University Station Alliance

Linking public broadcasting stations and their university partners since 2001

Sample- Constitution of Friends of XXX

CONSTITUTION FRIENDS OF XXXX
A non-profit corporation under the laws of
the State of [XXXX]

Example

CONSTITUTION FRIENDS OF XXXX

ARTICLE ONE – Name

The name of this [XXXX] non-profit corporation is: Friends of XXXX.

ARTICLE TWO – Principal Office

The principal office of Friends of XXXX is: The [XXXX] State University, Center for Tomorrow, Yes Road, [Your Town], [XXXX] 00000.

ARTICLE THREE – Purpose

Section 1: Friends of XXXX is to assist the XXXX Stations in raising funds that will be used to preserve, support, and enhance the Stations’ services.

Friends of XXXX is to advise XXXX Stations’ management on fundraising and other Stations’ activities.

Friends of XXXX is to promote good will for the XXXX Stations, and support communications among members of the Friends of XXXX, the larger community, The

  • State University, and the XXXX Stations.

Section 2: Friends of XXXX is a non-political organization designed to aid and work with the professional staffs of the XXXX Stations (The [XXXX] State University Telecommunications Center) in fulfilling the University’s radio and television stations’ license and other obligations, as prescribed by public law, the Federal Communications Commission, the Corporation for Public Broadcasting, other federal, state and municipal agencies, and policies of The [XXXX] State University.

Section 3: Friends of XXXX shall have no authority to exercise control over the management or operations of the XXXX Stations.

ARTICLE FOUR – Membership

All persons, regardless of age, race, color, creed, national origin, sex or sexual preference, are eligible for membership in Friends of XXXX. The Board of Directors of

Friends of XXXX shall provide for classes of membership and may recommend dues, terms and conditions thereof.

ARTICLE FIVE – Officers

Section 1: Names, Qualifications. The offices of Friends of XXXX shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom must be a member in good standing of Friends of XXXX and its Board of Directors.

Section 2: Election. A meeting of the Board of Directors shall be held immediately following the annual meeting of the Friends of XXXX for the purpose of election of officers. A slate, together with nominations from the floor, if any, shall be voted upon by the Board of Directors. A majority vote of those members of the Board present is required for election.

Section 3: Term. Officers shall serve for a term of twenty-four (24) months, commencing the first day of July following their election and until their successors are elected and qualified; provided, however, that any person elected to a vacant office shall serve for the remainder of the unexpired term of that office.

Section 4: Duties of Officers, Success of Vice President, Delegation by Secretary and Treasurer; Availability of Records.

  1. The President shall preside at all meetings of Friends of XXXX and shall be Chairperson of the Board of Directors and an ex-officio member of all Board committees.
    1. The Vice President shall perform the duties of the President in the absence or disability of the President, and at other times at his or her request. In addition, the Vice President shall be, ex-officio, President-elect of Friends of XXXX and shall succeed to the office of President at the conclusion of his or her term as Vice President, whether or not he or she has filled a vacancy in the office of President as hereinafter provided. If the office of President becomes vacant, the Vice President shall become President for the unexpired term. In the event that the Vice President elected to a full term fills a vacancy in the office of President, the person elected to his or her vacant office of Vice President shall not be President- elect during the unexpired term of his or her predecessor.
  2. The Secretary shall have custody of all record of names and addresses and other information relating to all members of Friends of

XXXX. The Secretary shall record all changes in such records. No person shall release the names of members for political or commercial purposes. The Secretary shall be responsible for the sending of all notices to members, Board of Directors members, Executive Committee members and advisers, as required, and shall submit reports of all meetings and activities of Friends of XXXX to its Board of Directors.

  • The Treasurer shall supervise all receipts and expenditures of Friends of XXXX and shall be responsible for collection of dues of members.
    • Both the Secretary and Treasurer may delegate recordkeeping, clerical, collection and accounting functions of their offices to persons designated for that purpose by the General Manager of the XXXX Stations, but shall be responsible for oversight of the performance of their delegated duties to the extent that they will always be in a position to report accurate information concerning matters under their jurisdiction to the Board of Directors.
    • Statistical information from records of Friends of XXXX shall always be available, during regular business hours, to all persons.

ARTICLE SIX – Board of Directors

Section 1: General powers of the Board of Directors. The government of Friends of XXXX and the direction of its activities shall be vested in a Board of Directors which shall consist of not more than thirty-six (36) members:

  1. Twenty-four (24) selected members;
  2. The General Manager of the XXXX Stations
  3. The person appointed as Auction Chairperson at the end of a XXXX- TV Auction, who shall serve as an ex-officio voting member of the Board for a one-year term beginning on the first day of July following his or her appointment;
  4. The XXXX Representative to the [XXXX] State University Alumni Advisory Council, who shall serve as an ex-officio voting member of the Board for the three-year term of his or her office; and
  5. The Chairperson of each of the four (4) XXXX Regional Advisory Committees, who shall serve as an ex-officio voting member of the Board.

