By-Laws changes for 1-23-2017 Second Final reading-5
BYLAWS
COMMUNITY ACCESS TELEVISION OF SALINA, INC.
th
215 N. 9 Street
Salina, KS 67401
(785) 823-2500
www.salinatv.org
Adopted July 9, 1991
Last Revision Date: January 23, 2017
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TABLE OF CONTENTS
ARTICLE I. NAME……………………………………………………………. 4
Section 1.01—Name………………………………………………………………… 4
ARTICLE II. OFFICES OF THE CORPORATION……………………………. 4
Section 2.01 –Principal Offices…………………………………………………… 4
Section 2.02—Registered Office and Registered Agent………………………… 4
ARTICLE III. PURPOSES……………………………………………………… 4
Section 3.01 –Purposes…………………………………………………………….. 4
ARTICLE IV. MEMBERSHIP…………………………………………………. 5
Section 4.01—Membership Qualifications………………………………………. 5
Section 4.01a – Disqualification and Removal of Membership………………. 5
Section 4.01.b—Appeal and Reinstatement of Membership………………………. 5
Section 4.02—Membership and Voting Rights……………………………………………. 6
Section 4.03—Membership Dues---------------------------------------------------- 6
Section 4.04—Transfer of Membership ………………………………………….. 6
ARTICLE V. MEETING OF MEMBERS……………………………………… 6
Section 5.01—Notice of Meetings………………………………………………… 6
Section 5.02—Place of Meeting…………………………………………………... 6
Section 5.03—Limitation of Matters Addressed in Meetings of Members….. 7
Section 5.04—Annual Meetings of Members…………………………………… 7
Section 5.05—Special Meetings………………………………………………….. 7
Section 5.06—Waiver of Notice of Consent by Attendance…………………… 7
Section 5.07—Presiding Officers………………………………………………… 7
ARTICLE VI. VOTING OF MEMBERS……………………………………… 7
Section 6.01—Quorum…………………………………………………………….. 7
Section 6.02—Loss of Quorum…………………………………………………… 8
Section 6.03—Adjournment and Notice of Adjourned Meetings…………….. 8
Section 6.04—Eligibility to Vote…………………………………………………. 8
Section 6.05—Voting………………………………………………………………. 8
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 9
Section 6.09—Proxy……………………………………………………………….. 9
ARTICLE VII. THE BOARD OF DIRECTORS……………………………… 9
Section 7.01—General Powers of the Board of Directors …………………….. 9
Section 7.02—Qualifications………………………………………………………. 9
Section 7.03—Composition of the Board……………………………………….. 10
Section 7.04—Responsibilities of Board Members……………………………. 10
Section 7.05--Terms of Board Members……………………………………….. . 11
Section 7.06—Resignation………………………………………………………… 11
Section 7.07—Events Causing Vacancies………………………………………. 11
Section 7.08—Removal of Board Members…………………………………….. 11
Section 7.09—Filling Vacancies…………………………………………………. 11
Section 7.10—Regular Meetings…………………………………………………. 11
Section 7.11—Organizational Meetings………………………………………… 12
Section 7.12—E-Mail Voting…………………………………………………….. 12
Section 7.13—Special Meetings………………………………………………….. 12
Section 7.14—Quorum…………………………………………………………….. 12
Section 7.15—Majority Vote……………………………………………………… 12
Section 7.16—Compensation……………………………………………………… 12
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ARTICLE VIII. THE ELECTION OF DIRECTORS………………………….. 12
Section 8.01—Nomination of Board Members…………………………………. 12
Section 8.02—Nomination by Petition…………………………………………… 12
Section 8.03—Inspectors of Election…………………………………………….. 13
Section 8.04—Election by Mailed Ballot………………………………………… 13
Section 8.05—Certification of Election …………………………………………. 13
ARTICLE IX. 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………………………………………….. 14
Section 9.05—Removal of Officers……………………………………………… 14
Section 9.06—Vacancies…………………………………………………………. 14
Section 9.07—Terms of Office…………………………………………………… 14
Section 9.08—Chairperson………………………………………………………. 14
Section 9.09—Executive Director………………………………………………. 14
Section 9.10—Vice-Chairperson……………………………………………….. 14
Section 9.11—Secretary………………………………………………………….. 14
Section 9.12—Treasurer…………………………………………………………. 15
ARTICLE X. INDEMNIFICATON AND INSURANCE…………………..... 15
Section 10.01—Indemnification of Officers……………………………………. 15
Section 10.02—Exemption of Property………………………………………... 15
Section 10.03—Insurance……………………………………………………….. 15
ARTICLE XI. C OMMITTEES…………………………………………………. 15
Section 11.01—Standing Committees…………………………………………. 15
Section 11.02—Duties of Executive Committee……………………………… 15
Section 11.03—Duties of Finance Committee……………………………….. 16
Section 11.04—Duties of the Personnel and Governance Committee……… 16
Section 11.05—Minutes of Standing Committees…………………………….. 16
Section 11.06—Other Committees……………………………………………… 16
ARTICLE XII. PERFORMANCE OF ACCESS TV………………………… 16
Section 12.01—Reporting Requirements……………………………………… 16
Section 12.02—Auditing and Inspection Requirements…………………….. 16
ARTICLE XIII. MISCELLANEOUS………………………………………… 17
