NOTICE TO MEMBERS OF THE LEHIGH VALLEY COMMUNITY BROADCASTERS ASSOCIATION, INC.
The following are the proposed amendments to the By-Laws of the Lehigh Valley Community Broadcasters, Inc., owner of the license for WDIY-FM, that have been approved by the LVCBA Board of Directors for upcoming membership voting approval at the membership meeting on Monday, November 19, 2018.
In general, the amendments newly define membership into two categories: Participating Members (who provide volunteer service time to LVCBA) and Contributing Members (those who have only made monetary donations to LVCBA). The former may vote on certain “Fundamental Corporate Changes”, such as sale or merger of WDIY, while the latter may not. (Participating Members may also be Contributing Members). Contributing Members will continue to have the current benefits, such as station communications, member discounts, and promotions.
For Fundamental Corporate Changes to take effect, a ¾ vote of both Participating Members (at a special meeting with 30 days advance notice) and of the Board of Directors would be required.
Certain other minor related changes are included in these proposed ByLaws amendments.
These amendments have been approved by the Board of Directors and will require a majority vote of those members attending the November 19 member meeting.
LVCBA Board of Directors
____________________________________________
Proposed amended "Article XI - Membership" of the By-Laws
Click here to download a copy of the current LVCBA By-Laws.
1. The Association shall have two classes of membership: Participating Members and Contributing Members. A member who qualifies for both classes of membership shall enjoy the rights and privileges of both.
2. Participating Members shall be those persons who contribute the required minimum amount of volunteer service to the Association as defined in these Bylaws.
- Service Requirement. The required minimum amount of service for a Participating Member shall be a total of twelve (12) hours of volunteer work on behalf of the Corporation within any consecutive twelve-month period.
- Approval of Membership. The Board or a designated committee of the Board shall annually approve a person's participating membership upon completion of the Service Requirement.
- Term of Membership. The term of a Participating Member shall extend for twelve (12) months beginning with the first day of the month during which their membership was approved. Memberships are self-renewing as long as the member continues to fulfill the Service Requirement but can be terminated at any time without cause by the Board.
- Privileges. Participating Members shall be entitled to: receive training in broadcast skills, to serve as hosts and producers of radio programs, and to engage in committee work and other support activities deemed necessary to the Association’s purposes, to receive regular communications regarding the Association’s programming and general activities, and to receive materials, discounts, and other incentives offered in recognition of their volunteer contributions.
- Membership Representatives. Participating Members shall have the right to elect two (2) Membership Representatives to two-year terms on the Board of Directors. Membership Representatives shall have the same powers and privileges as other directors with additional responsibility for advocating for the interests of Participating Members. Membership Representatives shall be elected on alternating years at the Association’s Annual Membership Meeting. The term of service of a Membership Representative begins on the first day of the month following this meeting.
- Additional Voting Powers. Participating Members shall have the right to vote on amendments to or repeal of these Bylaws, as defined in Article XIV - Amendments, Section 2.
- Membership Meetings. Participating Members shall be entitled to meet at least two (2) times per year in addition to the Annual Meeting. These meetings shall be scheduled and supervised by the Membership Representatives. The purpose of said meetings shall be to provide training in broadcast and general support skills, as well as to discuss matters relevant to the interests of the Corporation.
- Annual Meeting. Participating Members shall be entitled to hold an annual meeting for the purpose of electing a Membership Representative to succeed the representative whose term is expiring. The President of the Corporation shall preside at the meeting or may delegate this responsibility to the Membership Representative whose term will continue for another year. Members in good standing shall be notified of the date and time of the Annual Meeting within thirty (30) days in advance.
3. Contributing Memberships shall be those persons who make a monetary contribution to the Corporation.
- Contribution Levels. The minimum contribution for persons to qualify as Contributing Members shall be set by the Board of Directors. Additional contribution levels of greater amounts, including the terms of payment, may be set by the Board or Staff.
- Term of Membership. Contributing Members shall be entitled to serve for a term of twelve (12) months, beginning with the first day of the month when their contribution was accepted. Contributing Members may resign their memberships at any time, but no member shall be entitled to any refund of their contribution to the Corporation.
- Privileges. Contributing Members shall have no voting power as such under these By-Laws but shall be entitled to receive regular communications regarding the Association’s programming and general activities, and to receive materials, discounts, and other incentives offered in recognition of their monetary contributions.
