Bylaws of Public Radio for the Front Range
Amended Dec 13, 2008
Article I: Name and Purpose
Public Radio for the Front Range, Incorporated, dba KRFC (here in referred to as the
“Corporation”) is a community access radio entity created by and for
its members to provide diverse and innovative programming which reflects the concerns and interests of the communities it serves.
The Corporation is organized as a private, non-governmental Corporation under the laws of the State of Colorado to furnish non-profit and non-commercial broadcast services to the extended Northern Colorado Front Range area and to provide high quality educational, cultural and public affairs programs.
To that end, the Corporation is empowered to obtain and hold appropriate authorization from the Federal Communications Commission; to construct, operate and maintain non-commercial, educational broadcast stations used primarily for transmitting cultural, public affairs, educational and entertainment programs pursuant to the rules and regulations of federal broadcast stations, to obtain and to hold by contribution, deed or lease real or personal property and funds to be used in connection with the operation of broadcast stations; and to solicit and accept in trust or otherwise, money and property to be used for these purposes; and to carry out and perform all powers granted by the Colorado Nonprofit Corporation Act and to engage in any or all other matters to effectuate the within purposes.
Article II: Offices
The Corporation shall maintain a principal office at the broadcast studios of the radio station operated by the Corporation in the County of Larimer. The Corporation may also have offices at such other places, either within or without the County of Larimer, as the Board of Directors shall determine. The registered office of the Corporation, required by the Colorado Corporation code to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.
Article III: General Membership, Voting
Section 1: Membership.
The members of the Corporation shall be known as “members”. Members consist of those who have paid annual dues or who perform a number of volunteer hours in an amount to be determined by the Corporation’s Board of Directors and who are held to be in good standing by the Board of Directors.
Members shall not conduct any activity that is detrimental to the welfare of the Corporation. Such conduct shall result in membership revocation as deemed by the Board of Directors. No member shall have any right, title, or interest in any of the property or assets of the Corporation.
The various categories of membership shall be determined by the Board of Directors.
Memberships are not transferable.
Section 2: Voting.
Members in good standing of the Corporation are entitled, either in person or by absentee ballot, to one vote. In order to be eligible to vote on an issue, members shall be in good standing as of the original date of general announcement of the annual or special meeting called to discuss the issue. A majority vote by the entire membership is binding on any issue of the Corporation, except when it is contrary to the Corporation’s Articles of Incorporation or Federal Communications Commission regulations, or when such vote materially alters the Mission Statement.
Article IV: Meetings of the Corporation
Section 1: Annual Meetings.
There shall be an annual meeting of the Corporation held every September or at such other month as the Board of Directors decides, on a date to be determined by the Board of Directors. At such meetings, members shall vote to approve or disapprove the slate of newly elected Directors, presented by the Board of Directors as detailed in Article V, Section 4. In addition, the Board of Directors may bring issues up for discussion that have been included in the meeting agenda. Members, by petition of 5% of the total membership, may bring issues up for discussion to include in the meeting agenda. The Board of Directors may vote on issues brought up for discussion during the meeting. By direction of the Board of Directors, or by majority vote of the members present at the meeting, issues discussed at the annual meeting may be put before the entire membership for vote.
Section 2: Notice of Meetings.
The President or Secretary of the Board of Directors shall give or cause to be given notice of the time, place and purpose of holding each annual or special meeting by surface mailing (or by other means as requested by individual members) such notice at least twenty one (21) calendar days prior to such meeting to each member at their respective addresses as they appear in the records of the Corporation.
Section 3: Quorums, Majority Vote.
A quorum shall consist of ten percent of the membership, either voting by absentee ballot or in person.
A majority shall consist of a majority of those members voting in person or by absentee ballot in an annual or special meeting election.
Section 4: Special Meetings.
Special meetings of the membership may be called by the majority vote of the Board of Directors or upon the written request of five percent of the members. The Board of Directors shall call a special meeting to consider specific subjects. Notice for any special meeting is to be given in the same manner as for the annual meeting. Only business specified in the notice of the meeting shall be transacted at any special meeting of the Corporation.
