned meeting, CATS may transact any business that might have been
transacted at the original meeting.
Section 6.04—Eligibility to Vote
Subject to the provisions of Kansas nonprofit corporation law, members entitled to vote at any meeting of
members shall be individual “Access” members in good standing as of the record date under Section 6.08 of the
Bylaws.
Section 6.05—Voting
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Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the
members. Voting may be by voice or ballot, except votes for Directors may only be cast by mailed ballot.
Section 6.06—Approval by Majority Vote
If a quorum is present, the affirmative vote of the majority of the members represented at the meeting entitled to
vote and voting on many matter shall be the act of the members unless the vote of a greater number is required
by the Articles of Incorporation, or these Bylaws.
Section 6.07—Action by Written Ballot Without a Meeting
(a)Any action including election of Directors that may be taken at any meeting of members may be taken
without a meeting by complying with Section (1) and (2) below.
(1)Solicitation of Written Ballots. CATS shall distribute on (1) written ballot to each member
entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required
by Section 5.06 of the Bylaws. All solicitation of votes by written ballot shall: (a) indicate the n
umber of responses needed to meet the quorum requirements, (b) with respect to ballots other
than for election of Directors, stat the percentage of approval necessary to pass the measure or
measures, and (c) specify the time by which the ballots must be received in order to be counted.
Each ballot so distributed shall: (a) set forth the proposed action, (b) provide the members with
an opportunity to specify approval or disapproval of each proposal, and (c) provide a reasonable
time within which to return the ballot to CATS. In any election of Directors, a written ballot that
the member marks “withhold” or otherwise marks in a manner indicated that authority to vote is
withheld shall not be voted either for or against the election of a Director.
(2)Number of Votes and Approvals Required, Approval by written ballot shall be valid only when the
number of votes cast by ballot, including those ballots that are marked “withhold” or otherwise
indicate that authority to vote is withheld, within the time specified equals or exceeds the
quorum required to be present at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required for approval at a meeting at which
the total number of votes cast is the same as the number of votes cast by written ballot without
a meeting.
(b)Written ballots may not be revoked.
(c) All written ballots shall be filed with the Secretary of CATS and maintained in the corporate records for at
least three (3) years.
Section 6.08—Record Date for Notice, Voting, Written Ballots and Other
Actions
(a)For purposes of determining the members entitled to notice of any meeting,
entitled to vote at any meeting, or entitled to exercise any rights with respect to any lawful action, the
Board may in advance fix a record date. The record date so fixed shall not be more than sixty (60) or less
than ten (10) days before the date of the meeting.
(b)For voting by written ballot, the record date shall not be more than sixty (60)
days before the day on which the first written ballot is mailed or solicited.
(c)For purposes of Section (a) and (b) above a person holding a membership at the
Close of business on the record date shall be a member of the record.
(d)If not otherwise fixed by the Board, the record date for determining members
Entitled (1) to receive notice of a meeting of members shall be the next business
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Day preceding the day on which the meeting is held and (2) to vote at the meeting shall be the day on
which the meeting is held.
(e)If not otherwise fixed by the Board, the record date for determining those
Entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.
Section 6.09—Proxy
There shall be no voting or other action by proxy.
ARTICLE VII. THE BOARD OF DIRECTORS
Section 7.01—General Powers of the Board of Directors
Subject to the provisions and limitations of Kansas nonprofit corporation law and any other applicable laws and
subject to any limitations of the Article of Incorporation or the Bylaws regarding action that require approval of the
members, CATS activities and affairs shall be managed and all corporate powers shall be exercised by or under the
direction of the Board.
Section 7.02—Qualifications
(a)All members of the board must be individual members in good standing of CATS.
(b)The Board of Directors shall not include as voting members any elected official of
the City of Salina;
Section 7.03—Composition of the Board
(a)The Board may consist of persons who as closely as possible represent the racial,
Ethnic, geographic, and socioeconomic diversity of the City of Salina. Further,
the Board may also represent the broad base of community interests as reflected in the variety of
nonprofit organizations and institutions serving the City of Salina and may represent access producers
and person with knowledge and expertise which will benefit the corporation.
(b)The Board of CATS shall consist of eleven (11) voting members.
(c)“Elected Directors” shall consist of nine (9) Directors elected by the
membership.
