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Ratified January 10, 2006

Boulder Community Broadcast Association, Inc. dba KGNU Radio

ARTICLE  I
Name, Purposes, and Mission

The name of the Corporation is Boulder Community Broadcast Association, Incorporated, doing business as KGNU.

The Corporation is organized as a private, non-governmental, nonprofit corporation under the laws of the State of Colorado and pursuant to IRS section 501(c)(3) to furnish non-commercial broadcast, content distribution services, high quality educational, cultural, music, news and public affairs programs.

To that end the corporation is empowered, but in no way limited, to obtain and hold appropriate authorizations from the Federal Communications Commission; to construct, operate, and maintain noncommercial educational 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 of otherwise, money and property to be used for these purposes, and to do all other legal activities consistent with these by-laws .

KGNU MISSION STATEMENT

KGNU is an independent, noncommercial community radio station based in Boulder, Colorado. We seek to stimulate, educate, and entertain our audience, to reflect the diversity of the local and world community, and to provide a channel for individuals, groups, issues and music that have been overlooked, suppressed or underrepresented by other media.

KGNU depends on community volunteers, coordinated by paid staff, to produce quality programming. We rely on our audience for financial support. The Board of Directors of the Boulder Community Broadcast Association, Inc., is the licensee and is legally responsible for the conduct of station activities. The Board hires a manager who is responsible for managing the station and hiring other staff. The Board, Staff and Volunteers are committed to collaboration with each other.

The station seeks to expand the listening audience through the excellence of its programming without compromising the principles stated here. 


ARTICLE II
Offices

2.1 Principal Office. The principal office of the Corporation shall be located at 4700 Walnut St., Boulder, Colorado, 80301.
2.2 Other Offices. The Corporation may also have offices at such other places, either within or without the County of Boulder, as the Board of Directors shall determine.

2.3 Registered Office. 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
Board of Directors

3.1 Powers and Duties. The affairs of the Corporation shall be controlled and managed by its Board of Directors, except as otherwise provided in the Colorado Corporation Code or the Articles of Incorporation.


The directors shall manage the business and property; provide for the operation of the broadcast facilities; make decisions of policy; employ, appoint, or remove 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 this corporation necessary to carry out its purposes. Nothing contained herein shall prevent the board from delegating any management responsibility to the Station Manager as the Board may deem appropriate.

The Board of Directors shall elect a Chairperson and one Vice Chairperson or two Co-Chairpersons, a Secretary, and a Treasurer from among its membership as it deems necessary for the conduct of the affairs of the Corporation.

3.2 Composition of the Board. The Board of Directors shall be comprised of no fewer than seven and not more than fifteen people, and the Station Manager, who shall not vote.

3.3 Compensation of Directors. Directors shall be entitled to receive reimbursement of expenses incurred for their services to the board in such amounts and on such terms as the board shall determine from time to time, but shall receive no compensation for serving as members of the board. Nothing contained herein shall preclude a Director from receiving compensation from the corporation for the services rendered to the Corporation in some other capacity.

ARTICLE IV
Nomination and Election of Directors

4.1 Nominations. The Nominating Committee shall prepare the slate of name(s) of proposed Director(s) together with background biographical material, which will be presented at the board meeting at which the candidate(s) will be considered (see section 6.3 Nominating Committee). No more than two candidates will be considered at one meeting.

4.2 Candidate Qualifications. A candidate must attend at least two regularly scheduled board meetings within the previous year, and a KGNU committee meeting of interest to the candidate before the application will be considered at the third board meeting. To qualify for the board a candidate must:

  1. Be a member of KGNU in good standing for one year.

  2. Endorse KGNU’s mission and share the values which it represents

  3. Be able to commit to 12-20 hours per month to KGNU.

  4. Have abilities in communication, listening and working toward group consensus in a way that is respectful of others.

  5. Sign The Board Member Letter of Agreement (see Attachment A) that outlines the duties and responsibilities the candidate shall assume as a board member


4.2.1 Guidelines for Process.
The process is intended to leave both the applicant and the board free to accept or reject each other. Participating in this process in no way presumes that an applicant will join the board.