* * *
Proposed amended "Article XIV - Amendments" of the By-Laws:
1. These By-Laws may be amended or repealed, except as set forth in Section 2 below, at any regular meeting of the Board of Directors or at any special meeting, provide that written notice of the full text of the proposed amendment(s) or repeal shall have been given to each member of the Board of Directors at least thirty (30) days prior to any vote thereon. Notice is effective upon mailing or handing to the addressee. Amendments or repeal under this paragraph shall require a two-thirds (2/3) affirmative vote of the Board of Directors present at such meeting.
2. However, an amendment or repeal regarding or respecting any of the following Fundamental Corporate Changes shall require that written notice of the full text of the proposed amendment or repeal be given to each member of the Board of Directors and also to each Participating Member at least one hundred twenty (120) days prior to any vote thereon. These Fundamental Corporate Changes are:
(a) Dissolution of the Corporation,
(b) Transfer of substantial assets of the Corporation to another entity or person,
(c) Sale, lease or other transfer of the broadcast license of the Corporation,
(d) Merger of the Corporation with another entity,
(e) Joint operation of the business of the Corporation with another entity,
(f) Change of location of the studio, offices or transmitter of the Corporation outside of Lehigh and Northampton counties,
(g) Change in the authorized number of the Directors of the Corporation,
(h) Any amendment to or repeal of Article XI - Membership of these By-Laws,
(i) Change of the purpose of the Corporation as stated in Article IV of these By-Laws.
Amendments or repeal under this paragraph shall only be enacted by:
-- an affirmative vote of three-quarters (3/4) of the entire authorized members of the Board of Directors, together with
-- an affirmative vote of three-quarters (3/4) of those Participating Members who shall attend in-person and vote at a special meeting of the Participating Members that has been scheduled by call of the Board of Directors at a convenient date, time and place and after the written notice required by this paragraph has been provided.
An affirmative vote of only the Board of Directors or of only the ParticipatingMembers shall not be sufficient to amend or repeal these By-Laws regarding or respecting any of the Fundamental Corporate Changes listed in this paragraph.
* * *
Proposed miscellaneous amendments to the By-Laws:
to "Article VI - Board of Directors", paragraph 2(a): change "members" to "Participating Members or Contributing Members".
to "Article VI - Board of Directors", paragraph 2(b): delete "General Membership", replace with "Participating Members"; change "Article XI - General Membership" to "Article XI - Membership".
to "Article VII - Annual Meeting and Election", paragraph 2(a): change "General Membership" to "Participating Members".
to "Article X - Advisory Board": change "members" to "persons".
to "Article IX - Committees", paragraph 5: change "membership at large" to "Participating Members or Contributing Members".
______________________________________
CURRENT BYLAWS:
The current bylaws of the LVCBA are provided here in full for your reference.
A PDF copy can be downloaded here.
ARTICLE I – NAME
1. The name of the Corporation is Lehigh Valley
Community Broadcasters Association, Inc.
ARTICLE II - PRINCIPAL OFFICE AND RADIO
SERVICE AREAS
1. The principal office of the Corporation shall be located
At 301 Broadway, Bethlehem, PA 18015. This office
will serve as it primary physical headquarters. Any
future location(s) of these headquarters must remain
within 25 miles of the cities of license for a) all radio
stations currently on-air and licensed to the LVCBA
and b) for pending applications for new radio stations
which the LVCBA subsequently submits to the FCC.
This ensures continued compliance with FCC Form
340, Section 4 section governing Established Local
Applicants.
2. Radio Service Areas. The areas of service for any
currently owned and operated NCE (non commercial
educational) radio stations and non fill-in translators
as well as any future applications for NCE radio
stations and translators must not overlap their
principle coverage areas. This requirement along with
Article VI, 2(c) ensures compliance with the Diversity
of Ownership criteria specified by FCC Form 340,
Section IV.
ARTICLE III – SEAL
1. The seal of the Corporation shall be in the form of
a circle and shall bear the name of the Corporation, the
Year of its incorporation and the name of the
Commonwealth of Pennsylvania.
ARTICLE IV – PURPOSES
1. The purposes of the Corporation shall be:
(a) To operate WDIY-FM as a community-run public
radio station.
(b) To serve the interests of listeners by broadcasting
material not otherwise readily available to the local
community.
(c) To promote community access to and involvement in
public radio by incorporating community volunteers
in the station's production, broadcast, and support
activities.
(d) To provide a platform for the local arts, a forum for
ideas and issues, a conduit for the communication of
information, and a venue for multicultural exposure
through the broadcast of quality music and
information programs.