The Board of Directors may vote on issues brought up for discussion during the special meeting. By direction of the Board of Directors, or by majority vote of the members present at the meeting, issues discussed at the special meeting may be put before the entire membership for vote.
Article V: Board of Directors
Section 1: General.
The affairs of the Corporation shall be controlled and managed by a Board of Directors (here in referred to as the “Directors”), consisting of a minimum of five and a maximum of nine elected persons and the station manager as a non-voting member. The Directors shall manage the business and property, provide for the operation of the broadcast facilities, make all decisions of policy, employ and appoint employees, agents and representatives to carry out the purposes of the Corporation, and shall do all other things in the management of the business, property, and affairs of the Corporation necessary to carry out its purposes. Nothing contained herein shall prevent the Directors from delegating responsibilities, as the Directors may deem appropriate, and which will not negatively impact the Corporation’s purposes or existence. Directors shall be entitled to receive reimbursement of expenses incurred for their services to the Board of Directors in such amounts and on such terms as the Directors shall determine from time to time, but shall receive no compensation for serving as members of the Board of Directors. Nothing contained herein shall preclude a Director from receiving compensation from the corporation for the services rendered to the Corporation in some other capacity.
Section 2: Qualifications.
All Directors must be members of the Corporation before they begin their terms. Directors may not be the spouse, relative or relative by common law marriage of the station manager.
Other qualifications for Directors include: 1. Endorsement of the Corporation’s mission and sharing the values it represents. 2. Ongoing commitment to communicate, listen and work toward group consensus in a way respectful to others. 3. Signing a letter of agreement spelling out the duties and responsibilities of Directors. 4. Residency within the broadcast coverage area.
Section 3: Duties of the Board of Directors.
The Board of Directors shall: 1. Hold meetings quarterly or more frequently. 2. Determine policy for the Corporation. 3. Appoint committees on particular subjects. 4. Audit bills and disburse the funds of the Corporation (with the ability to delegate this function to specified agents). 5. Devise and carry into execution (or delegate others to carry into execution) such other measures as it deems proper and expedient to support the mission of the Corporation and to best protect the interests and welfare of the members.
All duties described in this document not specifically assigned are the responsibility of the Board of Directors.
Section 4: Election of Directors and Terms.
Directors shall serve three year terms. KRFC Members of the Board may succeed themselves for one consecutive three-year term by re-election. Former Members of the Board will be eligible for re-election to the Board after one year out of office. These term limits do not limit the ability of the Board to appoint a current Board member to replace a departing Board member for the remainder of that term, even if this means the Board member will serve more than two consecutive terms. Once a year, the nominating committee shall prepare a slate of names of proposed Director(s) together with background biographical material, which will be presented to the Directors and the members at least 3 weeks before the annual Member’s meeting.
To be elected, a candidate must receive at least 2/3 of the votes cast by secret ballot at a meeting of the Board of Directors. In order to vote, Directors must be present at the meeting (no proxies). If one or more proposed candidates are not elected by the Directors, the nominating committee shall present a new candidate or candidates. Their name(s) and biographical material shall be presented to the Directors and the members a reasonable time before the Board meeting at which the candidate(s) will be considered. If the second round of a proposed Director or Directors fails to be elected by the Directors, then at the regular annual members’ meeting, a quorum of the members shall vote at the meeting or by absentee ballot to elect the proposed new Director(s) by simple majority. If the members do not elect one or more candidates proposed by the nominating committee, then the members are charged with nominating proposed Directors for the position or positions not yet filled. The Directors shall schedule another public meeting. The candidates’ names and biographical material shall be presented to the members a reasonable time before the next public meeting at which the candidate(s) will be elected. A quorum of members shall vote at the meeting or by absentee ballot to elect the proposed Directors by simple majority. If a quorum of members is not achieved, then the Board of Directors shall nominate and elect new Directors to fill the vacancy or vacancies.
