THE BROADCAST PIONEERS OF PHILADELPHIA
as updated and revised February 20, 2008
as amended June 17, 2009 and June 16, 2010
Article I - Name
Article II - Objectives
$ maintain long-standing friendships;
$ conduct educational and charitable activities relating to broadcasting and communications;
$ recognize persons who have made significant contributions to the field of broadcasting and communications in the Delaware Valley;
$ establish a central clearing house for the exchange of information and historical data about broadcasting and communications in the Delaware Valley;
$ record, in a form to be determined, facts, data, and traditions of the broadcasting and communications industry in the Delaware Valley for use by current and future generations;
$ strive to influence current broadcasting and communications practices in favor of more cultural, educational and family-oriented programming.
Article III - Membership
a. Regular Members: those persons who meet the eligibility requirements and who pay the annual dues as set by the Board of Directors.
b. Retired Members: those persons who meet the eligibility requirements and are currently retired. Retired Members shall pay annual dues at a reduced rate, as set by the Board of Directors, but shall have all of the rights and privileges of Regular Members.
c. Life Members: those persons who meet the eligibility requirements and who pay a one-time lifetime Membership dues payment, the amount of which is determined by the Board of Directors. Life Members have all of the rights and privileges of Regular Members as long as they may live and remain in good standing.
d. Honorary Members: those persons who, in the judgment of the Board of Directors, merit such recognition. Honorary Members are not required to pay dues and do not have voting rights.
The Board of Directors may determine, from time to time, whether or not to grant Life or Honorary memberships. The Board may also establish such other membership categories as it may see fit, and may abolish such other categories at its discretion.
Article IV - Dues and Assessments
Article V - Board of Directors
$ Setting, reviewing and affirming the general policies and goals of the Organization
$ Providing general oversight of the activities of the Organization
$ Approving strategy and major initiatives proposed by the President
$ Providing oversight of legal and financial matters
$ Evaluating the processes and performance of the Organization
$ Performing such other duties as set forth in these Bylaws
$ Organize the agenda for meetings of the Board of Directors and of the Members
$ Preside at meetings of the Board of Directors and of the Members
$ Execute contracts and other documents on authority by and in name of the Board
$ Appoint all Committees of the Board and name the chairman of each Committee
$ Serve ex-officio as a voting member of all committees
$ Discharge any other functions delegated to him or her by the Board
The Chairman may delegate one or more of these functions in whole or in part to the President.
$ Preside at all meetings of the Members and Directors, in the absence of or upon delegation from the Chairman
$ Perform all duties of the Chairman, with full authority, during his or her absence or disability, or upon his or her delegation
$ Discharge any other functions delegated to him or her by the Chairman or by the Board of Directors
$ At each meeting of the Board of Directors, report to the Board on the activities of the Organization occurring since the prior Board meeting
$ Submit to the Board for its information or, if appropriate, its review and approval, information regarding all significant new initiatives planned to be undertaken.
Article VII - Meetings of Members
7. The Members
present, either in person or by proxy or absentee ballot, at any meeting for
which notice has been properly given shall constitute a quorum.
8. All matters brought before a general Membership meeting for a vote shall be decided by a majority vote of the Members present or represented by proxy or absentee ballot.
Article VIII - Meetings of Board of Directors
1. The Board of Directors shall meet at least annually, on such date and in such location as may be determined by the Board of Directors.
2. Additional meetings of the Board of Directors may be held on such dates and in such locations as may be determined by the Board of Directors.
3. Special meetings of the Board of Directors may be called at any time by the Board of Directors, or the President, or whenever 25 percent of the members of the Board shall make a request for the same, specifying the purpose of the meeting.
4. Written notice of each meeting of the Board of Directors shall be sent to each member of the Board, in a manner reasonably expected to provide actual notice of the meeting, at least ten days before the date for such meeting. Attendance at such meeting, or voting on an issue submitted to a vote, shall conclusively establish that proper notice was given with respect to any Director in attendance or voting.
5. A quorum for voting at any meeting of the Board of Directors shall consist of at least one-third of the total number of Directors then in office being present in person or represented by proxy.
6. Unless otherwise provided in these Bylaws, any matter subject to a vote by the Board of Directors shall be passed by a majority vote of those present in person or represented by proxy.
7. The transaction of any business at any meeting of the Board, however called and noticed or wherever held, shall be valid as though said meeting was duly held after regular notice, if a quorum is present.
8. Anything to the contrary in these Bylaws notwithstanding, the Board of Directors shall have the power to take action on any matter on which it is authorized to act, without the necessity of a formal meeting and vote if a majority of the entire Board shall consent in writing or electronically to such action.