Applicants attending regularly scheduled board and committee meetings are invited to ask questions, offer their opinions and comment on the proceedings. They are not, however, offered the opportunity to vote.

The Board of Directors of KGNU is committed to nondiscrimination based on sex, race, creed, religion, national origin, color, disability, marital status, sexual orientation and gender variance for the purpose of service, employment, membership or leadership.

4.3 Election. To be elected, a candidate must receive at least two-thirds of the votes cast by secret ballot at the meeting by Directors and by no more than two volunteers who are members of the Nominating Committee. The ballots shall be counted by the Secretary. In order to vote, Directors and volunteers must be present at the meeting. No proxies shall be allowed.

4.4 A Director shall not be eligible for reelection after a second full three year term of office, or six full years, expires. A director who has not attended at least half the meetings of the Board of Directors over the course of the three year term shall not be eligible for reelection to another term, without affirmative action of the Board to waive this requirement.

4.5 Resignation. A Director may resign at any time by giving written notice to the Chairperson of the Board or the Secretary. Any resignation shall take effect at the time notice is 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.

4.6 Removal. A Director may be removed by vote of two-thirds of the full board of directors. The action shall take place at a meeting of the Board of Directors, written notice of fourteen days having been given to all board members that removal of a specified Director shall be an order of business at such a meeting, public notice having been given. No proxies shall be allowed.


ARTICLE V
Meetings and Notices

5.1 Nature and Manner of Calling. Meetings of the Board of Directors shall be called by the Chairperson and may be held at the principle office of the Corporation, or such other place as the Chairperson may from time to time designate, or as may be designated in the notice calling the meetings. All meetings of the Board of Directors shall be open to the public, except when issues of a sensitive personnel or legal nature are being discussed.

5.2 Required Meetings. The board must convene at least five and up to eleven Regular meetings and one Annual Meeting each calendar year.

5.2.1 Regular Meetings. At least five and at most eleven regular meetings shall be held each year, with public notice having been given as to the times and places of such meetings. At least 28 days notice must be given for a regular meeting. All standing committees shall give a report at all regular meetings.

5.2.2 Annual Meetings. There shall be an Annual Meeting of the Board. At the annual meeting the election of Board Officers (see Article VII) shall occur and annual reports by staff members shall be presented. If no public notice is otherwise given, this bylaw shall constitute public notice that the Annual Meeting of the Board shall be on the second Tuesday of November at the principle address of the Corporation. The board may change the time or place of the Annual Meeting by majority vote, however public notice of 28 days is required for any alternative time or place for the Annual Meeting.

5.3 Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairperson or a majority of directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or outside Colorado, as the place for holding any special meeting of the board of directors called by them.

A minimum of five day’s notice shall be given. The agenda of any special meeting shall be limited to that listed in the notice. Public notice must also be given.

5.4 Emergency Meetings. If two-thirds of the Board shall consent in writing to any action to be taken by the Corporation, such action shall be a valid corporate action as though it had been authorized at a regular meeting of the Board of Directors. If the Chairperson or other officer in his/her absence determines that immediate action by the Board of Directors is required in the interest of the Corporation, and that it is impossible to obtain the written consent of the Board prior to the date action is required, he/she may direct that the Board be polled by telephone or e-mail concerning the proposed action, and two-thirds of the board must consent. If a two-thirds of the Board consents to the proposed action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors. In the alternative, the Chairperson may ask the Directors to participate in a meeting of the Board of Directors by means of conference telephone call or any means by which all persons participating in the meeting are able to hear each other. No action shall be taken until the full Board has been notified; written or oral notice of three days having been given. No Board members can be selected or dismissed in this manner. Public notice must be given. For purposes of this section, the definition of public notice shall be amended to require the fulfillment of the definition to the greatest extent possible.