Newly elected Directors shall be presented to the members at the annual meeting for approval as a slate. Members may vote at the meeting or by absentee ballot to approve or disapprove the slate. Members not voting shall be counted as casting votes of approval. If a minimum of 25% of the total membership votes to disapprove the slate, then the slate is rejected by the members. The nominating committee is then charged with presenting a new group of proposed Directors for election by the Board of Directors, and approval by the members.
If two sequential slates of newly elected Directors are disapproved by the members, then the members are charged with nominating proposed Directors. The Directors shall schedule another public meeting. The candidates’ names and biographical materials shall be presented to the members a reasonable time before the next public meeting at which the candidate(s) will be elected. A quorum of members shall vote at the meeting or by absentee ballot to elect the proposed Directors by simple majority. If a quorum of members is not achieved, then the Board of Directors shall nominate and elect new Directors to fill the vacancy or vacancies. Newly elected Directors shall be presented to the members at another special meeting for approval as a slate. Members may vote at the meeting or by absentee ballot to approve or disapprove the slate. Members not voting shall be counted as casting votes of approval. If a minimum of 25% of the total membership votes to disapprove the slate, then the slate is rejected by the members.
Newly elected Directors shall assume their directorships 2 months following the election.
Section 5: Nominating Committee and Nominations.
The nominating committee is composed of 9 members. Two members are Directors. Four members are randomly selected from staff and volunteers, two from each group. Three members are randomly selected from the membership, who are neither board members, staff, nor volunteers.
The Nominating Committee shall solicit candidates and prepare the slate of names of proposed Directors together with background biographical material.
Section 6: Continuance in Office.
After the expiration of the term for which he/she was elected, a Director who is not re-elected and whose successor has not been elected shall, unless he/she sooner resigns, dies, becomes incapacitated or is removed, continue to hold office until his successor is elected.
Section 7: Resignation.
A Director may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect at the time received unless another time is specified in such notice. Unless otherwise specified in such notice, the acceptance of a resignation shall not be necessary to make it effective.
Section 8: Removal.
A Director may be removed by vote of at least two-thirds (2/3) of the full Board of Directors. The action shall take place at a meeting of the Board of Directors, written notice of 7 days having been given to all Directors that removal of a specified Director shall be an order of business at such meeting.
Section 9: Vacancy.
If a vacancy occurs on the Board or among Directors by reason of resignation, death, incapacity or removal of a Director before the expiration of his/her term, the Board of Directors shall appoint an interim Director who shall serve until the next annual election. At this time, a permanent Director shall be elected to serve out the remainder of the term.
Section 10: Meetings of the Board of Directors.
Meetings shall be held quarterly or more frequently at a regular time and place established by the Board of Directors.
Meetings are open to the press and public. Executive sessions are defined as Board meetings which are closed to the press and public; and are attended only by Directors, who can include or exclude staff, and may include any person the Board of Directors wishes to invite. Use of executive sessions is confined to three areas: personnel issues, legal issues and negotiations.
Special Board meetings to consider specific issues may be called at any time by the Board of Directors.
Any item for discussion may be added to a meeting agenda by member petition. One hundred member signatures are required.
Section 11: Quorum.
Two thirds (2/3) of the Board of Directors, rounded down to the nearest whole number, shall constitute a quorum for the transaction of business.
Section 12: Voting.
Each Director present shall have one vote. Directors shall not vote by proxy. A majority vote is the majority of those Directors present.
Section 13: Conflict of Interest.
No Director shall vote on a matter in which she/he has a conflict of interest. Rulings on a Director’s conflict of interest in any matter pending before the Board of Directors shall be made by the legal counsel to the Corporation or by majority vote of the Board of Directors. Where a conflict is possible, the Director shall abstain from voting on the matter in question.
Section 14: Station Manager.
The Station Manager shall have the responsibility and authority for day-to-day administration of the business of the station under the general supervision of the Board of Directors. The Station Manager’s duties shall be governed by the provisions of his or her contract of employment with the Board of Directors. The Station Manager shall serve as a non-voting member of the Board of Directors.
