Bylaws of the College Broadcasters, Inc.
Last Updated Aug. 3, 2017
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 is a member-driven organization serving students and advisers of college and high school electronic media outlets. Through events, programs and a network of expertise, we provide our members with educational and professional development opportunities and facilitate advocacy.
Article 2: MEMBERSHIP
2.1. Classes of Membership. There shall be two (2) classes of membership in the Association: Media and Associate.
2.1.1. Media Membership. Media membership shall consist of a single secondary or post-secondary student electronic media outlet. Multiple electronic media facilities within a single educational entity shall maintain separate Media 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 Media Member; a maximum of one (1) Director may be proxied from any one (1) Media 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 Media 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 1 following his or her election, with the exception of the Student Director, whose term shall begin May 1.
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”.
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. Sets agenda for and presides over board meetings and annual membership meeting.
B. Appoints committees from the at-large membership as necessary, as serves as an ex officio member of said committees.
C. Works with Executive Director to select venue and dates of National Student Electronic Media Convention, herein after referred to as “NSEMC.”
D. Responsible for signing all hotel/AV agreements on behalf of CBI for the NSEMC, after securing board approval.
E. Acts as a liaison for the CBI to outside organizations.
F. Oversees and supports all other board members’ projects.
G. Provides an annual review of the performance of the Association’s Executive Director.
H. Solicits and appoints annual organizational roles such as, but not limited to, Elections Coordinator, Cybercast Coordinator and Awards Coordinator.
I. On-site duties at NSEMC as assigned.
3.5.3. Duties of the Secretary.
A. Records and distributes minutes of all board and membership meetings, within ten (10) days of all meetings, and once approved places a copy of the approved minutes in the organizational archive.
B. Oversees registration for NSEMC, including creation of registration forms, maintaining registration database, coordinating printing and distribution of name badges, and coordinating on-site registration and check-in.
C. Coordinates creation and distribution of print and electronic newsletters.
D. Maintains membership database, sends print and/or electronic membership invoices and membership certificates.
E. On-site duties at NSEMC as assigned.
F. Other duties as assigned by the President.
3.5.4. Duties of the Treasurer.
A. Prepares periodic financial reports for the board.
B. Procures the services of an external certified public accounting firm to conduct an annual audit of CBI’s financial records and submits the report to the board along with recommendations for specific actions to be taken to address any concerns.
C. Maintains all financial records for CBI.
D. Responsible for all payments to NSEMC convention hotel/AV provider, as well as payments for other goods and services received by CBI.
E. Receives and processes mail from CBI P.O. Box.
F. Administers PayPal and/or other payment sources.
G. Approves and processes reimbursements.
H. Investigates and secures, with board approval, necessary insurance for NSEMC and other CBI activities.
I. Processes payments for NSEMC registrations, membership dues, and sponsorships.
J. On-site duties at NSEMC as assigned.
K. Other duties as assigned by the President.
3.5.5 Development Director
A. Secures sponsors and exhibitors for NSEMC and other CBI initiatives.
1. 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 below, collected beginning at $10,001. To determine total compensation, a “year” will run from January 1 to December 31.
2. 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.
3. 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.
4. 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.
B. Handles all communication and logistical issues with NSEMC sponsors and exhibitors, including securing space, coordinating shipments, payments, and on-site issues.
C. Procures sponsored materials for NSEMC.
D. Coordinates giveaways at NSEMC, including solicitation of prizes and development and execution of contests.
E. Assists the Executive Director, President, and other board members in pursuing grants and other funding for general operations and special projects.
F. Cultivates relationship between CBI and potential funding sources.
G. Works with Treasurer on financial reconciliations.
H. Solicits sponsors for CBI newsletter, website, and other publications.
I. Responds to requests for business partnerships with CBI.
J. Maintains all sponsorship records for CBI.
K. Creates rate card, brochures, and other sales materials for CBI.
L. On–site duties at NSEMC as assigned.
M. Other duties as assigned by the President.
3.5.6 Student Member
A. Works with IT Content Director to develop content for CBI website and other platforms, including, but not limited to, Spotlights, Blog Links, and Question of the Week.
B. Assists Executive Director in NSEMC session curation.
C. Leads at least one session and/or roundtable at NSEMC.
D. On-site duties at NSEMC as assigned.
E. Other duties as assigned by the President, Vice President, or IT Content Director.
3.5.7 IT Content Director
A. Maintains CBI website and social media accounts.
B. Develops fresh, relevant content on all CBI websites and social media accounts in conjunction with Student Member.
C. Creates and maintains NSEMC website.
D. Assists in creation of press releases and other marketing initiatives.
E. Coordinates live tweeting and/or streaming of awards and/or NSEMC keynote speaker.
F. On-site duties at NSEMC as assigned.
G. Other duties as assigned by the President.
3.5.8 Executive Director
A. Serves as a non-voting ex-officio member of the Board.
B. Serves as principal coordinator of NSEMC, including venue, dates, content, and logistics, subject to board approval.
C. Visits prospective NSEMC sites with President.
D. Serves as board’s primary point of contact with NSEMC hotel/AV provider, session presenters, and other involved parties.
E. Oversees all committees and volunteers involved in NSEMC planning.
3.5.8 Immediate Past President
A. Serves as a non-voting ex-officio member of the Board for a minimum of one year.
B. Provides “institutional memory” to organization.
C. Assists current president in transition period
D. Assists Executive Director in NSEMC session curation.
E. On-site duties at NSEMC as assigned.
F. Other duties as assigned by the President.
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 upon the request of a majority of the members of the Directors. The most recent edition of Robert’s 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 Board Member, 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 January 1 to December 31.
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, unless otherwise stipulated in these bylaws. 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 January 15 or the first business day thereafter. The nomination period shall be open for not less than thirty (30) days. Such announcement shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid, directed to each Media Member in good standing at its address as it appears on the record of the Members.
4.2. Election Commissioner. The President 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 statement from the candidate indicating a willingness to stand for election. A proxy certified by the authorized representative of the Media Member must accompany the nomination. Each Media 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 posted with the ballot and on the organization’s website. 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 made available at least four (4) weeks prior to the date set by the Directors for the counting of the ballots, to each Media 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 March 1 of each year. The announcement shall be made on the organization website and via general email 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 Media 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 via a password-protected electronic ballot deemed acceptable by the Directors after consultation with the Election Commissioner. The Election Commissioner will review the ballots for any irregularities and tabulate 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 in accordance with procedures to be determined by said Commissioner. The results of the election shall be announced on or around March 31, unless all candidates on the ballot are running unopposed. The announcement shall be made on the organization website and via general email list and be confirmed as final five days after publication. In that instance, the results will be announced on or after March 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 January 1 of each year. Any Member whose dues are unpaid, as of February 15 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 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, awards, website, membership services, elections, and 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 President 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 Robert’s 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 Board members in support of agreement.
Article 8: MEMBER SERVICES
8.1. Newsletter. The Association shall cause to be produced periodic print or electronic newsletters, to be distributed 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. 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.
8.6. Other. The Association shall provide other services from time to time as deemed appropriate by the Directors.
Article 9: BOOKS AND RECORDS
9.1. General. The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Directors 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 a simple majority of the entire voting 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 at least thirty (30) days prior to a meeting of the Directors. The Secretary 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.