Bylaws
Michigan
Television Network
The
future in local television.
Bylaws
Michigan Television Network
Bylaws
As revised through July 26, 2001
Article I
Board of Directors
Section 1. Powers. The affairs and property of the corporation shall be
managed by a Board of Directors (hereafter Board) consisting of 8 to 12
directors, as determined by the Board, serving three-year overlapping terms.
Subject to any limits in the Articles of Incorporation and these bylaws, the
Board may exercise all powers of the corporation, including but not limited
to those provided under Section 261(1) of 1982 Public Act 162 as amended
(MCL 450.2261(1)).
Section 2. Appointment and Terms. The incorporators shall serve as an
Interim Board, whose duty is to exercise the powers of the Board and to
select persons (who may include themselves) to serve as directors. When the
directors have taken office, the Interim Board shall cease to exist. Of the
directors first selected, approximately one-third shall be designated as
having three-year terms, one-third as having two-year terms, and one-third
as having one-year terms. As these first terms end, the remaining directors
(without the participation of the directors whose terms are ending) shall
select the same person or a successor to serve a three-year term. Directors
shall serve until the annual meeting held in the year in which their terms
end and until their successors take office.
Section 3. Removal and Replacement. By majority vote, the Board may
declare vacant the position of a director who has been absent without
reasonable cause from three consecutive meetings, after giving the director
at least 10 days written notice of its intent to do so. A director may be
removed from office for any other cause or without cause by a two-thirds
vote of the remaining directors then in office, provided the Board has given
the director written notice of the intent to remove at least 10 days before
the meeting at which removal is voted upon. If a position is vacated by
death, resignation, removal, or inability to serve, a successor director
shall be selected by a majority of the remaining directors, even if less
than a quorum, and shall serve until the end of the term of the person
replaced.
Section 4. Meetings. The Board shall hold an annual meeting, at a time
and place it determines, at which directors shall be selected and a
financial report for the preceding fiscal year shall be presented. It shall
also hold at least two additional regular meetings each year, at times and
places it determines. Each director shall receive notice at least 10 days
before each annual and regular meeting of the time, place, and proposed
agenda. A special meeting shall be held on the call of the President or any
three directors, with not less than 24 hours advance notice to each director
of the time, place, and purpose; a special meeting shall act only on matters
included in the notice. A decision may be made in a meeting in which some or
all directors participate by a conference telephone or similar
communications equipment by which all persons participating in the meeting
may hear each other, provided that all participants are advised of the use
of communications equipment and the names of the participants in the
conference are divulged to all participants; such participation constitutes
presence in person at the meeting. In addition, any action required to be
taken at a meeting of the Board may be taken without a meeting if a written
consent stating the action is signed by all directors entitled to vote.
Section 5. Conduct of Meetings. Except as otherwise provided in the
Articles of Incorporation or these bylaws, all decisions of the Board shall
be made at a meeting attended by a quorum. A quorum shall consist of
one-third of the directors then in office. No director may cast a vote by
proxy. No director shall vote on a matter that could create a personal
conflict of interests unless the nature of the possible conflict has been
disclosed to the Board and the other members present by a majority vote
permit the member to vote. Except as otherwise provided in these bylaws,
meetings of the Board shall be conducted in accordance with the current
edition of Robert's Rules of Order.
Section 6. Committees. The Board may create such committees as it
requires and may delegate to them any of its powers, subject to the Board's
power to review and revise committee decisions. Unless otherwise determined
by the Board, the President may appoint the members and designate the
chairperson of each committee.
Article II
Officers and Executive Committee
Section 1. Offices. At the annual meeting or as soon thereafter as
practicable, and at any other time when necessary to fill a vacancy, the
officers of the organization shall be selected by the Board from among its
members for terms of one year or until their successors take office. They
shall consist of a President, a Vice President, a Secretary, and a
Treasurer.
Section 2. Duties. The officers shall perform the duties normally
associated with their offices except as otherwise provided in these bylaws
and shall perform such additional duties as are determined by the Board.
The President shall preside at all meetings of the Board. If the President
is unable to preside, the Vice President shall preside, and if the Vice
President is unable to preside, those present shall select a person to
preside. During any period of absence or disability of the President, the
Vice President shall perform the duties and exercise the powers of the
President. The Treasurer shall manage all funds pursuant to policies
adopted by the Board and as provided in Article III.