Article VI: Officers
Section 1: Designation, Election and Removal of Officers.
The principal officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer, all of whom shall be elected annually by and from the Board of Directors at their first meeting following the annual membership meeting. Officers may succeed themselves.
Directors may resign from officer positions but may remain as Directors. Resignations must be in writing and filed with the secretary of the Corporation. Any officer may be removed by the Board of Directors whenever, in the judgment of the majority of the Board, the interests of the Corporation will be served thereby.
Section 2: President.
The President shall be the principal executive officer of the Corporation and, subject to the approval of the Board of Directors, shall direct, supervise, coordinate and have general control over the affairs of the Corporation, and shall have the powers generally attributable to the chief executive officer of a corporation.
Section 3: Vice-President.
The Vice-President shall perform the duties of the President in the case of the President’s absence or inability to act.
Section 4: Secretary
The Secretary, under the direction of the Board of Directors, shall maintain the Corporate records, prepare and serve the Corporate notices, keep the minutes of all meetings of general membership and of the Board of Directors and sign such instruments as require the signature of the Secretary.
Section 5: Treasurer.
The Treasurer, under the direction of the Board of Directors, shall oversee the financial books and records of the Corporation, the deposit of Corporate funds, and make appropriate payments, maintain proper records of moneys received and spent, submit to the Board annual statements of accounts and be responsible for filing federal, state and local reports and taxes. The treasurer shall audit all fundraising activities and membership drives. The Treasurer may be required to sign legal documents on behalf of the Corporation.
Article VII: Finances
Section 1: Audit.
A financial audit, to be conducted by an outside certified public accountant, shall be conducted when authorized by majority vote of the Board of Directors.
Section 2: Contracts, Loans.
Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Loans. The Board of Directors of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other institution or from any person, firm or other entity, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation.
Article VIII: Liability and Indemnification
Section1: Liability and Indemnification.
In the absence of fraud or bad faith, the Directors of the Corporation shall not be personally liable for its debts, obligations or liabilities; and the Corporation shall indemnify any Director or former Director of the Corporation against expenses actually and necessarily incurred by such person in connection with the defense of any action, suit or proceeding in which said person is made a party of by reason of being or having been such Director, except in relation to such matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence, intentional action, or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Directors may be entitled under any Bylaw, agreement, vote of the Board of Directors or otherwise.
Section 2: Insurance.
The Corporation may purchase and maintain on behalf of any member, any insurance deemed necessary. The Board of Directors and Station Manager shall review insurance coverage annually.
Article IX: Community Advisory Board
Section 1: Creation and Appointments.
There shall be a Community Advisory Board as required by the Federal Communications Commission.
The Community Advisory Board shall be appointed by and report to the Board of Directors of the Corporation and members shall serve for periods of one year and may be re-appointed. Appointments to the Community Advisory Board shall be made without regard to race, creed, color, national origin, age, sex, marital status or sexual preference.
The Community Advisory Board shall be open to all members of the community and shall endeavor to reasonably represent the diverse needs and interests of the community being served. There shall be a limit of thirty (30) persons on said Board. No individual member of the public or representative of any particular organization or group has a legal right to membership on the Community Advisory Board.
Section 2: Function of the Community Advisory Board.
The Community Advisory Board shall submit an annual report to the Board of Directors outlining important programming, community interests and problems. The report shall outline recommended direction in programming and opinions on the art of radio. The Community Advisory Board shall be solely advisory and no recommendations by the Community Advisory Board are required to be implemented.
Article X: Amendment of Bylaws
These Bylaws may be amended, repealed, or altered in whole or in part by at least a two thirds majority vote of the entire Board of Directors. In order to vote, Directors must be present at the meeting. All changes to the Bylaws shall be presented to the members at the annual meeting or at a special meeting called by the Directors. Information regarding the changes to the Bylaws shall be presented to the members a reasonable time before the public meeting at which the changes will be ratified. Members may vote at the meeting or by absentee ballot to approve or disapprove the changes. Members not voting shall be counted as casting votes of approval. If a minimum of 25% of the total membership votes to disapprove the changes, then the changes are rejected by the members.