(e) To augment local programming with nationally
distributed news and music programs.
ARTICLE V – FUNDING
1. The Corporation shall solicit and receive donations,
program underwriting grants, and other contributions
for the aforementioned purposes.
ARTICLE VI - BOARD OF DIRECTORS
1. Powers. The affairs of the Corporation shall be conducted
by a Board of Directors which shall exercise all of
the power and authority of the Corporation except as
such authority may be limited by the Articles of
Incorporation or by these By-Laws. These powers
shall include but not be limited to the establishment
of policies and budgets, the hiring of paid staff, and
overseeing the development and operation of the
radio station.
2. Size, Membership & Eligibility. The Board of Directors
shall consist of not less than ten (10), nor more than
twenty-five (25) members as determined by the
Board.
(a) Directors shall be drawn from the local community
and must qualify as members of the Association.
(b) The Board shall include two (2) Association members
elected by the General Membership as described in
Article XI - General Membership.
(c) Eligibility. No director may have ownership in any
radio station(s) which has overlapping principal
community contour as identified in 47 C.F.R Section
73.7003(b)(2). This requirement along with Article
II, 2 ensures compliance with the Diversity of
Ownership criteria specified by FCC Form 340,
Section IV.
3. Board Meetings. Meetings of the Board shall be held at
least four (4) times a year at a time and place to be
determined by the Board, President, or Executive
Committee upon written notice not less than three (3)
days prior to any regular or special meeting.
4. Quorum. The majority of the entire Board of Directors
shall constitute a quorum for the transaction of
business. The vote of a majority of the Board present
at any duly constituted meeting shall be sufficient to
take any action unless otherwise limited by the
Articles of Incorporation or by these By-Laws.
ARTICLE VII - ANNUAL MEETING AND ELECTION
1. Annual Meeting of the Corporation. The Board of
Directors shall hold an Annual Meeting which shall
take place each year at a date and place established
by the Board. Such meeting shall be held for the
purpose of the election of Directors and Officers and
the consideration of any other business which may
properly be brought before it. Written notice of such
meeting shall be given to each member of the Board
not less than five (5) days prior to the date of such
meeting.
2. Elections and Installation. The election of new Directors,
re-election of current Directors nominated to
continue on the Board, and election of Officers shall
be held at the Annual Meeting of the Corporation.
(a) A majority of the Board shall be required for election
of said Directors and Officers, with the exception of
the two (2) Directors elected by the General
Membership, who shall automatically be installed
with other new Directors as members of the Board.
(b) The election of Officers shall follow the installation
of Directors at the Annual Meeting.
3. Terms. Each Director shall serve a term of two (2) years or
until a successor is chosen and qualifies. The term of
office shall run from the date of the Annual Meeting
during which the Director is installed.
4. Vacancies. Any interim vacancies occurring on the Board,
with the exception of those relating to Membership
Representatives, may be appointed by the President
pursuant to a majority vote of the Board at a regular
or special meeting. Directors elected to fill such
vacancies shall serve until the next Annual Meeting.
5. Removal. Any Director or Officer may be removed
without cause by a two-thirds vote at any regular or
special meeting provided written notice is given to all
members of the Board within five (5) days of such
meeting.
ARTICLE VIII – OFFICERS
1. Officers. The Officers of the Corporation shall consist of a
President, a Vice President, a Secretary, a Treasurer,
and such officers, assistant officers and agents, as
may be deemed necessary by the Board of Directors.
2. Terms and Vacancies. Officers shall serve for a term of
one (1) year or until their successors are elected and
shall qualify. In the case of any vacancy in any office
of the Corporation, a successor shall be elected by a
majority vote of the Board to complete the term of
said Officer.
3. President. The President shall preside at all meetings of
the Board of Directors and the Executive Committee
and shall see that all orders and resolutions of the
Board are carried into effect. The President shall
execute the corporate name on all authorized deeds,
mortgages, bonds, contracts, or other instruments,
except in cases in which the signing or execution
thereof shall be expressly delegated by the Board of
Directors to other officers or agents of the
Corporation. The President additionally shall have
the power and authority to perform all other duties
usually incident to such office.
4. Vice President. The Vice President in the absence or
disability of the President shall perform the duties
and exercise the powers of the President and shall
perform such other duties as the Board of Directors
shall prescribe.