Section 3. Executive Committee. The four officers shall constitute an
Executive Committee. The Executive Committee may exercise any powers of the
Board between meetings of the Board, unless otherwise provided by law or in
the Articles of Incorporation or these bylaws or a resolution of the Board,
except that the Executive Committee cannot amend the Articles of
Incorporation or these bylaws, cannot reverse a decision previously made by
the Board, and cannot select or remove an executive director. Except as
otherwise provided in these bylaws, all decisions of the Executive Committee
shall be made at a meeting attended by a quorum consisting of a majority of
its members. A decision may be made in a meeting in which some or all
Executive Committee members participate by a conference telephone or similar
communications equipment by which all persons participating in the meeting
may hear each other, provided that all participants are advised of the use
of communications equipment and the names of the participants in the
conference are divulged to all participants; such participation constitutes
presence in person at the meeting. In addition, action may be taken without
a meeting if a written consent stating the action is signed by all Executive
Committee members. No Executive Committee member may cast a vote by proxy.
No Executive Committee member shall vote on a matter that could create a
personal conflict of interests unless the nature of the possible conflict
has been disclosed to the Executive Committee and the other members present
by a majority vote permit the member to vote.
Article III
Finance
Section 1. Acceptance of Funds. Gifts, grants, donations, bequests, and
other funds and property may be accepted from any source in conformity with
policies adopted by the Board.
Section 2. Depository Accounts. All funds of the organization shall be
placed in such depository or investment accounts as the Board may designate.
Checks for more than $1,000 must be signed by two persons authorized as
signers by the Board.
Section 3. Management of Funds. The Treasurer shall be the principal
custodian of all funds, shall see that accurate books of account are
maintained, shall ensure compliance with government tax, reporting, and
other requirements, and shall provide the Board with financial reports and
statements as needed. All financial records shall be open to inspection by
any director.
Section 4. Payments to Directors and Officers. There shall be no
compensation for serving as an officer or director, but officers and
directors may be compensated for other services to the organization and
reimbursed for expenses incurred on its behalf.
Section 5. Fiscal year. The financial records and reports of the
organization shall be based on a fiscal year ending December 31.
Article IV
Staff
Section 1. Employment of Executive Director. An Executive Director may
be
employed by the Board as the organization’s chief executive officer on terms
agreed between the Board and the Executive Director. Unless otherwise
provided in a written agreement, the Executive Director shall serve until he
or she shall resign, be unable to serve, or be removed by vote of the Board.
Section 2. Duties and Powers of Executive Director. Within policies
determined by the Board, the Executive Director shall have responsibility
and power to carry out or delegate day-to-day operations, which include but
are not limited to the following: (a) financial operations, including
preparation of budgets and management of and accounting for funds; (b)
purchasing and contracting for equipment, supplies, services, and
facilities; (c) hiring, defining the duties of, managing, evaluating, and
dismissing other staff members; (d) managing relations with other
organizations, including regulatory agencies and funding sources; (e)
preparation of proposals, reports, and presentations regarding policies and
activities needed by the Board; and (f) all other activities necessary to
orderly operation and effective pursuit of the corporation’s goals. The
Executive Director shall participate in all Board meetings unless
unavailable or excluded for good cause by a two-thirds vote of the Board,
but shall not be counted in determining the presence of a quorum and shall
not vote.
Section 3. Other Staff. Other staff members shall be selected by the
Executive Director or by persons to whom the Executive Director has
delegated that power, and they shall be employed on such terms as may be
found desirable for furtherance of the purposes of the corporation.
Article V
Indemnification
Section 1. Indemnification. To the extent permitted by law, the
corporation shall pay or reimburse expenses and liabilities incurred by its
officers, directors, and employees as a result of actual or threatened legal
or administrative proceedings related to their service to the corporation,
provided they acted in good faith in the matters giving rise to the
proceedings, reasonably believed their actions to be in the best interests
of the corporation, and did not knowingly violate the law, and further
provided they have given prompt notice of the matters to the corporation and
have given it the opportunity to provide legal counsel and to participate in
resolution of the matters. Expenses and liabilities include, but are not
limited to, costs of legal counsel reasonably incurred or imposed as a
result of actual or threatened proceedings, judgments and fines, and
settlements reasonably entered into, regardless of whether the officer,
director, or employee is still serving the corporation in that capacity at
the time the expenses or liabilities are incurred.
Article VI
Amendment of Articles of Incorporation or Bylaws
Section 1. Amendment. The Articles of Incorporation or these bylaws may
be amended at any regular or special meeting by vote of a majority of the
members of the Board then in office, provided the amendment has been
submitted in writing to all Board members at least 10 days before the
meeting.
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