The immediate Past President of the Friends of XXXX shall serve as an ex-officio voting member of the Board for the one year following his or her term as President should his or her regular term of office not extent through that year. He or she shall be adviser to the Board of Directors.

(The number 36 comes from the possibility of having three (3) groups of eight (8) serving on the Board (24), plus Auction Chairperson (25), Alumni Representative (26), General Manager (27), Past President (28), the four officers taking their terms beyond their elected time periods (32), and the four (4) Chairpersons of XXXX Regional Advisory Committees (36).

Section 2: Qualification of Board of Directors members, Selection, Term. Except as provided in Section 1 hereof, members of the Board of Directors shall be selected at large, eight (8) of them each year, by the Board of Directors Composition and Nominating Committee, subject to approval by vote of the members in good standing of Friends of XXXX by mail ballot in May. A slate of eight (8) nominees shall be presented by the Composition and Nominating Committee to the Board for acceptance of the slate prior to the slate being presented to Friends of XXXX for their approval. In the event of the disapproval of any nominee, by a majority vote of the members, a vacancy on the Board shall exist, and the person disapproved shall be ineligible to be appointed to the Board during the remainder of the term for which such person was disapproved.

All members of the Board of Directors shall be members in good standing of Friends of XXXX, and shall make at least one XXXX Endowment contribution.

Except as otherwise provided herein, all terms of office of Members of the Board of Friends shall be for a period of three years commencing the first day of July following their selection and until a period of one (1) year has elapsed after the end of the second

such consecutive term; provided, however, that the term of a Member of the Board of Directors shall be extended so as to be coextensive with the Member’s term of office as an officer of Friends of XXXX in the event that that officer’s term of office extends beyond his term as a Member of the Board of Directors. Employees of the XXXX Stations and The [XXXX] State University Development Fund shall be ineligible for selection, and to serve, as members of the Board of Directors, except as provided in this constitution.

Section 3: Vacancies. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining members, at a meeting at which a quorum is present.

Section 4: Standards. Standards for membership on the Board of Directors are indicated in ARTICLES THREE and SIX.

Section 5: Meeting. The Board of Directors shall meet on call of the President or Vide President or at such other times as may be specified in writing, signed by at least six (6) of its members, and filed with the Secretary. A meeting called by six (6) members shall be held not earlier than ten (10) days or later than twenty (20) days after written request for the meeting is filed with the Secretary.

A majority of the members, excluding vacant seats, shall constitute a quorum of the Board of Directors. All questions coming before the Board of Directors shall be decided by a majority vote of the members in attendance.

Section 6: Notice of Meetings, Prohibition Without. The Board of Directors shall transact no business unless notice of the time and place of the meeting shall have been mailed or delivered to the place designated by each of its members and its advisers on file with the Friends of XXXX, at least forty-eight (48) hours in advance of the meetings.

ARTICLE SEVEN – Meetings of Members (Annual Meeting)

An annual meeting of the Friends of XXXX shall be held in June or as determined by the Executive Committee and the Board of Directors. At such meeting, the President, assisted by some or all of the other officers, shall report on the state of Friends of XXXX.

An annual financial report shall be presented at the annual meeting of members. In addition, there may be such other meetings of members from time to time as may be

called by resolution of the Board of Directors or otherwise provided in future by-laws. At all meetings of member of Friends of XXXX, all business properly coming before the meeting may be transacted. Fifteen (15) members shall constitute a quorum of the members at all meetings of members. All questions coming before the members shall be decided by a majority vote of those members in attendance.

ARTICLE EIGHT – Committees

Section 1: Appointments. The President of the Friends of XXXX, with the approval of the Board of Directors, shall appoint committee chairpersons, committee members, commissions, and standing and ad hoc committees as deemed necessary to meet the objectives of the Board of Directors.

Section 2: Executive Committee. The Executive Committee shall consist of the officers of the Board, the Immediate Past President, the Chairpersons of the major committees, and other persons as deemed helpful by the President. The Executive Committee shall have and execute the powers of the Board of Directors between meetings of the Board of Directors.

Section 3: Composition and Nominating Committee. The President, with the approval of the Board of Directors, shall appoint a Composition and Nominating Committee. The Committee shall determine that composition of the Board of Directors which reasonably reflects the diverse needs and interests of the communities served by the University’s radio and television stations; and it shall select the slate of names to be presented to the members for approval, or the Board of Directors for appointment, as the case may be, as members of the Board, in accordance with its composition determination. The Committee shall nominate a slate of persons for election as officers.