Section 13.01—Non-Discrimination……………………………………………. 17
Section 13.02—Personal Behavior, Complaint, and Appeals……………….. 17
Section 13.03—Meetings of Access TV……………………………………….. 17
ARTICLE XIV. DISSOLUTION…………………………………………….. 17
Section 14.01—Corporate Dissolution………………………………………… 17
ARTICLE XV. AMENDMENT OF BYLAWS……………………………… 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
END…………………………………………………………………………. 18
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ARTICLE I. NAME
Section 1.01—Name
The name of the organization shall be the Community Access Television of Salina, Inc. hereinafter referred to as
“Access TV”.
ARTICLE II. OFFICES OF THE CORPORATION
Section 2.01 –Principal Offices
The principal office for the transaction of the activities and affairs of Access TV shall be located within the City of
Salina, Kansas.
Section 2.02—Registered Office and Registered Agent
Access TV 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,
hereinafter referred to as “the Board,” 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 Access TV 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 TV 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.
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ARTICLE IV. MEMBERSHIP
Section 4.01—Membership Qualifications
All Saline County residents who complete and return to the corporation a membership information form shall be
eligible for either Individual, Organizational or Student membership. Residents outside of Saline County may
petition the Executive Director for membership. If petition is denied, an application for waiver can be made to the
full board for review.
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 or Executive Director may 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 Access TV related activities.
The Access TV Policy and Procedure document contains a due process policy for appeal of disciplinary action,
suspension, or removal of membership and re-instatement policy for re-consideration of membership after
removal.
Section 4.01b – Appeal and Reinstatement of Membership
This section refers to members after suspension of membership. Access TV appeal and reinstatement policies are
also contained in the Access TV Policy and Procedure Manual.
1. Following a suspension of membership, individuals will be eligible for reinstatement for membership by
submitting a written Request for Reinstatement written notice or e-mail to the board chairperson, or
Executive Director of Access TV.
2. Written appeals must be submitted in a sealed envelope to the Access TV office addressed to the Access
TV Board Chairperson. Appeal requests must contain:
a. Name, address and contact information,
b. Date of the incident that caused suspension
c. A minimum of 200 words explaining why individual should be considered for reinstatement.
3. Upon receiving a Request for Reinstatement’s the Access TV Board Chair, Personnel Committee chair, and
Executive Director will appoint an Appeals Review Committee.
4. The Appeals Review Committee will consist of the Board chair, one Access TV Board member picked at
random, and a volunteer from the community selected by the Board chair.
5. If anyone selected has a conflict of interest, they should recuse themselves from serving.
6. The Appeals Review Committee may, or may not, request a one-on-one interview with the individual
making the appeal, or with other individuals related to the incident.
7. The Appeals Review Committee has the authority to offer mediation through a local mediator as a dispute
resolution process for appeals. This will be considered as part of the formal dispute resolution process if
both parties agree.
8. The Appeals Review Committee will meet and submit a written decision to the applicant and Executive
Director within two weeks (14 days) following notification of Request for Reinstatement.
9. If reinstated, participation in a new orientation class is required.
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Section 4.02 –Membership and Voting Rights
All members as described in Section 4.01-Membership Qualifications shall have the right to vote in Access TV
membership meetings. Voting membership in Access TV is open to individuals who fill out an application and are
qualified under these By-Laws and who demonstrate their interest in the affairs of the Corporation by:
a) Completing and returning to the Corporation an Access TV Membership Application Form; and
b) Paying the prescribed membership dues, by category, as the Board of Directors from time to time
establishes them; and
c) Who have been members of the Corporation for at least thirty (30) days prior to any meeting of
members.