Article XI: Amendment of the Mission Statement
Proposed amendments of the Corporation’s Mission Statement shall be made by at least two thirds vote of the entire Board of Directors. In order to vote, Directors must be present at the meeting. All proposed amendments of the Mission Statement shall be presented to the members at the annual meeting or a special meeting called by the Directors. Information regarding the changes shall be presented to the members a reasonable time before the public meeting at which the changes will be ratified. Members may vote at the meeting or by absentee ballot to approve or disapprove the changes. Ratification of changes to the Mission Statement requires a vote of approval by two thirds of the entire membership. If the proposed amendments of the Corporation’s Mission Statement receive unanimous approval by the Board of Directors, and with 21 days’ advance notice, no petition protesting the changes signed by at least 50 members is received by the Corporation, then the proposed changes are accepted without a vote by the members.
Article XII: Dissolution of the Corporation
In case of dissolution of the Corporation, the assets will pay off all indebtedness and all creditors. No part of the net income or assets of this organization shall inure to the benefit of any individual. Any remaining moneys shall be given to not-for-profit organization(s) in Larimer County. Upon the dissolution or winding up of the Corporation its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable and educational purposes meeting the requirements for exemption provided by Section 214 of the Revenue and Taxation Code and which has established its tax exempt status under Section 501 © (3) of the Internal Revenue Code. This determination will be made by the Board at its final meeting.
Article XIII: Sale of the License to Broadcast
Sale of the license to broadcast shall be decided by unanimous vote of the entire Board of Directors. The license to broadcast shall be disposed of in a manner keeping with the intent of the Corporation’s original mission statement (see Appendix 1).
Article XIV: Policy of Non-discrimination
The Corporation shall be non-profit and nonsectarian. KRFC is committed to diversity and fairness and will not discriminate as to race, creed, religion, color, gender, gender expression, national origin, age, disability, marital status, sexual orientation or status with regard to public assistance in any practices – including, but not limited to, recruitment, employment, training and the termination of personnel and volunteers, and will comply with all applicable laws governing equal employment opportunity and affirmative action. This policy applies to all relationships, including those with vendors, contractors, outside organizations and the general public.
Article XV: Corporation Exempt Activities and Non-liability
Section 1: Exempt activities.
Notwithstanding any other provision of these bylaws, no member, trustee, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 ©(3) of the Internal Revenue Code and its regulation as they now exist or they may hereafter be amended, or by an organization, contributions to which are deductible under section 170©(2) of such Code and regulation as they now exist or as they may hereafter be amended.
Section 2: Non-liability of members, Officers and Directors.
The members, officers and directors of this Corporation shall not be individually liable for the Corporation debts or other liabilities, and private property of such individuals shall be exempt from corporation debts or liabilities.
Appendix 1: PRFR Mission Statement
KRFC’s mission is to make great radio that is local, noncommercial, and volunteer powered.
COMMUNITY. Our primary value is community–the feeling that we all belong and matter to one another. We serve our community. We create a sense of community.
LOCAL FOCUS. We emphasize local affairs, events and people and make a special effort to include people and views typically lacking in the mainstream media.
INTEGRITY. We are accountable for our actions. We treat others with tolerance and respect. We go out of our way to be inclusive and to welcome participation.
EXCELLENCE. We strive for excellence in our programming, in our technical product and within our organization.
OPEN COMMUNICATION AND DECISION MAKING. We communicate and make decisions based on clear, open processes, the inclusion of many voices, and consensus building when possible.
ENTERTAINMENT AND EDUCATION. Our programming is a source of vital information and cultural enrichment.
FREEDOM AND CREATIVITY. We promote these attributes in our programming and among our staff and volunteers.
INDEPENDENCE. We are noncommercial. We are a forum for the varied viewpoints of our volunteers, staff and the broader community.
VOLUNTEERISM. We honor and are driven by the passion, energy and creativity of all of our volunteers.