5.5 Failure to Attend Meetings. Any Director who misses three consecutive meetings (not including special meetings) shall receive a letter from the Chairperson requesting reasons for such absences and requesting as to whether the individual wishes to continue his/her service and informing him/her that failure to provide a reasonable justification for the absence may result in dismissal from the Board. At their next meeting following the forwarding of such notice, the Board of Directors shall by two-thirds vote determine the member’s status.

5.6 Quorum. At each meeting of the Board the presence of greater than one-half of the Directors then holding office shall be necessary to constitute a quorum for the transaction of business. The acts of the majority of Directors present shall be the acts of the Board unless otherwise stated in these bylaws.

5.7 Conflict of Interest. No Director shall vote on a matter in which he/she has a conflict of interest. Rulings on a Director’s conflict of interest in any matter pending before the Board shall be made by the Legal Counsel to the Corporation. Where a conflict is possible, the Director shall abstain from voting on the matter in question.

5.8 Procedure. Rules for procedures shall be established by a vote of two-thirds of the Board of Directors present. If the Board fails to adopt a rule covering any point of procedure that may arise, Robert’s Rules of Order will govern.

5.9 Voting. Each Director shall have one vote and may not exercise voting rights by proxy. All matters shall be determined by a majority vote unless otherwise specified herein or required by Board rule.

ARTICLE VI
Committees
6.1 The Board of Directors may from time to time, by resolution, authorize the creation of committees pursuant to procedures which it may from time to time adopt.
6.1.1  All committees shall consist of at least one but not more than three directors; at least one but not more than three staff members; at least two but not more than six volunteers. Some committees may have one to four listener-members.
6.1.2  Committee chairs representing the Board will be appointed by the Board Chair and approved by majority vote of the board; staff members will be chosen by consensus of the staff; volunteers will be chosen by vote of the full committee after attending at least two committee meetings. To be eligible to serve on committees, volunteers must be in good standing at KGNU.
6.1.3  Committee members may be asked to leave by consensus of the rest of the committee, with notice of seven days being given that such an action will be proposed at the next regular meeting.
6.1.4  Committees will meet at regular times, if possible. Times will be posted in a public area of the KGNU studios so that the information is available to anyone who is interested.
6.1.5  4  Except where stated in these bylaws, Aall committee meetings will be open to any member of the KGNU community, and to the public. Times will be posted in a public area at KGNU. Visitors may speak but not vote on issues.
6.1.6  5  Chairpersons of committees need not be board members, but must be approved by the board. Chairpersons shall be chosen by consensus of the committee. 

6.2 Standing Committees. The following committees shall be required.

6.2.1 Executive Committee. The Executive Committee shall be comprised of the officers of the Board and the Station Manager

6.2.2 The Responsibility of the Executive Committee shall include implementing the policies of the Board, and serving as the Personnel Committee. The Executive Committee shall meet prior to every board meeting to determine the agenda. The Committee will meet at other times as the Chair shall determine. The Personnel Committee shall advise the Station Manager on personnel issues and oversee the search for a Station Manager when the position will become vacant.

6.3 Nominating Committee. The Nominating Committee is responsible for the recruitment of new Board members, publicizing openings on the Board, interviewing the candidates, calling applicants? ` references, preparing recommendations regarding which applications merit Board interviews, and recommendations for or against election to the Board and explanation of such recommendations, and preparing a report to the Board. The Nominating Committee is also responsible for canvassing Board members yearly in order to prepare a slate of candidates for officers of the Board. The Committee recommends a full state slate of officers for the coming year and presents the slate at the annual meeting.