Section 4.03—Membership Dues
The Board of Directors from time to time, may establish a schedule of annual dues for Access TV membership or
may choose to maintain a no-fee membership.
Section 4.04—Transfer of Membership
No membership or right arising from membership shall be transferable.
ARTICLE V. MEETING OF MEMBERS
Section 5.01—Notice of Meetings
A. Notice of meeting shall specify the place, date, and hour of the meeting.
B. Notice for the annual meeting
a. Notice for the annual meeting must be given at least thirty (30) days prior to the meeting, be
announced on the Access TV public/community access channel, and published in a newspaper of
general circulation.
b. All matters to be brought to the membership for action or discussion at the annual meeting shall
be included on the notice of the annual meeting.
C. Notice for a special meeting of members
a. Notice of a special meeting shall be given at (7) seven calendar days or more prior to but not
more than ninety (30) days before the meeting date.
b. Notice of a special meeting shall be given in writing, delivered in person, by first-class mail, or by
electronic communications, and shall be addressed to each member entitled to vote at the
address or e-mail address given by the member to Access TV for the purpose of notice. If no
address appears in Access TV books and no address has been given, notice shall be deemed to
have been given if the notice is published one time in a newspaper of general circulation in the
city of Salina or continuously on the Access TV public/community access channel from the time
of notice until the date and time of the meeting.
c. Notice of a special meeting should specify the nature of the business to be transacted at the
special meeting, including requested action items.
D. 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 Access TV and shall be filed and
maintained in Access TV’s minute book.
Section 5.02 - Place of Meeting
Meeting of the members shall be held at any place within Saline County designated by the Board. In the absence
of any such designation, meeting shall be held at the principal office of Access TV.
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Section 5.03 Limitation of Matters Addressed in Meetings of the Members
A. Members may vote on any one or group of the following actions:
a. Remove a director on the Board without cause
b. Fill a vacancy of director on the Board
c. Amend the Articles of Incorporation or
d. Elect to dissolve Access TV
only if said action or actions is listed as an action item or items on the published agenda for that meeting
or, if not on the published agenda, the members present 1) have a quorum and 2) vote unanimously to
approve the action.
B. For a Special Meeting not addressing the actions listed in Section 5.03(A), actions are limited to business
listed in the notice for said special meeting.
Section 5.04—Annual Meeting of Members
Access TV shall hold an annual meeting, at a date, time, and place to be determined by resolution of the Board. At
the annual meeting of Access TV:
A. The results of the election of Directors shall be announced and certified, and the new Directors shall take
their seats upon the Board.
B. Any matter may be brought to the members for action or discussion in the annual meeting of the
members if said matters:
a. were included in notification as described Section 5.01 Notice of Meetings and
b. meet the requirements of Access TV as set forth in these bylaws.
Section 5.05—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 Access TV by five percent
(5%) or more of the membership of the Access TV. Said membership request should specify the
nature of the business to be transacted at the special meeting, including requested action items.
b) Special meetings shall be held at least no sooner than thirty (30) days and no more later than
ninety (90) days after being called.
Section 5.06—Waiver of Notice of Consent by Attendance
a) The attendance of a member at a meeting shall constitute a waiver of notice of the meeting for
that member, unless said member objects at the beginning of the meeting to the transaction of any
business because the meeting was not legally called or convened.
b) Attendance at any meeting of the membership does not waive the right of a member to object to
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 before said matter are taken up.
Section 5.07—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 Access TV. However, if any special or annual meeting is actually
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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 5.01 and 5.04 of these Bylaws.
Section 6.02—Loss of Quorum
A. Subject to Section 6.01 above of these Bylaws, members present at a duly called meeting at which a
quorum is present at the beginning of the meeting may continue to transact business subject to Section
6.02(B) until adjournment regardless of individual members withdrawn from said meeting after the
meeting has been opened and whose withdrawal results in less than a quorum remaining.
B. If the withdrawal of members results in loss of a quorum no action, other than adjournment may be taken
by the remaining members present unless said action:
a. is approved by at least a majority of the members required to constitute a quorum and
b. 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, Access TV 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 members in good standing as defined in Section 4.02 Membership and Voting Rights and as of
the record date and under Section 6.08 Record Date for Notice, Voting, Written Ballots and Other Actions, of the
Bylaws.