5. Secretary. The Secretary shall attend all meetings of the
Board of Directors and the Executive Committee, and
record votes and minutes of all meetings in a book to
be kept for that purpose. The Secretary shall keep in
safe custody the seal of the Corporation, and, when
authorized by the Board of Directors, affix the seal to
any instrument requiring it, and, when so affixed, it
shall be attested by his or her signature.
6. Treasurer. The Treasurer shall have custody of the
corporate funds and securities, and shall keep full
and accurate accounts of receipts and disbursements
in books belonging to the Corporation, and shall
deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such
depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and
shall render an account of all transactions and the
financial condition of the Corporation whenever
called upon to do so. If required by the Board, the
Treasurer shall give the Corporation a bond in such
form and penalty, and with such surety or sureties, as
the Board may prescribe.
ARTICLE IX – COMMITTEES
1. Executive Committee. The President, Vice President,
Secretary, Treasurer, and any other officer or agent
designated by the Board shall serve as the Executive
Committee. The designation of such Executive
Committee, and the delegation of the authority
hereinabove granted shall not operate to relieve the
Board of Directors or any member thereof of any
responsibilities imposed by law. No member of the
Executive Committee shall continue to be a member
thereof after ceasing to be a Director of the
Corporation.
2. Powers. During intervals between meetings of the Board
of Directors, and subject to such limitations as may
be required by law, these By-Laws, or by resolution
of the Board, the Executive Committee shall have
and may exercise all authority of the Board in the
management of the Corporation.
(a) Written Approval. Any action required or permitted
to be taken at any meeting of the Board of Directors
may be taken by the Executive Committee provided
that written consent to such action be signed by all
members of the Board at its next meeting. Such
written consent shall be filed with the Minutes of the
Executive Committee meeting relevant to said
actions.
3. Meetings. Meetings of the Executive Committee may be
held at any time and at any place as may be
determined by the Executive Committee upon the
giving of informal notice not later than two (2) days
preceding the date of the meeting.
4. Quorum of the Executive Committee. A majority of the
entire Executive Committee shall be necessary to
constitute a quorum for the transaction of any
business.
5. Standing and Special Committees. The Board of Directors
may appoint various committees to perform functions
deemed necessary to the operation of the
Corporation. Committee Chairpersons and members
shall be appointed from amongst the Board or the
membership-at-large and shall serve for a length of
time to be determined by the Board.
ARTICLE X - ADVISORY BOARD
1. An Advisory Board of concerned citizens may be
appointed by the Board of Directors to provide
advice and resources to the Corporation. The
Advisory Board may consist of as many members as
is deemed necessary. Advisory Board members shall
be appointed by a majority vote of the Board of
Directors and shall serve until their resignation or
removal.
ARTICLE XI - GENERAL MEMBERSHIP
1. Membership in the Association shall be open to any person
twelve (12) years of age or older who makes a
contribution to the Corporation in terms of funding or
volunteer support activities at a level set by the
Board. Said memberships shall be subject to the
approval of the Board of Directors and shall be
considered valid for one (1) year following the date
of approval.
2. Privileges of Membership. Members shall be entitled
to elect two (2) Representatives to the Board of
Directors. Qualified members also shall be entitled
to training in broadcast skills, participation in the
production of broadcast programs, and involvement
in committee work and other volunteer activities
subject to policies and regulations established by the
Board.
3. Annual Membership Meeting. Members shall hold an
annual meeting not less than thirty (30) days prior to
the Corporation's Annual Meeting. The President of
the Corporation shall preside over the Annual
Membership Meeting.
(a) Purpose. The purpose of the Annual Membership
Meeting shall be to elect Representatives to the
Board of Directors and to conduct other business
deemed necessary to the operation of the
Corporation.
4. Elections. Membership Representatives to the Board
Shall be elected at the Annual Membership Meeting by
A majority of those present and qualified to vote.
(a) Terms. Membership Representatives to the Board
shall serve a term of two (2) years beginning with
date of the Annual Meeting during which the
Director is installed.
(b) Powers. Directors elected to represent the
Membership shall have the same powers and
privileges as other Board members.
(c) Vacancies. In cases where a Membership
Representative has resigned or been removed, the
Membership may elect a replacement to complete the
term of said Director.
5. Regular Membership Meetings. Members shall hold
formal meetings to plan and conduct activities
relevant to the purposes of the Corporation. Such
meetings shall be held at a time and place determined
by the Board of Directors and shall be presided over
by a person designated by the Board. A simple
majority vote of those members present at said
meetings shall be required to pass motions.