(d)“Appointed Directors” shall consist of two (2) Directors appointed by the
majority of the Board. Appointments shall be made by newly elected
Directors at the Organizational Meeting of the Board required by Section
7.10 of these Bylaws.
Section 7.04—Terms of Board Members
(a) The terms of the Elected Directors shall be staggered such that the terms of three (3)
Directors shall expire each year.
(b) Elected Directors shall serve three (3) year terms. Appointed directors shall serve
One (1) year terms. No Director shall serve more than seven (7) consecutive years. No person, having
served in any Board position for seven (7) consecutive years, shall be elected or appointed to any Board
position until two (2) years shall have elapsed since the end of that person’s last elected or appointed
term.
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(c)Terms of Elected Directors shall end on the date of the Annual meeting nearest the end of his or her term,
but not before a successor is duly elected and qualified.
Section 7.05—Resignation
(a)Any Director may resign effective upon giving written notice to the Chairperson or the Secretary, unless
the notice specifies a later time for the resignation to become effective. Except on notice to the
Attorney General, no director may resign when CATS would then be left without a duly elected Director
in charge of its affairs.
(b)Failure of a Director to attend three (3) consecutive Board meeting, whether the absence is excused or
unexcused shall be deemed a voluntary resignation from office, effective seven (7) days following the
third meeting. Exception may be granted by resolution of the Board.
Section 7.06—Events Causing Vacancies
(a)A vacancy or vacancies on the Board shall exist on the occurrence of the
Following: (1) the death or resignation of any Director; (2) the vote of the members or, if the Corporation
has fewer than 50 members, the vote of the majority of all members, to remove; provided, however, that
the removal of an Appointed Director by the members must be approved by the Board.
(b)The Secretary of CATS shall notify the affected Director of any action taken
Under this Section and Section 7.06 (b) by certified mail (return receipt) within seven (7) days.
Section 7.07—Removal of Board Members
Any board member may be removed from office for gross misconduct or misappropriation of funds. This action
shall require a two-thirds vote of the seated members of the Board. The Board shall make every effort to notify
the affected member in advance of the move to remove. Removal shall be without prejudice to contractual rights
he or she may have with the corporation.
Section 7.08—Filling Vacancies
Except for the vacancy created by the removal of a Director by the members, vacancies on the Board may be filled
by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director.
The members may fill any vacancy or vacancies not filled by the Directors. The Directors so appointed shall serve
the remaining term of the vacant seat.
Section 7.09—Regular Meetings
The Board of Directors shall schedule regular meetings for the transaction of CATS business and shall schedule
these meetings at least quarterly throughout the year. Regular meetings will be held at a time and place
determined by resolution of the board without other notice than such resolution. Schedules of Board meeting will
be made available to members and the public and minutes of the previous meetings shall be prominently posted in
the office of CATS.
Section 7.10—Organizational Meetings
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Immediately after each annual meeting of members, the Board shall hold a regular meeting for purpose of
organization, election of officers, appointment of appointed Directors, and transaction of other business. Notice of
this meeting is not required.
Section 7.10—Special Meetings
Special meeting of the Board may be called at any time by the Chairperson, Vice-chairperson, of any two (2)
Directors of the Board. Written notice of the time and place of special meetings shall be mailed via first-class mail
to each Director at least four (4) calendar days before such a meetings held or two (2) days before the meeting if
notice is given via telephone, electronic text communications, or in person.
Section 7.11—Special Meetings
Special meetings of the Board may be called at any time by the Chairperson, Vice-chairperson, or any two (2)
Directors of the Board. Written notice of the time and place of special meetings shall be mailed via first-class mail
to each Director at least four (4) calendar days before such a meeting is held or two (2) days before the meeting if
notice is given via telephone, electronic text communications, or in person. Special meeting of the board may be
held at a place designated by the Board or at the principal office. Attendance at any meeting by a Director shall
constitute waiver of notice of the meeting except where a Director attends a meeting for the expressed purpose of
objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 7.12—Quorum
A quorum shall be a majority of the current members of the Board of Directors.
Section 7.13—Majority Vote
No action of the Board shall be valid unless approved by a majority of those Board Members attending the
meeting. There shall be no vote by proxy.
Section 7.14—Compensation
Directors shall receive no compensation for services as Directors, but may be reimbursed for any reasonable
expenses, approved by the Board.