9. Any disagreement between the Chairman and the President which cannot be resolved by them shall be decided by the Board.
ARTICLE IX - Financial Matters
1. The Fiscal Year of the Organization shall be begin July 1 of each year and terminate June 30 of the succeeding year.
2. At each meeting of the Board of Directors, the Treasurer shall make a statement of the financial condition of the Organization. At the first meeting of the Board on or after September 1 of each year, the Treasurer shall submit a detailed report of the financial condition of the Organization for the preceding year, which report shall have been reviewed by accountants designated by the Board.
3. The Treasurer shall not disburse any of the money of the Organization except in such manner and for such purposes as shall have been approved by the proper Officer(s), whose approval shall have been authorized by the Board of Directors.
4. Neither the President, nor any Officer, nor any one or more Directors not constituting a majority of a quorum at a properly noticed meeting of the Board, shall obligate the Organization to any spending in excess of $250 unless the amount and reason for the expenditure has been reviewed and approved by the Board of Directors. Disbursements made in the normal and expected course of a program that has previously been approved by the Board need not be resubmitted for individual approval.
5. No Officer or member of the Board of Directors shall be paid any compensation for his or her services as such. He or she may, however, be reimbursed for reasonable and appropriate expenses that have been approved by the Board either specifically or by general category.
ARTICLE X - Miscellaneous Provisions
1. Offices. The registered and business offices of the Organization shall be located at such places, within or without the City of Philadelphia or the State of Pennsylvania, as may be determined from time to time by the Board of Directors.
2. Committees. Members of Committees established pursuant to these Bylaws need not all be Officers or Directors, but must be Members in good standing. Any Committee which includes Members who are not Officers or Directors shall be either chaired by or under the direct supervision of an Officer or Director.
3. Robert=s Rules. Robert=s Rules of Order, revised edition, shall govern the Organization in all cases to which they are applicable and in which they are consistent with these Bylaws. The presiding officer at any meeting may relax the enforcement of Robert=s Rules as he or she may deem appropriate.
4. Non-discrimination. The Organization, its Board of Directors and its Officers shall not discriminate on the basis of race, religion, color, gender, national and ethnic origin or handicap in administration of any of its policies or procedures, recognition programs, scholarship awards, charitable activities or other programs or activities.
5. Good Faith Actions. Unless acting in bad faith or maliciously, neither the Board of Directors as a body nor any Director, Officer, or Committee Member of the Organization acting within their proper scope of authority shall be personally liable to any Member or to the Organization or to any other person whatsoever in any respect for any action or lack of action arising out of the execution of their office. Each Member and the Organization and any affected third parties shall be bound by the good faith actions of the Board, Officers and Committee Members in the execution of their duties.
6. Indemnification. Any present or past Director, Officer or Committee Member of the Organization shall be indemnified by the Organization (and the Organization may purchase insurance to cover such indemnification) against the actual amount of net loss, including counsel fees, reasonably incurred by or imposed upon him in connection with any action, suit or proceeding to which he may be a party by reason of his being or having been a Director, Officer or Committee Member of the Organization, except as to matters to which he shall be ultimately found in such action to be liable for gross negligence, willful misconduct, or acting outside the proper scope of authority. In the event of a settlement of any such case, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Organization is advised by counsel that the person to be indemnified had not been guilty of gross negligence, willful misconduct, or acting outside the proper scope of authority.
7. Conflict. Anything to the contrary herein notwithstanding, if any provision of these Bylaws is in conflict with the requirements of any law, then the requirements of said law shall be deemed controlling.
8. Invalidity. The invalidity of any part of these Bylaws shall not in any manner affect, impair or invalidate the remainder.
9. Effective Date. These Bylaws supersede all other bylaws previously adopted and shall take effect immediately upon approval by the Board of Directors.
ARTICLE XI - Amendments
The Bylaws, or any one or more provisions thereof, may be altered, amended or repealed at any meeting of the Board of Directors of the Organization by a two-thirds majority vote, provided that notice of the provisions to be altered, amended or repealed shall have been sent to each Member of the Board, in a manner reasonably expected to provide actual notice of said provisions, at least ten days before the date for such meeting.
These bylaws were approved at a meeting of the Board of Directors by more than a two-thirds majority vote on February 20, 2008, with proper notice having been given.
Article V, Section 3 was amended at a meeting of the Board of Directors by a unanimous vote on June 17, 2009, with proper notice having been given.
The e-mail address of the Broadcast Pioneers of Philadelphia is email@example.com