Section 6.05—Voting
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. Access TV shall distribute one (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 5.01 of the Bylaws. All solicitation of votes by written ballot shall: (a) indicate the
number of responses needed to meet the quorum requirements, (b) with respect to ballots other
than for election of Directors, state 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
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time within which to return the ballot to Access TV. 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 Access TV 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 thirty (30) or less than five (5) days before
the date of the meeting.
(b) For voting by written ballot, the record date shall not be more than thirty (30) 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 c lose 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 e ntitled (1) to receive
notice of a meeting of members shall be the next business d ay 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 e ntitled 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 during a members’ meeting (Annual meeting or Special member
meetings).
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, Access TV 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 Access TV.
(b) The Board of Directors shall not include as voting members any elected official of
the City of Salina;
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Section 7.03—Composition of the Board
(a) The Board may consist of persons who as closely as possible represent the racial, e thnic, 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 Access TV 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 7.11 of these Bylaws.
Section 7.04—Responsibilities of Board Members
The purpose of the Board is to advise, govern, oversee policy and direction, and assist with the leadership and
general promotion of Access TV so as to support the organization’s mission and needs.
KEY RESPONSIBILITIES
Organizational leadership and advisement.
Formulation and oversight of policies and procedures.
Financial management, including adoption and oversight of annual budget.
Oversight of program planning and evaluation.
Personnel evaluation and staff development.
Review of organizational and program reports.
Promotion of the organization.
Fundraising and outreach.
OBLIGATIONS
Regularly attend board and important related meetings. Three excused or unexcused absences from
regular monthly meetings will terminate membership.
Stays informed about committee matters, prepares themselves well for meetings and reviews board
meeting documents prior to meetings.
Participate actively on the board and on a minimum of one standing committee.
Volunteers for and willingly accepts assignments and completes them thoroughly and on time.
Campaign and help raise additional funds through personal efforts, sponsorship activities, or grant
writing in a manner commensurate with one’s ability.
Participate in training and development activities when possible.
Become familiar with Access TV’s finances, budget and financial resources and needs.
Be alert to community concerns that can be addressed by the Access TV mission and programs.
Helps communicate and promote Access TV’s mission and programs to the community.
Is an active participant in the committee’s annual evaluations and planning efforts.
Become familiar with Access TV’s facility, equipment, and programs.
Signs a Conflict of Interest and Code of Conduct Statement and notifies the Board if a potential
conflict ever exists..
Gets to know staff and other committee members and builds a working relationship that contributes
to consensus.
DUTIES
A Duty of Loyalty to avoid conflict of interest within the Board including any appearance of conflict.;
A Duty of Care which includes careful oversight of matters of financial interest including raising questions
whenever something seems unclear;
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A Duty of Obedience which makes sure the organization functions within the law and its own policies and
by-laws;
A Duty of Transparency which ensures that the organization is transparent in its operations including
appropriate information which is required to be made public.
Section 7.05—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.
(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 7.06—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 Access TV 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 7.07—Events Causing Vacancies
(a) A vacancy or vacancies on the Board shall exist on the occurrence of the f ollowing: (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 Access TV shall notify the affected Director of any action taken u nder this Section and
Section 7.06 and 7.08 by certified mail (return receipt) within seven (7) days.
Section 7.08—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 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 7.09—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 7.10—Regular Meetings
The Board of Directors shall schedule regular meetings for the transaction of Access TV 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
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be made available to members and the public and minutes of the previous meetings shall be prominently posted in
the office of Access TV and posted on the Access TV web site.
Section 7.11—Organizational Meetings
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 7.12—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—E-Mail Voting
E-Mail voting is not allowed for official Access TV business; however straw polls are allowed and committee
meetings can be conducted using this method.
Section 7.13—Quorum
A quorum shall be a majority of the current members of the Board of Directors.
Section 7.14—Majority Vote
No action of the Board shall be valid unless approved by a majority of those Board Members attending the
meeting. Proxy voting is allowed for Board members during regular monthly meetings or special Board meetings
for Board members with excused absences. (Note: See 6.09. Proxy voting is not allowed for Annual member
meetings or Special meetings for members.)
Section 7.15—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 Nominating Committee created by the Board of Directors shall propose a candidate for each opening on the
Board. A biography or each candidate will also be accepted and is encouraged for those nominated. The
Nominating 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
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 Access TV 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.
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(b) Any petition for nomination must be signed no more than two (2) 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 Access TV, petitions for nomination must contain a total of at
least five (5) signatures of individual Access TV members.
(d) An Access TV Membership and/or Access TV Producer list will be made available upon request.
(e) Current board members are exempt from the nomination by petition procedure.