6. Removal of Members. Any member of the Corporation
may be removed from the membership rolls without
cause by a two-thirds majority vote of the Board of
Directors.
ARTICLE XII - PROFESSIONAL STAFF
1. Hiring. The Board of Directors may hire paid, professional
staff to manage and operate the Corporation's radio
station.
2. Duties. Paid staff members shall adhere to and enforce all
policies established by the Board of Directors and
shall perform all duties deemed necessary to
operating the station.
ARTICLE XIII - FISCAL OPERATIONS
1. The fiscal year of the Corporation shall begin on July 1 of
each year and end June 30 of the following year.
2. All contracts and agreements, and all checks, drafts, notes,
bonds, bills of exchange, and orders for payment of
money, shall, unless otherwise required by law or
permitted by these By-Laws, be signed by such
officer or officers as the Board of Directors may from
time to time designate.
3. Correct and complete books and records of accounts and
transactions and minutes of the proceedings of the
Board of Directors shall be kept by the Corporation.
The President of the Corporation shall cause to be
prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet
and financial statement of operations for the
preceding fiscal year, which shall be submitted at the
July meeting of the Board and filed within twenty
(20) days thereafter with the Secretary of the
Corporation.
ARTICLE XIV – AMENDMENTS
1. These By-Laws may be amended or repealed at any regular
meeting of the Board of Directors, or at any special
meeting, provided that notice of the proposed
amendment or repeal be given in writing to each
member of the Board thirty (30) days in advance of
said meeting. Amendments or repeal shall be made
by the affirmative vote of two-thirds of the Board
present at such meeting.
ARTICLE XV – INDEMNIFICATION
1. The Corporation shall indemnify each person who is
or was a director, officer, employee or member of the
Corporation, or of any other Corporation which he or
she served as such at the request of the Corporation,
against any and all liability and reasonable expense
that may be incurred by him or her in connection with
or resulting from any claim, action, suit or
proceeding (whether brought by or in the right of the
Corporation or such other Corporation or otherwise),
civil or criminal, or in connection with an appeal
relating thereto, in which he or she may become
involved, as a party or otherwise, by reason of his or
her being or having been a director, officer, employee
or member of the Corporation or of such other
Corporation, or by reason of any past or future action
taken or not taken in his or her capacity as such
director, officer, employee or member, whether or not
he or she continues to be such at the time such
liability or expense is incurred, provided such person
acted, in good faith, in what he or she reasonably
believed to be the best interests of the Corporation or
such other Corporation, as the case may be, and, in
addition, in any criminal action or proceeding, where
he or she had no reasonable cause to believe that his
or her conduct was unlawful. As used in this Article,
the terms "liability" and "expense" shall include, but
shall not be limited to, counsel fees and
disbursements and amount of judgments, fines, or
penalties against, and amounts paid in settlement by a
director, officer, employee or member, other than
amounts paid to the Corporation itself or to such
other Corporation served at the Corporation's request.
The termination of any claim, action, suit, or
proceeding, civil or criminal, by judgment, settlement
(whether with or without court approval) or
conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a
presumption that a director, officer, employee or
member did not meet the standards of conduct set
forth in the first sentence of the Article, except where
there shall have been a judgment rendered
specifically finding that the action or conduct of such
director, officer, employee or member constituted
negligence or misconduct.
Any such director, officer, employee or member
referred to in this Article who has been wholly
successful, on the merits or otherwise, with respect to
any claim, action, suit or proceeding of the character
described herein shall be entitled to indemnification
as of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be
made at the discretion of the Corporation, but only if
(1) the Board, acting by a quorum consisting of
directors who are not parties to (or who have been
wholly successful with respect to) such claim, action,
suit, or proceeding, shall find that the director,
officer, employee or member has met the standards of
conduct set forth in the first sentence of this Article,
or (2) independent legal counsel (who may be the
regular counsel of the Corporation) shall deliver to it
his or her written advice that, in his or her opinion,
such director, officer, employee or member has met
such standards. Expenses incurred with respect to
any such claim, action, suit or proceeding may be
advanced by the Corporation prior to the final
disposition thereof upon receipt of an undertaking by
or on behalf of the recipient to repay such amount
unless it shall ultimately be determined that he or she
is entitled to indemnification under this Article. The
rights of indemnification provided in this Article
shall be in addition to any rights to which any person
concerned may otherwise be entitled by contract or as
a matter of law, and shall inure to the benefit of the
heirs, executors, and administrators of any such
person.