Bylaws of the College Broadcasters, Inc.
Article 1: NAME AND MISSION
1.1. Name. The name of this organization shall be College Broadcasters, Inc. (CBI), hereinafter “Association.”
1.2. Mission. The Association represents students involved in radio, television, webcasting and other related media ventures; ensures a commitment to education and the student pursuit of excellence through active involvement in electronic media; promotes cooperative efforts between the Association and other national, regional, and state media organizations; facilitates the discussion of issues related to student-operated electronic media; and other community oriented programs.
Article 2: MEMBERSHIP
2.1. Classes of Membership. There shall be two (2) classes of membership in the Association: Station and Associate.
2.1.1. Station Membership. Station membership shall consist of a single university or college radio or television station. Multiple electronic media facilities within a single educational entity shall maintain separate Station Memberships.
2.1.2. Associate Membership. Associate membership shall consist of individuals, corporations, or other entities from broadcast stations, networks, syndicators, cable firms, equipment manufacturers, publishers, other electronic media-related businesses, or others with an interest in student-operated electronic media. Associate Members shall have no voting rights in the elections of the Association.
Article 3: DIRECTORS
3.1. Classes of Directors. Directors shall be classified as either Student or Faculty/Staff. Each class of Director shall enjoy the same powers, duties, and voting rights.
3.2. Qualifications of Directors. Directors must be duly appointed proxies of a Station Member; a maximum of one (1) Director may be proxied from any one (1) Station Member. An individual serving as a Student Director must maintain full-time undergraduate or graduate student status at the member institution for the duration of his or her term of office. A Faculty/Staff Director shall include any individual holding a faculty, administrative, or supervisory position associated with a Station Member.
3.3. Number of Directors. The number of Directors constituting the entire elected board shall be one (1) Student Director and six (6) Faculty/Staff Directors.
3.4. Commencement of Office. Each newly elected Director shall take office on December 1st following his or her election.
3.4.1. Term of the Student Director. Each newly elected Student Director shall hold that office for a term of one (1) year, or until his or her earlier death, resignation, or removal. Student Directors may not be re-elected to serve more than a total of two (2) years.
3.4.2. Term of the Faculty/Staff Directors. Each newly elected Faculty/Staff Director shall hold that office for a term of three (3) years, or until his or her earlier death, resignation, or removal. Two (2) Faculty/Staff Directors will be elected each year. The election pairings will be a) President and Treasurer, b) Secretary and Development, c) IT Content and Vice-President. A Faculty/Staff Director may be elected for a maximum of two (2) consecutive three-year terms; at least one (1) year’s absence from the board shall occur before a faculty/staff member is eligible for election to an additional term. Interim appointments do not count toward a “term”. (Amended 01/10)
3.4.3. Resignation or Removal of Directors. Any Director may resign at any time by written notice to the Directors. Any Director may be removed for cause by a majority vote of the members of the Directors in attendance at any duly called meeting where the attendance constitutes quorum.
3.4.4. Vacancies occurring within the Board of Directors. Vacancies occurring within the Directors for any reason may be filled by vote of the majority of the remaining Directors of the Association, to be selected from nominations presented by the members of the Directors. The appointee shall serve until the next regular election of members of the Directors, at which time an election will be held for any remaining unexpired portion of the term. Any service in an unexpired term of a former Director shall not be factored into the limitation of terms of office imposed elsewhere in the Bylaws.
3.5.1. Duties of the President
A. Prepares the agenda for meetings of the Directors.
B. Presides over meetings of the Directors.
C. Appoints committees from the at-large membership of the Association.
D. Serves as an ex-officio member of all committees.
E. Provides an annual written review of the performance of the Association’s central office staff.
F. Attend the Annual Fall National convention and Annual Spring convention and help with the needed planning, staffing and other convention needs.
G. Acts as a liaison to other organizations.
3.5.2. Duties of the Vice-President.
A. Assumes the duties of the President in his or her absence at meetings of the Directors.
B. Presides over any meetings of the Members.
C. Works with the Executive Director in the planning process for the Annual Fall Convention
D. Prepare/approve and distribute press releases for the Annual Conventions and other activities of the Association as directed by the President.
E. Acts as a liaison to other organizations.
F. Attend the Fall National convention and help with the needed planning, staffing and other convention needs.
3.5.3. Duties of the Secretary.
A. Records and distributes, within ten (10) days, the minutes of all Directors’ meetings.
B. Coordinates newsletters- includes soliciting and writing content and working with appropriate volunteers and vendors with respect to layout, design, printing and distribution.
