THE UNIVERSITY: STATION ALLIANCE, INC.
Name and Object
Section 1. Name. The name of this corporation shall be “THE UNIVERSITY: STATION ALLIANCE, INC.”
Section 1. Board of Directors. The general policy oversight of the corporation shall be under the control of a Board of Directors, who shall be elected by ballot. Each director shall hold office until the director’s successor shall be elected and qualified. In the case of death, resignation or incapacity of a director, a new director shall be elected by the remaining directors to fill the unexpired term. Any director may resign at any time upon written notice addressed to the Board of Directors and mailed or personally delivered to the principal office of the corporation. The Board of Directors, by the affirmative vote of a majority of the entire Board of Directors, may remove a director for cause. The term “cause” shall be deemed to include the unexcused failure of a director to attend three (3) duly convened meetings of the Board of Directors in succession.
Section 2. Number of Directors. The Number of directors shall be no fewer than nine (9).
Section 3. Compensation of Directors. The directors shall not receive any compensation for their services as such, but the board may authorize reimbursement of expenses incurred in the performances of their duties. Nothing herein shall preclude a director from serving the corporation in any other capacity including that of staff member and receiving compensation for such services.
Section 4. Election of Directors. The Board of Directors, at its option, may conduct the election of new directors at the annual or a special meeting of the board.
Section 5. Terms of Office. The regular term of office for a director shall be three (3) years. Each director shall hold office until his or her successor has been elected and shall qualify. Directors may serve an indefinite number of terms of office.
Section 6. Officers. The officers of the corporation shall consist of an Executive Director, President, Vice President, Secretary and Treasurer. There shall also be such other officers as may be determined from time to time by the Board of Directors.
Section 7. Election of Offices. The President, Executive Director, Vice President, Secretary, and Treasurer of the corporation shall be elected by the Board of Directors at its annual meeting and shall continue in office until the next election. If any such officer resigns prior to such next election, the Board of Directors shall promptly elect a successor. The officers of the corporation shall hold office until their successors are chosen and qualify or until such officers resign or are removed by the Board of Directors subject to the terms of any employment contract. Any officer elected or appointed by the Board of directors may be removed at any time for just cause by the Board of Directors. Any officer may resign at any time upon written notice addressed to the Board of Directors and mailed or personally delivered to the principal office of the corporation. Any vacancy occurring in any office of the corporation shall be filled by or in the manner prescribed by the Board of Directors.
Section 8. Salaries of Officers. The Board of Directors shall fix the compensation for the officers of the corporation in consideration of their services.
Section 9. Officers’ Bond. Individual corporate officers shall be bonded in favor of the corporation in such amount as the Board of Directors shall determined.
Section 10. Duties of the Officers and Removal.
a. President and Executive Director. The President shall preside at all meetings of the board and shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence or inability to act of the President, the Executive Director shall perform the duties of the President, and when so acting shall have the powers of the President. The Executive Director shall be the chief executive and operating officer of the corporation and shall have general and active management of its properties, affairs and business, subject to the overall guidance of the Board of Directors, the provisions of the Articles of Incorporation and these By-Laws. The Executive Director shall have such other powers and duties as the Board of Directors may from time to time prescribe, and may appoint an appropriate staff to assist him or her.
b. Vice President. The Vice President shall have such powers and duties as the Board of Directors and the President may from time to time prescribe.
c. Secretary. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings in a book to be kept for that purpose and shall perform like duties for committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and, the chair, under whose supervision he or she shall act.
The Secretary shall have custody of such books and records as the Board of Directors may direct and of the corporate seal of the corporation. The Secretary and Executive Director shall have authority to affix the corporate seal to any instrument requiring it and, when so affixed, it may be attested by his or her signature. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. In the case of absence or disability of the Secretary, the President shall appoint a Secretary pro tempore.
d. Treasurer. The Treasurer shall have custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designed by the Board of Directors, shall disburse such funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the corporation and shall have such other powers and duties as the Board of Directors or the President may from time to time prescribe. One or more assistant Treasurers may be appointed by the Board of Directors to assist the treasurer in the conduct of the corporation’s financial affairs.
Section 12. Removal. The President, Executive Director or any other corporate officer may be removed, at anytime, by a two-thirds vote of the duly constituted Board of Directors acting with a quorum present.
Contracts, Loans, Checks, Bank Accounts, and Grants
Section 1. Contracts. The Board of Directors may authorize the Executive Director or any other officer or agent of the corporation to execute contracts in the name and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. The Board of Directors may specifically authorize any two officers to borrow funds in the name of and on behalf of the corporation from any bank, trust company or other entity, to execute and deliver promissory notes or other evidences of indebtedness of the corporation and to mortgage, pledge, hypothecate or transfer any property of the corporation as security for such borrowing.