ARTICLE VIII. THE ELECTION OF DIRECTORS
Section 8.01—Nomination of Board Members
A Governance Committee created by the Board of Directors shall propose a candidate for each opening on the
Board. The Governance Committee is encouraged to ensure that nominees for the Board represent as closely as
possible the racial, ethnic, geographic, and socioeconomic diversity of the City of Salina.
Section 8.02—Nomination by Petition
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Any individual member in good standing may be nominated by the membership using the following procedure:
(a)The Board shall send notice to all members of CATS notifying them of the procedures and timeframe for
filing a petition for nomination to the Board of Directors. Such notice shall indicate the number of
Directors to be elected in each year.
(b)Any petition for nomination must be signed no more than four (4) months preceding the record date for
the Annual Meeting and must be submitted to the Secretary by the date designated by the Board as the
deadline for receiving nomination petitions.
(c)
Irrespective of the number of members of CATS, petitions for nomination must contain a total of at least
five (5) signatures of individual Access members.
Section 8.03—Inspectors of Election
No later than thirty (30) days prior to the close of nominations, the Board may appoint Inspectors of Election to
monitor the election proceedings. The number of inspectors shall be either one or three. The Inspectors of
Election shall determine the memberships outstanding and voting power of each; receive votes, ballots, or
consents; establish the existence of a quorum; determine when the ballots shall be received; hear and determine
all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes or
consents; determine the result and do such acts as may be proper to conduct the election or votes with fairness to
all members. The Inspectors of Election shall perform their duties impartially, in good faith, to the best of their
ability, and as expeditiously as is practical. It there are three Inspectors of Election, the decision, act or certificate
of a majority is effective in all aspects as the decision, act or certificate of all.
Section 8.04—Election by Mailed Ballot
(a)Subject to Section 8.03 election of all of the elected Directors shall be accomplished by mailed ballot
which shall be mailed to all classes of member of CATS and returned by them in accordance with Section
6.07 of these Bylaws.
(b)Each member shall, in writing, cast votes for not more than the number of
positions that are available. Each vote shall be for a different person.
(c)Violation of any provision of this Section shall invalidate the member’s entire
ballot.
(d)In the event that two (2) or more persons each receive the same number of votes,
The Chairperson shall determine, by lot, which person(s) shall be seated as
Board member.
Section 8.05—Certification of Election
At the annual meeting of CATS required as per Section 5.02, the results of the election of Directors shall be
announced and certified and the new Directors shall take their seats upon the Board.
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ARTICLE IX. OFFICERS
Section 9.01 Qualifications of Elected and Appointed Officers
All elected and appointed officers of CATS shall be individual members of CATS in good standing and shall be 18
years of age or older.
Section 9.02—Designation of Officers
The officers of CATS shall be a Chairperson, a Vice-chairperson, a Secretary, and a Treasurer. The officers shall be
chosen by the board from the members of the Board.
Section 9.03—Election of Officers
The officers of CATS shall be chosen by majority vote of the Board and shall serve at the pleasure of the Board.
Section 9.04—Resignation of Officers
Any officer may resign at any time by giving written notice to CATS. The resignation shall take effect as of the date
the notice is received or at any later time specified in the notice and unless otherwise specified in the notice, the
resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights if any of
CATS under any contract of which the officer is a party.
Section 9.05—Removal of Officers
Any officer may be removed from office by ordinary resolution of the Board when, in their judgment, the best
interests of CATS shall be served thereby. Removal of an officer shall be without any prejudice to any contractual
right which he or she may have with respect to CATS.
Section 9.06—Vacancies
Any vacancy among the officers shall be filled for the unexpired term by ordinary resolution of the Board.
Section 9.07—Terms of Office
The terms of office for the officers of CATS shall commence with the organizational meeting of the Board following
the Annual Meeting of the members and shall conclude at the organizational meeting of the Board following the
next Annual Meeting.
Section 9.08—Chairperson
The Chairperson of the Board shall preside at meetings of the Board and shall exercise and perform such duties
and powers as the Board may assign from time to time. If there is no Executive Director, the Chairperson of the
Board shall also be the Chief Executive Officer and shall have the powers and duties of the Executive Director of
CATS prescribed by these Bylaws.
Section 9.09—Executive Director
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Subject to such supervisory powers as the Board may give to the Chairperson of the Board, if any, and subject to
the control of the Board, The Executive Director shall be the general manager of CATS and shall supervise, direct,
and control CATS’s activities and affairs. The Executive Director shall have such other powers and duties as the
Board or these Bylaws may prescribe.