Section 4: XXXX Regional Advisory Committees

  1. The President of the Board of Directors, or his/her Board-member designee(2), shall see that a XXXX Regional Advisory Committee is established and maintained in each of the regions served by a XXXX remote transmitter.
  • The purposes of each XXXX Regional Advisory Committee shall be the same as the purposes of the Friends organization, as enumerated in ARTICLES THREE and SIX above.
  • Each XXXX Regional Advisory Committee shall consist of seven (7) individuals who reside in the region served by a XXXX remote transmitter and who are members in good standing of the Friends of XXXX.

Appointment to a XXXX Regional Advisory Committee shall be upon the recommendation shall be upon the recommendation of the President of the Friends Board of Directors, or his/her designee(s), with the concurrence of a majority of the members of the Board present and voting at the last regular Board meeting prior to June 1 each year.

In recommending individuals for Advisory Committee membership, the President of the Friends Board, or his/her designee(s), shall consult with the staff of the XXXX Stations and community representatives in the region served by the XXXX remote transmitter.

The same procedure shall be used to fill Advisory Committee vacancies in a timely manner.

Members of a XXXX Regional Advisory Committee shall serve terms of three years, commencing the first day of July following their selection and until their successors have been selected and qualified. To provide for continuity as well as change, two of the members of a newly established XXXX Regional Advisory Committee shall serve terms of one year; two, of two years; and three, of three years – with the terms of each to be determined by lot.

Members may serve only two (2) consecutive full terms and shall not again be eligible to serve until a period of one (1) year has elapsed after the end of the second such consecutive term.

  • Each XXXX Regional Advisory Committee shall have three officers, as follows: Chairperson, Vice Chairperson, and Secretary, each of whom shall serve a two-year term. To be elected, officers require a majority vote

of Advisory Committee members at the Committee’s annual organization meeting, which shall be held in July.

  • The Chairperson shall preside at all meetings of the Regional Advisory Committee, shall be an ex-officio voting member of the Friends Board, shall attend Friends Board meetings, shall be afforded an opportunity to make a report on the activities of his/her Advisory Committee at each such meeting, and shall submit an annual report of the Committee’s activities to the President of the Friends Board prior to June 1.
  • The Vice Chairperson of each Regional Advisory Committee shall perform the duties of the Chairperson in the absence of the Chairperson and at other times at his/her request, and if a vacancy should occur in the office of Chairperson prior to the conclusion of the Chairperson’s term, the Vice Chairperson shall succeed to the office of Chairperson.
  • The Secretary of each Regional Advisory Committee shall be responsible for the sending of all notices to Advisory Committee members, keeping minutes of Advisory Committee meetings, and otherwise maintaining a record of the Committee’s activities.
  • Each XXXX Regional Advisory Committee shall meet at least three times per year.

The President of the Friends Board of Directors and the General Manager of the XXXX Stations shall designate a member of the Friends Board and/or a staff representative to attend each such meeting.

ARTICLE NINE – Compensation

All committee members, officers and member of the Board of Directors shall serve without compensation, but their reasonable expenses incurred in the discharge of their duties for Friends of XXXX may be reimbursed upon authorization by the Board of Directors.

ARTICLE TEN – Miscellaneous

Section 1: Fiscal year. The fiscal year of Friends of XXXX shall begin on the first day of July, in each year, unless otherwise provided from time to time by the Board of Directors.

Section 2: Amendments. This constitution may be amended by a majority vote of the members of the Board of Directors.

Section 3: Voting upon shares held by Friends of XXXX. Unless otherwise ordered by the Board of Directors, the President in person or by proxy or proxies appointed by him shall have full power and authority on behalf of Friends of XXXX to vote, act and consent with respect to any shares, which it may own, issued by other corporations.

Section 4: Articles to govern. If any provision of this constitution shall be inconsistent with the Articles of Incorporation, the Articles of Incorporation shall govern.

Section 5: Harmonizing with the law. The provisions of this Constitution shall be interpreted so that, at all times and from time to time, they will be given effect as fully as permitted by the [XXXX] Non-Profit Corporation Law (Chapter 1702 of the [XXXX] Revised Code). If, in any particular, from time to time, any provision of this Constitution is not permitted by the [XXXX] Non-Profit Corporation Law, then such provision hereof shall be not effective and the [XXXX] Non-Profit Corporation Law shall be controlling upon such subject. All portions of this document not eliminated by the changes in the

[XXXX] Non-Profit Corporation Law will remain in effect.