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 Access TV 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 Access TV 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.
ARTICLE IX. OFFICERS
Section 9.01 Qualifications of Elected and Appointed Officers
All elected and appointed officers of Access TV shall be individual members of Access TV in good standing and shall
be 18 years of age or older.
Section 9.02—Designation of Officers
The officers of Access TV 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 Access TV shall be chosen by majority vote of the Board and shall serve at the pleasure of the Board.
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Section 9.04—Resignation of Officers
Any officer may resign at any time by giving written notice to any member of the Executive Committee of Access
TV. 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 Access TV 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 Access TV 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 Access TV.
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 Access TV 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
Access TV prescribed by these Bylaws.
Section 9.09—Executive Director
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 Access TV and shall supervise,
direct, and control Access TV’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 Access TV 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.
a) The Secretary shall keep, or cause to be kept, at Access TV principal office or at a place determined by
resolution of the Board, a record of the members of Access TV, showing each member’s name, address,
class, and status of membership.
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b) 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.
c) The secretary shall be responsible for the task of posting monthly minutes, meeting notices, by-laws, and
other information on the Access TV web site.
Section 9.12—Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and
accounts of Access TV 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 10.01—Indemnification of Officers
Any member of the Board of Directors and any officer of Access TV, as a condition of accepting said office, shall be
indemnified by Access TV 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 Access TV, 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.
Section 10.02—Exemption of Property
The private property of the members and Board of Directors of Access TV 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
Access TV shall 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 agent’s status as such.
ARTICLE XI. COMMITTEES
Section 11.01—Standing Committees
The Board shall appoint three standing committees: an Executive Committee, a Finance Committee, and a
Personnel and Governance 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;
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(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 Access TV 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, \[propose budgets\], approve annual audit
reports, and recommend to the Board the selection of fees to be paid to an independent Certified Public
Accountant for Access TV. It shall be the responsibility of the Finance Committee to report to the Board of
Directors whether the Access TV 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
Access TV 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 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 Personnel and Governance 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 in accordance with Board approved grievance procedures and 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—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 11.06 —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, for example: Marketing and Public Relations Committee, Technology and
Program Committee, Training and Volunteer Committee, and Ad Hoc Committees: Nominating Committee (section
8.01) and Appeals Review Committee (Section 4.01b). Minutes and actions of all such Committees shall be
submitted to the Board.
ARTICLE XII. PERFORMANCE OF ACCESS TV
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
Access TV 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.
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ARTICLE XIII. MISCELLANEOUS
Section 13.01—Non-Discrimination
Access TV shall ensure that no individual is discriminated against with regard to membership, services, access to
information or any activity of Access TV because of race, color, national origin, gender, sexual orientation, age,
gender identity or preference, religion, physical disability, political affiliation, genetic information, marital status,
veteran status, or economic status; and shall promote access to the Cable Television System for 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 Access TV.
Section 13.02—Personal Behavior, Complaints and Appeals
Access TV is dedicated to open and honest communication and will provide a professional environment that is
pleasant, healthful, and comfortable with respect and acceptance of diverse ideas. To accommodate this
philosophy, Access TV shall have a complaint process to ensure that employees, volunteers, members and the
general public have an opportunity to express concerns about public programs, misapplication of policy and
procedures, or for personal reasons free from hostile or unwelcome sexual activities. Access TV shall maintain in its
Policy and Procedures Manual a complaint, grievance, anti-harassment, controversial programming, and appeal
policies. (See pages 6-9 and 26 and 27 in Policy and Procedure Manual.)
Section 13.02—Meeting of Access TV
All meeting of Access TV 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 meetings of Access TV 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 Access TV 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 Access TV, 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.
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(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 Access TV.
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 member’s 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 Access TV 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.
End
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List of By-Laws Changes
1. Section 4.01 to 4.03 --Membership qualifications individual, Organizational, Student.
2. Section 5.01 to 5.06 --Combined some sections related to meeting notices.
3. Section 7.11 – Allows e-mail straw voting and e-mail voting for committee meetings.
4. Section 7.13-- Allows proxy voting for excused board members. Not annual meeting
though.
5. Section 8.02—Allows for publication of Producer list.
6. Section 9.11—Secretary responsible for posting information to Forum on web.
7. Section 13.01—Added language to become more inclusive.
8. Corrected grammar and punctuation.
9. Other minor changes of less significance were included: Access TV used instead of
longer name; reduced number of committees listed in By-Laws, and other items, etc.
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