Section 9.10—Vice-Chairperson
If the Chairperson is absent or disabled, the Vice-chairperson shall perform all duties of
the Chairperson. When so acting, the Vice-Chairperson shall have such powers and perform such other duties as
the Board or their Bylaws may prescribe.
Section 9.11—Secretary
(a)The secretary shall keep or cause to be kept, at CATS principal office or such other place as the board may
direct, a book of minutes of all meetings, proceeding, and actions of the Board, of Committees, and of
members’ meetings. The minutes shall include the time and place that the meeting was held, whether
the meeting as annual, regular, or special, and if special, how authorized, the notice given, the names of
those present at the Board and committee meetings, and the number of members present or
represented at members’ meetings. The Secretary shall keep or cause to be kept, at the principal office, a
copy of the Articles of Incorporation and Bylaws, as amended to date.
(b)The Secretary shall keep, or cause to be kept, at CATS principal office or at a
place determined by resolution of the Board, a record of the members of CATS, showing each member’s
name, address, class, and status of membership.
(c)The secretary shall give, or cause to be given, notice of all meeting of members,
Of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall
keep the corporate seal in safe custody and shall have other powers and perform such other duties as the
Board or these Bylaws may prescribe.
Section 9.12—Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and
accounts of CATS properties and transactions. The Treasurer shall give or cause to be given to the members and
Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the
Board. The books of account shall be open to inspection by any Director at all reasonable times.
ARTICLE X. INDEMNIFICATON AND INSURANCE
Section 1001—Indemnification of Officers
Any member of the Board of Directors and any officer of CATS, as a condition of accepting said office, shall be
indemnified by CATS against expenses actually and necessarily incurred by him or her in connection with the
defense of any action, suit, or proceedings in which he or she is made a party by reason of having been or being a
member of the Board of Directors or an officer of CATS, except for breach of the duty of loyalty to the corporation,
for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or
for a transaction from which the person derives an improper personal benefit. Such right of indemnification is not
to be deemed exclusive of any right to which he or she may be entitled under the laws of the State of Kansas,
these Bylaws, agreements, vote of members or otherwise.
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Section 10.02—Exemption of Property
The private property of the members and Board of Directors of CATS shall not be liable for corporate debts to any
extent whatsoever. This section of these Bylaws shall not be amended except by the unanimous vote of the
members and the Board of Directors.
Section 10.03—Insurance
CATS shall have the right to purchase and maintain insurance on behalf of its officers, Directors, employees, or
agent in such capacity or arising out of the officers, Directors, employees, or agents status as such.
Section 11.01—Standing Committees
The Board shall appoint four standing committees: an Executive Committee, a Finance Committee, a Governance
Committee and a Personnel Committee. Each standing committee shall consist of at least three (3) Board
members and shall be appointed from among the members of the Board. No Board member shall serve on more
than two (2) standing committees except the Chairperson of the Board, who shall be a member of each
committee.
Section 11.02—Duties of Executive Committee
The Executive committee shall have the power to act as the Board of Directors in between Board meetings except
that the Executive Committee shall not regardless of Board resolution:
(a)Take any final action on any matter that, under Kansas nonprofit corporation law, also requires approval
of the members or approval of a majority of all members;
(b)Fill vacancies on the Board or on any committee that has the authority of the Board;
(c)Amend or repeal Bylaws or adopt new Bylaws;
(d)Amend or repeal any resolution of the Board that by its express terms is not
Amendable or repealable;
(e)Create any other committee or the board or appoint the members of committees
Of the Board;
(f)Expend corporate funds to support a nominee for Directors; or
(g)Approve any contract or transaction in which CATS is a party and in which one or more of its Directors has
a material financial interest.
Section 11.03—Duties of Finance Committee
The Finance Committee shall review the Annual Financial Statement, approve annual audit reports, and
recommend to the Board the selection of fees to be paid to an independent Certified Public Accountant for CATS.
It shall be the responsibility of the Finance Committee to report to the Board of Directors whether the CATS is
meeting its projected budget, o the scope and adequacy of the annual audits and related fees, to continually
monitor and report to the Board of Directors on the effectiveness and adequacy of CATS internal accounting
controls, and 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 Public Accountant if one
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accompanies the annual audits, has been properly dealt with. The Finance Committee shall have such other duties
as may be delegated to it by the Board from time to time.