Section 3. Checks and Drafts. All checks, drafts and orders for the payment of money and other such instruments issued or to the corporation shall be signed or endorsed by the President, Executive Director or the Treasurer or such officer or officers, agent or agents of the corporation and in such manner as the Board of Directors shall determine from time to time.
Section 4. Deposits and Accounts. All funds of the corporation shall be deposited from time to time in such depositories, including but not limited to banks and trust companies, or invested in such obligations, including but not limited to treasury bills, bank certificates or deposit and commercial paper as the Board of Directors may determine, or as may be selected by any officer or officers, or agent or agents of the corporation to whom such power may from time to time be delegated by the Board of Directors.
Section 5. Grants. Grants from foundations, agencies and other sources shall be expended in accordance with the terms of such grants.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the name of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonable believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that no indemnification shall be made hereunder in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person (a) did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, (b) was guilty of negligence or misconduct in the performance of his or her duty to the corporation, or (c) with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in his article.
Section 3. The Board of Directors may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, against any liability incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would be required to indemnify him or her against such liability under the provisions of the Article.
Section 1. The seal of this corporation shall be as follows: two circles, one within the other, and between the circumferences of the outer and inner circles the words “THE UNIVERSITY: STATION ALLIANCE, INC.” and within the inner circle the words “Corporate Seal, 2000, District of Columbia.”
Section 1. Committees. The Board of Directors may, by resolution passed by the affirmative vote of a majority of the entire Board of Directors, designate such standing, special or other committees as it deems necessary and appropriate. Each such committee is to consist of one or more directors of the corporation, and such other persons as are provided for by the Board in establishing the particular committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 2. Nominating Committee. The President of the Board of Directors shall appoint a nominating committee of at least three (3) directors at least ninety (90) days prior to the election of directors to replace those whose terms are expiring. The nominating committee shall nominate such number of candidates for directors as shall be the number of directors
to be elected. In making such nominations, the nominating committee shall seek qualified and experienced candidates.
Section 3. Annual Review. Each standing committee shall be reviewed by the Board of Directors each year, prior to approval of the corporation’s budget for the next fiscal year. Each such committee must be re-approved upon such review, or shall expire upon the expiration of the fiscal year.
Section 1. Annual Meeting. The annual meeting of the corporation Board of Directors shall be set to coincide with one of the public radio system’s larger meetings, which shall be determined by the Board of Directors. Written notice of such meeting shall be sent to each board member at least sixty (60) days prior thereto. The agenda for the annual meeting shall be determined by the Board.
Section 2. Special Meetings. Special meetings of the Board may be called by the President, with the consent of the Board, or upon call of a majority of the Board of Directors. The time and place of such meetings shall be determined by the Board of Directors.
Section 3. Conference Telephone or Other Communications. One or more directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment which permits all persons participating in the meeting to hear and speak with each other. Participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
Section 4. Quorum. At all meetings of the Board of Directors and of all committees, a quorum shall consist of a majority of the duly constituted members thereof. If a quorum is not present at any such meeting, the meeting may be adjourned from time to time, without notice other than announcement at the meetings, until a quorum shall be present.
Section 5. Voting by Directors without Meeting. Except as otherwise expressly provided by the Articles of Incorporation, any action of the Board of Directors required or permitted to be taken at a meeting thereof may, when authorized by the President, be taken without a meeting; provided that notice of such proposed action shall first be mailed to all
directors; and provided further that two-thirds of the whole Board shall vote in favor of such action.
Section 6. Notice. Whenever notice is required to be given to directors, such notice shall be given by mail, postage prepaid, addressed to the director at the last known place of residence or business as the same shall appear upon the books of the corporation. Notice of any meeting of Board of Directors may be waived by any member or director if such waiver is signed by the director.
Section 1. Budget. Prior to the annual meeting the Executive Director shall prepare a proposed budget for the following fiscal year.
Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and end on December 31 of the same year.
Section 2. Audit and Annual Report. The Reports of the Treasurer shall be audited at the close of each fiscal year, and at such other times as the Board of Directors shall direct, by a certified public accountant. In addition, the Executive Director shall prepare a written annual report to the Board of Directors.
The funds of the Corporation shall be used only to accomplish the purposes set forth in the Corporate Articles of
Incorporation and no part of said funds shall inure or be distributed to the Directors of the Corporation. On dissolution of the Corporation, any funds remaining shall be distributed to one or more regularly organized an qualified educational, scientific, charitable or philanthropic organizations to be selected by the Board of Directors.
Section 1. These By-Laws may be amended by a vote of two-thirds (2/3) of the Board of Directors voting at any annual, regular or special meeting.
Where appropriate in these By-Laws, words used in the singular shall include the plural, and words in the masculine shall include the feminine and neuter.