1. Two print newsletters per year to be sent to all identified current and potential members with a fall edition to be mailed by September 15 and the spring edition to be mailed 60 days prior to the deadline for the CBI awards program.
2. At least two electronic editions in addition to the print editions. These should be distributed via email and various on-line presence venues.
C. Attend the Fall National Convention and help with the needed planning, staffing and other convention needs.
3.5.4. Duties of the Treasurer.
A. Prepares and reports quarterly budgets of the Association to the Directors.
B. Procures the services of an external certified public accounting firm to conduct an annual audit of the financial records of the Association, the findings of which are to be presented to the membership at the annual meeting of the Members.
C. Maintains the financial records for the association within the guidelines established by the CPA and Directors.
D. Processes incoming memberships by depositing funds, sending membership certificates and welcome letter within 15 days of payment (regardless of payment method) and updating the membership database with a copy of the database sent to the Executive Director on the 15th of each month for duplicate/off-site storage.
E. Attend the Fall National Convention and help with the needed planning, staffing and other convention needs.
3.5.5 Development Director
A. Development Board member will be the coordinator of efforts to contact and obtain income from donors and commercial sponsors.
1. Answer requests of the Association for business partnerships
2. Prospect potential donors/sponsors
3. Create written presentation on behalf of the Association
4. Create and complete contracts with sponsors/donors and keep a current file on sponsors/donors including oversight of billing and collections
5. Complete the necessary contractual responsibilities on behalf of the Association
6. Maintains databases for current donors, sponsors and press contacts.
B. Coordinate with CMA and ACP in creating income from the national convention.
C. Develop a plan for generating income at the beginning of each fiscal year and implement that plan once approved by the Directors.
D. Attend the Fall National Convention and help with the needed planning, staffing and other convention needs.
E. The Development Director shall be compensated at a rate of 10% for every sponsorship dollar, except as provided for in c., collected per year up to $10,000. He or she shall be compensated at a rate of 15% for every sponsorship dollar, except as provided for in c., collected beginning at $10,001. To determine total compensation, a “year” will run from January 1 to December 31.
1. At the first Board meeting after each calendar quarter closes, the Treasurer will prepare a report to the Board concerning all collections made in the previous calendar quarter and request authorization to make payment. Upon board approval, the Treasurer will issue payment within 10 business days as approved.
2. Sponsorship dollars are defined as monies from conference exhibit hall vendors, newsletter ads, website ads, grants (as applicable), major gifts ($1,000+) from corporations, foundations or individuals, and special event sponsorships (i.e. CBI Production Awards dinner). Sponsorship dollars shall not include in-kind contributions, donations of materials, equipment or professional services, or any other kind of non-cash contribution. Upon formal request by the Executive Director or Development Director, the CBI Board of Directors may be called upon to review whether a specific sponsorship not addressed herein shall be defined as sponsorship dollars.
3. The Treasurer report will to the board will include any and all sponsorships secured by members of the CBI Board, other than the Development Director, and each member will be provided a “finder’s fee” of $25 per sponsorship that is more than $500. The Development Director will receive 5% of the net proceeds. (amended 12/10)
3.5.6 Student Member
A. Represent the voice of the students involved at CBI member stations.
B. Take steps to monitor IT developments to make sure they are responsive to student interests.
C. Actively seek out and help develop student friendly initiatives.
D. Prepare a monthly station member spotlight for the CBI Web site.
E. Attend the Fall National Convention and help with the needed planning, staffing and other convention needs
3.5.7 IT Content Director
A. Maintains the on-line presence of the Association with respect to site and content management, keeping the outlets current with Association and member news and other relevant content.
B. Actively seeks to garner student input in order to keep the Association’s on-line activities both informative, relevant and appealing to the student members.