6.4 Program Committee. The Station Manager, Music Director, and News and Public Affairs Director will serve on the Program Committee as nonvoting members. The Program Committee is charged with meeting regularly to review KGNU programming in light of the station’s mission and standards; reviewing new programming on KGNU; and reviewing programs that have received complaints from listeners, staff or volunteers. The Program Committee is advisory to the staff members who serve on it.

6.5 Budget Committee. The Budget Committee shall be comprised of the Treasurer of the Board who will serve as chair, the Station Manager, the station’s accountant, and other staff, board members, and volunteers. The Budget Committee is charged with monitoring the station’s budget on at least a quarterly basis and assisting the Station Manager in putting together the Annual budget for approval by the board.

6.6 Promotions and Benefits Oversight Group (PBOG). PBOG shall be made up of the Station Manager, the Development Director, and other members. PBOG is charged with planning, executing and overseeing the station’s benefits and promotional activities.

The primary goal of promotional activities is to promote KGNU by facilitating positive, enjoyable, stimulating events that foster the bonds of the KGNU community and are consistent with the mission of the station. PBOG is commissioned to oversee events in such a way that promotional events do not cost the station money.

     according to these principles:

The secondary goal of promotional events is to raise money for the station.

    (4) Promote good public relations.

    (3) Have a good time.
(1) Fiscal responsibility

    (2) Create events that are consistent with the mission of the station.
6.7 Grievance Committee. The Grievance Committee shall meet only when a grievance is filed by a volunteer in response to his or her suspension or termination. Grievance Committee members shall be selected at the annual meeting. See KGNU Grievance Procedure attached.

ARTICLE VII
Nominations and Elections of Officers

7.1 Number. The officers of the Corporation shall be the Chair, Vice-Chair (or two co-chairs), Secretary, and Treasurer. No two offices may be held by the same person.

7.1.1 If an impasse is reached due to a disagreement between the two co-chairs, the executive committee shall adjudicate the disagreement. If the executive committee fails or declines to resolve the disagreement the issue shall go to the full board and be decided upon by a majority vote of a quorum of the board.

7.2 Election. Officers shall be elected by a quorum of the board at the annual meeting. The term of office of all officers shall expire on the date of the Annual Meeting. Officers may be re-elected pursuant to the procedures herein..

7.3 Removal. Any officer elected by the Corporation may be removed from office by a quorum of the Board.

7.4 Resignation. Any officer of the Corporation may resign from the office at any time by giving written notice of resignation to the Chairperson of the Board or the Secretary. Any such resignation shall take effect at the time specified therein. The acceptance of such resignation shall not be necessary to make it effective.

7.5 Vacancies. If a vacancy should occur by reason of death, resignation, expiration of term on Board, incapacity or removal of an officer, the Board shall be so notified and the Nominating Committee charged with the responsibility of recommending to the Board at the next meeting a replacement officer for the remainder of the term within public notice requirements.

ARTICLE VIII
Duties of Officers

8.1 Chair of the Board. The Chair (hereinafter referred to as "Chair") of the Board (hereinafter referred to as "Chair") shall preside at all meetings of the Board. The Chair has the power to appoint members and the Chairs of committees that may be created from time to time. The Chair shall perform such other duties as may be assigned by the Board. The Chair may be required to sign legal documents on behalf of the corporation.

8.2 Vice-Chair of the Board. The Vice-Chair shall perform the duties of the Chair in case of the Chair’s absence or inability to act. The Vice-Chair may be required to sign legal documents on behalf of the corporation.

8.3 Secretary. The Secretary shall maintain the corporate records, prepare and serve the corporate notices, keep the minutes of all meetings of the Board of Directors, sign such instruments as require the signature of the Secretary, and perform such other duties as from time to time may be assigned by the Board.

8.4 Treasurer. The Treasurer shall oversee the financial books and records of the Corporation. The Treasurer will also serve as the Chair of the Budget Committee, and make an annual report to the Board on the financial health of the organization. The Treasurer may be required to sign legal documents on behalf of the corporation.