Section 11.04—Duties of the Governance Committee
The Governance Committee shall carry out its duties in accordance with the procedures specified in Section 8.01
and 8.02 of these Bylaws, and shall carry out such other duties as may be required by the Board from time to time.
Section 11.05—Duties of the Personnel Committee
The Personnel Committee shall conduct all activities, and make recommendations to the Board, in relation to
hiring, evaluating, and terminating the Executive Director. The Personnel Committee shall recommend additions,
deletions, and revisions to personnel policies and all job descriptions; recommend adding, eliminating and revising
the number and status of staff positions; and recommend salary/wage ranges for all staff positions. The Personnel
Committee shall also act as a dispute resolution committee in accordance with Board approved grievance
procedures.
Section 11.06—Minutes of Standing Committees
The minutes or a report of each Standing Committee shall be submitted to the Board no later than the Board’s
next regular meeting.
Section 11.07—Other Committees
The Board may establish other committees from time to time and these committees shall have such duties as may
be conferred on them by the Board. Appointees must be members in good standing of CATS. Minutes and actions
of all such Committees shall be submitted to the Board.
ARTICLE XII. PERFORMANCE OF CATS
Section 12.01—Reporting Requirements
An annual report regarding its fiscal and operational activities shall be prepared and distributed.
Section 12.02—Auditing and Inspection Requirements
CATS shall contract for an audit of its records with a Certified Public Accountant on an annual basis and its records
shall be open to the membership for inspection.
ARTICLE XIII. MISCELLANEOUS
Section 13.01—Non-Discrimination
CATS shall ensure that no individual is discriminated against with regard to membership, services, access to in
formation or any activity of CATS because of race, national origin, sex, age, sexual preference, religion, physical
disability, political affiliation, or economic status; and shall promote access to the Cable Television System for
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those who historically have been denied media access. This section does not guarantee a right in any person or
organization to have any program distributed over the channels governed by CATS.
Section 13.02—Meeting of CATS
All meeting of CATS and the Board are open to the public except for those items that are determined by a majority
of the Board to be confidential. All meeting of CATS and the Board shall be held following Robert’s Rules of Order,
providing that the failure to observe Robert’s Rules of Order shall not invalidate any action taken.
ARTICLE XIV. DISSOLUTION
Section 14.01—Corporate Dissolution
Upon the dissolution of this corporation, the governing body shall, after paying or making provision for the
payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the
purpose of the corporation in such manner, or to such organization or organizations organized and operated
exclusively for charitable, educational religious, or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(C) (3) of the Internal Revenue Code of 1986 (or the corresponding
provision of any future United States Internal Revenue law), as the governing board shall determine. Any such
assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the
corporation is then located, exclusively for such purposes or to such organization or organizations, as said court
shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XV. AMENDMENT OF BYLAWS
Section 15.01—Membership Rights Limitation
Subject to the right of the members under Section 15.02, the Bylaws of CATS may be adopted, amended, or
repealed only by two-thirds (2/3) vote of the Board of Directors.
Section 15.02—Members Approval Required
Once members have been admitted to CATS, the Board may not, without the approval of the members, specify or
change any Bylaw provision that would:
(a)Fix or change the authorized number of Directors.
(b)Fix or change the minimum or maximum number of Directors.
(c)Change from a fixed number of Directors to a variable number of Directors or visa versa.
(d)Increase or extend the terms of Directors.
(e)Increase the quorum for members meeting.
(f)Repeal, restrict, create, expand, or otherwise change proxy rights.
(g)Wind-up and dissolve CATS.
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Section 15.03—Amendments by Members
New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of a majority of all
members provided, however, that any amendment that would affect the right of a membership class as to voting
or transfer in a manner different than the action affects another class must be approved by the members of that
adversely affected class. No amendment may extend the term of Director beyond that which the new Director
was elected. Any provision of these Bylaws providing for the designation or the selection (election) of any Director
or Directors may be adopted, amended, or repealed only by approval of the members subject to the consent of the
person or persons entitled to designate or select any such Directors.
Section 15.04—Manner of Giving Notice
The membership of CATS shall be notified of any proposal to amend these Bylaws under this Article. Such notice
shall be given in the same manner as Section 5.06 of these Bylaws.
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