C. Attend the Fall National Convention and help with the needed planning, staffing and other convention needs
3.5.8 Executive Director
A. Will serve as a non-voting ex-officio member of the Board.
1. Convention Coordinator – Serve as principal coordinator of both annual conventions, reporting directly to the Vice-President and President and coordinate with the CMA Executive Director or Spring Conference Coordinator as appropriate. Works with Vice-President to solicit, from the membership, chairs for various session groupings, such as engineering, underwriting, programming, legal, sports, etc.
a. Attend the Fall National and Spring Regional New York convention and help with the needed planning, staffing and other convention needs through the last planned session or event, unless excused by the Directors.
b. Maintains a contact list of all panelists and other non-delegates attending the convention who contribute to the success of the convention.
i. Sends appropriate written communication to the above thanking them for their contributions to said event, once the ED has confirmed participation and not just intended participation. Further a list of those who committed to participate, but did not (no-shows) should be developed and maintained.
ii. Provides the Vice President with a list of the above named people and Associations upon request.
c. Maintains a client history list of all floor vendors contracted through CBI for the convention and provides a copy to the Development Director upon request.
d. Coordinates with the Vice President regarding who will attend the annual on-site planning meeting for the annual Fall Convention.
3.5.9 Immediate Past President
A. Serve as a non-voting ex-officio member of the Board for a minimum of one year, depending on Board election results and position assignments.
B. Act as an “institutional memory” capacity for the Association.
C. Assist with special projects or other duties as assigned by the President and complete projects in progress with the approval of the board.
D. Attend the Fall National convention and help with the needed planning, staffing and other convention needs.
3.6. Meetings of the Directors. Meetings of the Directors may be held in person, via telephone conference call, or other telecommunications medium. The Directors shall meet one or more times each month of the year. The times and places for holding meetings of the Directors may be fixed from time to time by resolution of the Directors. A special meeting of the Directors may be called at any time by the unanimous consent of the Executive Officers, or upon the request of a majority of the members of the Directors. The most recent edition of Roberts Rules of Order shall govern meeting procedures.
3.6.1. Quorum of the Directors. A simple majority of the members of the Directors shall constitute a quorum for the transaction of the business of the Association unless otherwise specified in these Bylaws.
3.7. Powers of the Directors. The Directors shall manage the business of the Association. The Directors may adopt such rules and regulations, not inconsistent with the Articles of Incorporation, the Bylaws, or applicable laws, as they deem proper for the conduct of the business of the Association.
3.7.1. Execution of Contracts. The Directors may authorize any Executive Officer, in the name and on behalf of the Association, to enter into any contract or execute any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.
3.7.2. Deposits. The funds of the Association not otherwise employed shall be deposited from time to time to the order of the Association in such banks or other depositories as the Directors may select.
3.7.3. Payments. All checks, drafts, and other orders for the payment of money out of the funds of the Association and all notes or other evidences of indebtedness of the Association shall be signed on behalf of the Association in such manner as shall from time to time be determined by resolution of the Directors. The Directors may assign a spending cap whereby expenditures, by a designated agent of the Association, exceeding such a cap shall require the approval of the Directors.
3.7.4. Fiscal Year. The fiscal year of the Association shall be July 1st to June 30th.
3.7.5. Budget. An annual financial budget shall be approved by a majority of the Directors prior to the beginning of each fiscal year. Said budget is subject to amendment from time to time by a majority of the Directors.
3.7.6. Insurance. The Directors shall, at their discretion, have the power to purchase and maintain liability insurance to protect the interests of the Association.
3.7.7. Central Office Staffing. The Directors may employ a central office staff to manage the day-to-day business of the Association. Said staff may be delegated such duties and authority as specified from time to time by resolution of the Directors. Any central office staff shall serve subject to the control of the Directors or of any duly authorized committee of the Directors. In the alternative, the Directors may, as they deem necessary, contract such services from any other organization or business. In the case of central office services provided under contract with the Directors, such services will be subject to the specific terms of the applicable management contract.
3.8. Compensation for the Directors. Directors shall serve without salary, honorarium, or other payment for their services. Each Director shall, however, be entitled to receive from the Association reimbursement for the reasonable expenses incurred in the performance of his or her duties. Such reimbursement shall be limited to actual, documented expenses and must be in accordance with an annual financial budget approved by a majority of the Directors.
Article 4: ELECTION OF DIRECTORS
4.1. Election Date. The date of the election of the Directors shall be set and an invitation to submit nominees shall be announced by the Directors on April 15 or the first business day thereafter. Such announcement shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid, directed to each Station Member in good standing at its address as it appears on the record of the Members. Said election shall take place no earlier than thirty (30) days and no later than fourteen (14) days prior to the annual convention described elsewhere in the Bylaws. (amended 7/02)
4.2. Election Commissioner. The Directors shall appoint from the membership of the Association an Election Commissioner who shall supervise the election, oversee the counting of ballots, tabulate the results, and report to the Directors in writing the number of votes for each candidate and the names of those elected to serve as Directors. The Election Commissioner shall be designated the sole recipient for all election-related communication, candidate materials, and ballots. No nominee or incumbent Director may serve as Election Commissioner.