8.5 The Station Manager. The Station Manager shall be hired by and report to the Board of Directors. The station manager shall have the responsibility and authority for the day-to-day administration of the business of the station under 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 Corporation. The Station Manager shall serve as an ex-officio (nonvoting) member of the Board of Directors.

ARTICLE IX
Contracts, Loans, Checks, and Bank Accounts


9.1 Contracts. The Board of Directors may authorize by resolution any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. The station manager shall have the authority to enter into contracts on behalf of the corporation. There may be limits on the dollar amount and duration of such contracts; such limits shall be governed by the provisions of the contract between the corporation and the station manager.

9.2 Loans. The Board of Directors 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.

9.3 Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed or endorsed by such Officer(s) or Agent(s) of the Corporation and in such manner as shall be determined by resolution of the Board of Directors
9.4 Deposits and Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors may select. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned, and delivered by any Officer or agent of the Corporation as shall be determined by resolution of the Board of Directors.

9.5 Without the explicit consent of the board, neither the station manager nor any other agent shall have the authority to mortgage, sell or allow claims or leins against real property or broadcast licenses owned by the corporation.


ARTICLE X
Fiscal Year

The Fiscal Year of the Corporation shall begin on the first day in October of each year and shall end on the last day of September of each year.

ARTICLE XI
Annual Audit

The accounts of the Corporation shall be audited annually in accordance with generally accepted auditing standards by an independent certified public accountant; and so long as the station receives funds from the Corporation for Public Broadcasting, the CPA shall also conduct an audit according to specific standards required by CPB. The selection of the auditor shall be by the Treasurer and/or Station Manager, and overall supervision and review of the audit shall be by the Budget Committee. Copies of the reports of such audit, including letters, shall be made available by the Budget Committee to Directors.

Article XII
Indemnification.

12.1 Liability and Indemnification. In the absence of fraud or bad faith, or any action taken in excess of their authority, 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 by reason of being or having been such Director, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for bad faith or intentional misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Director may be entitled under any statute, bylaw, agreement, vote of the Board of Directors, or otherwise.

12.2 Insurance. The Corporation may purchase and maintain on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation, comprehensive all-risk liability, including Director’s insurance and libel and slander insurance and other such form of insurance as the Directors shall determine. The Executive Committee and staff shall review insurance coverage annually.

Article XIII
Community Advisory Board

13.1 Creation and Appointments. There shall be a Community Advisory Board as required under Section 396(k)(9) of the Public Telecommunications Act of 1978. The Community Advisory Board shall be appointed by and report to the Board of Directors of the Boulder Community Broadcast Association, Inc.; and the members shall be chosen without regard to race, creed, color, national origin, age, sex, marital status, or sexual preference. Announcements for appointments to the Advisory Board shall be made on an annual basis.

The Advisory Board shall be open to all members of the community. There shall be a limit of thirty persons on the Advisory Board. The Board of Directors may appoint a Chairperson and other persons to serve in various capacities to fulfill the obligations of the Advisory Board. No individual member of the public or representative of any particular organization or group has a legal right to membership on the Advisory Board.

13.2 Functions of the Advisory Board. The Advisory Board shall submit an annual report to the Board of Directors that addresses the following four tasks mandated by the Public Telecommunications Act of 1978:
    (1) Review programming goals established by the station.
    (2) Review the service provided by the station.
    (3) Review significant policy decisions made by the station.
    (4) Advise the Board of Directors as to whether the station is addressing the specialized educational and cultural needs of the community served by the station.
No recommendations by the Advisory Board are required to be implemented.

ARTICLE XIV
Amendment of Bylaws and Mission Statement

These bylaws may be amended at a regularly scheduled meeting of the Board of Directors by a vote of not less than two-thirds of the full Board of Directors, public notice of changes having been given not less than twenty eight days prior to the meeting. The full text of the proposed changes shall be publicly posted at the station during the entire public notice period.