4.3. Nominations. Candidates for the election may be self-nominated for each respective class of Directorship by submitting their names to the Election Commissioner on or before a nomination closing date to be predetermined by the Directors. Write-ins, nominations received after the deadline or others not meeting the criteria set forth in advance by the Elections Commissioner will not be considered. Any Member may nominate another Member for office, provided said nomination is accompanied by a letter from the candidate indicating a willingness to stand for election. A proxy certified by the authorized representative of the Station Member must accompany the nomination. Each Station Member in good standing may submit only one (1) such proxy.
4.3.1. Supplemental Nominations. In the event, but only in the event, sufficient nominations for Directors and Student Directors are not received by the application deadline, the Directors shall reopen nominations. Nominations received after the original application period will be considered, as well as subsequent nominations received by the Election Commissioner on or before a nomination closing date to be predetermined by the Directors. Nominations not received by the deadline, including late nominations, write-ins, or others not meeting the criteria set forth in advance by the Elections Commissioner will not be considered.
4.4. Candidate Statement. A statement from each nominee shall be distributed with the ballot to be mailed to each Station Member. The Directors shall set the date by which statements must be received by the Election Commissioner in order to be included with the ballot. If no statement has been received from a nominee, that fact shall be so indicated on the ballot, but the nominee’s name shall remain on the ballot.
4.5. Ballot. The Election Commissioner shall prepare a ballot listing the names of the nominees for each class of Directorship, with the order of the listing of the candidates determined by lot, accompanied by the candidate statements. The form of the statements shall be established by the Election Commissioner, who shall decide any questions of compliance with any standards that he or she might establish with respect to such form. The Election Commissioner or a designate shall ensure the ballots are mailed at least four (4) weeks prior to the date set by the Directors for the counting of the ballots, to each Station Member of the Association eligible to vote.
4.5.1 Unopposed Candidates. If all candidates listed on the ballot are running unopposed, no election shall be required and the candidate(s) shall be elected by acclamation, with the results of the election announced on or after September 1 of each year. The announcement shall be made on the organization Web site and via general e-mail list and be confirmed as final five days after publication. If one or more, but not all, candidates are running unopposed, ballots including the names of all candidates shall be sent to the membership as usual; unopposed nominees shall be listed as such.
4.6. Voting. Each Station Member shall be entitled to vote for one (1) candidate for each Director vacancy, within the applicable Director classifications; a voter may not cumulate votes for any candidate.
4.7. Tabulation. Ballots shall be secret. Each completed ballot shall be placed in an unmarked, sealed envelope by the authorized representative of the Station Member and the unmarked sealed envelope shall then be placed in another envelope bearing the Station Member name and address, and the written signature of the authorized representative or via a password protected electronic ballot deemed acceptable by a vote of the board after consultation with the Election Commissioner. The Election Commissioner will review the physical and electronic ballots for any irregularities. Ballots shall be returned to such place as designated by the Directors, on or before the election date determined by the Directors. The Election Commissioner shall tabulate the results and report to the Directors in writing the number of votes for each candidate.
4.8. Election Results. The candidates receiving the highest number of votes for each classification of Directorship shall be declared elected. In the event of a tie vote, the Election Commissioner shall hold a run-off election at the annual convention in accordance with procedures to be determined by said Commissioner. The results of the election shall be announced at the annual convention, unless all candidates on the ballot are running unopposed. In that instance, the results will be announced on or after September 1 of each year.
Article 5: DUES AND FEES
5.1. Dues Amount. The Directors shall have the power to determine the amount of dues for each classification of membership, provided that if such dues are in different amounts for different classifications of Members, the amounts payable by all Members of one class shall be determined on the same basis.
5.2. When Payable. Dues shall be payable by September 1st of each year. Any Member whose dues are unpaid, as of October 15th of the current calendar year, shall be dropped from the membership roster, shall lose all privileges of membership, and shall be sent a notice. Once dues are paid for the calendar year, the Member shall be reinstated with full membership privileges.
5.3. Fees. The Directors shall have the power to establish other such fees as they deem appropriate for specific activities of the Association.
5.4. Associate Membership. The Directors shall establish and annually review the levels of associate membership to determine if the cost of various levels of associate membership are appropriate, the effectiveness of the associate membership program and if the associate membership program is having an improper influence on the operations of CBI or might constitute a conflict of interests.”
Article 6: ADVISORY BOARD
6.1. General. The Directors may designate from among the Members of the Association members of an Advisory Board as committee chair or committee members to perform special functions of the Association. Any committee chairs or members designated by the Directors shall serve at the pleasure of the Directors. Any committee may adopt such rules and regulations, not inconsistent with the Articles of Incorporation, the Bylaws, applicable laws, or the resolution designating such committee, as it may deem appropriate for the proper conduct of its business.
6.2 Classes of Advisory Board. The CBI President in consultation with the CBI Board may appoint committee chairs and/or members to Advisory Board positions and/or committees including, but not limited to: publications, newsletter, cybercast, Spring Convention, awards, web page, membership services, election, vendor services.
6.3 Terms of Advisory Board Chairs/Members. All chairs/members of Advisory Board committees shall be reviewed and reappointed annually by the CBI Chair in consultation with the CBI Board each December.
Article 7: ANNUAL CONVENTION
7.1. Time and Place. The annual convention shall be held at such time and place designated by the Directors in the fall of each year.
7.2. Program. The Directors shall guide the development of appropriate programming, coordinate session topics, moderators, and speakers, and evaluate the effectiveness of the annual convention.
7.3. Meeting of the Members. The membership of the Association shall have a formal means of access to the Directors in a meeting convened during the annual convention. At this meeting the Directors shall communicate the state of the Association, report the finances of the Association, and transact other business as may be determined by the Directors. The most recent edition of Roberts Rules of Order shall govern meeting procedures.
7.4 Financial and Content Interests. Any agreement to share control of finances and/or content of the annual convention must be reviewed by competent legal counsel retained by the association and approved by the Directors with no less than 60% of the voting members in support of agreement.
Article 8: MEMBER SERVICES
8.1. Quarterly Newsletter. The Association shall cause to be produced a quarterly newsletter, to be mailed to each Member, to include information about the Association and to provide information relevant to the purposes it serves.
8.2. Mentoring. The Association shall develop and maintain the means for Members to share information and to seek advice from each other.
8.3. Professional Consultants. The Association shall seek out alliances with legal, technical, and programming professionals to provide services to Members of the Association.
8.4. Lobbying. The Association shall represent the interests of student-operated electronic media in rulemakings and other proceedings before the Federal Communications Commission and other governmental bodies.
8.5. Handbook. The Association shall annually produce a handbook including information relevant to the affairs of student-operated electronic media. Said handbook shall be available to the membership no later than the date of the annual convention each year.
8.6. Awards. The Association shall sponsor an annual awards competition for student-operated electronic media. A committee of the Members appointed and empowered by the Directors shall establish the rules, categories for entries, judging procedures, and other rules and regulations. Recipients of said awards shall be announced at the annual convention.
8.7. Other. The Association shall provide other services as from time to time are deemed appropriate by the Directors.
Article 9: BOOKS AND RECORDS
9.1. General. The Association shall keep, at the official offices of the Association, correct and complete books and records of account and shall keep minutes of the proceedings of the Directors, Executive Officers, and standing committees, if any.
Article 10: ADOPTION, AMENDMENTS, AND DISSOLUTION
10.1. Adoption. These Bylaws shall become effective upon the adoption by the Directors. A copy of the Bylaws shall be provided to all Directors and Members of the Association.
10.2. Amendments. These Bylaws may be altered or amended, or new Bylaws may be adopted, by an affirmative vote of 4/7 of the entire Directorship. Any Member or Director may propose changes to the Bylaws. Such proposed amendment and an explanation of the purpose of the amendment must be submitted, in writing, to the Secretary-Treasurer at least thirty (30) days prior to a meeting of the Directors. The Secretary-Treasurer shall submit, in writing, all such proposals to the Directors at least twenty (20) days prior to such meeting.
10.3. Dissolution. The Association may only be dissolved by unanimous resolution of the Directors. Such declaration shall not be less than sixty (60) days before the actual dissolution of the Association. Upon declaration of dissolution of the Association, notice shall be sent to all Members stating the reason or reasons for such dissolution. Said notice shall be given not less than sixty (60) days before the actual dissolution of the Association and shall include a complete financial report listing all of the Association’s assets and liabilities. Any assets that shall remain after all accounts have been settled shall be donated by the Directors to any non-profit corporation, as defined within section 501(c)3 of the Internal Revenue Code, to be used for academic purposes in the field of electronic media.