Because the mission is at the heart of KGNU’s activities, changes to the mission statement require ample opportunity for consideration and input from volunteers and members. The process to change the mission statement requires the following steps:

(1) Public notice shall be given that a discussion of the proposed change shall occur at a regularly scheduled board meeting. This meeting shall include a reading of the current and proposed mission statements and a discussion of the implications of changing the mission.

(2) If the board agrees to continue the process by a simple majority vote, then a subsequent vote on changing the mission statement will be held at the next regularly scheduled board meeting. Public notice of twenty eight days shall be given that there will be a vote to change the mission. The public notice will specifically invite volunteers and inform them that they shall be able to vote on any change to the mission.

(3) A change in the mission statement shall require a vote of two-thirds of the full Board of Directors and a majority vote of all volunteers and staff in attendance.

Article XV
Recall of the Board

Board Recall Process- In order to assure that the Board of Directors is at all times required to act consistently with the mission of KGNU as defined by these By-Laws, and to further ensure that the Board on its own cannot change that mission, the following recall procedure is adopted:
15.1 Any member of KGNU, excluding staff, may initiate a petition of no confidence naming the entire Board in the form attached as Exhibit _C. Upon collection of no less than 15% of the station’s membership, the petition shall be submitted to the Board Secretary for verification and confirmation of each signatory. One signature per natural person shall be counted. Members must have been current for at least one year; and all signatures must be collected within ninety days. Petition validation shall occur within thirty days. If there are a sufficient number of valid signatures, a Board recall election shall be held in which the field of candidates shall consist of all current Board members, excluding the Station Manager, and qualified replacement candidates. A qualified replacement candidate must be a current member who has been a member for at least one year. An exception is made to Section 4.4 in which replacement candidates may have served two previous terms on the Board.

From this group of qualified candidates, the seven receiving the most votes will serve as the Interim Board. Eligible votes in the Board recall election shall be limited to one vote per membership, not to exceed one vote per person, and the membership must be at least one year old. A designated oversight organization shall design the ballot; mail a ballot to each membership; write announcements to be broadcast by the station about the recall election; and plan, announce, and facilitate at least one public meeting where all candidates will be invited to present their positions. The recall election shall be held within sixty days of the validation of the no-confidence petition. Public notice of the recall election and of public meetings pertaining to the recall election shall be given.

The Interim Board shall serve for a term of one year. It shall meet within one week of the completion of the recall vote; the old Board will be dissolved at that time. The Interim Board shall meet monthly. The Interim Board shall reconstitute the Nominating Committee during its first meeting. It shall be the responsibility of the new Nominating Committee to submit enough new Board applications to allow a new Board to be in place at the end of the Interim Board’s term. (see Section 3.2.)

The designated oversight organization shall provide independent verification of the no-confidence petition and of the recall election. First choice shall be the Rocky Mountain Peace and Justice Center. Second choice shall be Community Resource Center in Denver.  If neither of these are willing or able to serve then the petition initiator and current board shall choose a suitable non-profit with a mission focusing on conflict resolution. The designated organization may be paid such fees as are reasonable and appropriate for their services. 

15.2 No bylaw may be deleted, modified, or added during a period beginning with the presentation of a petition for recall and ending when either the recall petition has been declared invalid, or when the Interim Board is seated following the validation of a recall petition and the holding of a Board recall election. 

DEFINITIONS

Public notice: Unless otherwise specified, public notice shall begin one week before the event and shall consist of  (1) a posting on the station website, (2) broadcast twice a day during regular business hours for one week, (3) e-mail to volunteers, and (4) posting on station bulletin boards.

KGNU Member: Any person who is current in their membership dues and has been for the prior twelve months.

KGNU Volunteer: Any person who has made a contribution of service to the station, without compensation, that is recognized by the station staff.

Legal Counsel: The person designated by the Board to advise and represent the station in legal matters.