BYLAWS OF COMMUNITY TELEVISION OF
SANTA CRUZ COUNTY, INC.
A California Nonprofit Public Benefit Corporation
ARTICLE I. NAME
Section 1.01. Name. The name of this Corporation is Community Television of Santa Cruz County, Inc., also known as “Community Television,” designated herein as “CTV.”
ARTICLE II. OFFICES OF THE CORPORATION
Section 2.01. Principal Office. The principal office for the transaction of the activities and affairs of the Corporation (principal office) is located at 816 Pacific Avenue, Santa Cruz, CA 95060, in Santa Cruz County, California. The Board of Directors (Board) may change the principal office from one location to another within the County of Santa Cruz. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this Section, or this Section may be amended to state the new location.
Section 2.02. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
ARTICLE III. SPECIFIC PURPOSE
Section 3.01. Specific Purposes. CTV is organized for the following purposes: (1) Making available communication, production, and distribution facilities for primary use by residents and community organizations of Santa Cruz County for public, educational, and governmental purposes; (2) Organizing, managing, promoting, and facilitating the use of the aforesaid facilities for communication by cable or any other communications methods; (3) Producing, developing, and obtaining programming from diverse sources for distribution; (4) Entering into agreements with the Cities of Santa Cruz, Capitola, and Watsonville and the County of Santa Cruz for the management and use of cable television facilities provided by franchises or other agreements between the Cities of Santa Cruz, Capitola, or Watsonville or the County and providers of television services; and (5) Exercising all the powers of a California nonprofit corporation.
ARTICLE IV. MEMBERS
Section 4.01. Members. Any person who is a resident of the County of Santa Cruz and who is in substantial agreement with the objectives of the organization as set forth in the Articles of Incorporation shall be eligible for membership upon completion of a membership application and upon compliance with conditions as may be prescribed by the Board of Directors. Parental permission is required for youths under the age of 18 years. Membership is available to all without discrimination.
Section 4.02. Classes of Members. CTV shall have one class of members, called “individual members.” For purposes of this Article, organizations shall be considered individuals. All members shall have the right to vote, and the votes of organizations shall be cast by the Chairperson of the Board, or equivalent, of each such organization. Individual memberships may include multiple categories which differ only by the additional promotional benefits and corresponding dues structures as determined by the Board of Directors from time to time, which shall be indicated on membership applications.
Section 4.03. Voting Rights. All members shall have the right to vote as set forth in these Bylaws, on the election of Elected Directors, on the disposition of all or substantially all of CTV's assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.
Section 4.04. Dues and Terms of Membership. Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments, if any, in amounts to be fixed from time to time by the Board. The dues, fees, and assessments, if any, shall be non-refundable. Those members who have paid the required dues, fees, and assessments, if any, in accordance with these Bylaws, and who are not suspended, shall be members in good standing.
Section 4.05. Resignation or Termination or Expiration. A membership shall terminate on occurrence of any of the following events:
(a) Resignation of the member, on reasonable notice to CTV;
(b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;
(c) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
(d) Expulsion of the member based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of CTV, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of CTV. A member may be suspended based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe CTV's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of CTV. A person whose membership is suspended shall not be a member during the period of suspension.
ARTICLE V. MEETINGS OF MEMBERS
Section 5.01. Place of Meeting. Meetings of the members shall be held at any place within Santa Cruz County designated by the Board or by the written consent of all members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, members' meetings shall be held at CTV's principal office. The members shall meet at least annually.
Section 5.02. Conduct of Meetings. Except where inconsistent with these Bylaws or the Articles of Incorporation, meetings shall be conducted in conformity with Robert's Rules of Order.
Section 5.03. Annual Meeting of Members. An Annual Meeting of members shall be held on the third Thursday of November of each year, at 5:30 o'clock p.m., unless the Board fixes another date or time and so notifies members as provided in Section 5.05 of these Bylaws. If the scheduled date falls on a legal holiday observed by CTV and/or any federal, state, or local governmental entity, the meeting shall be held the next full business day.
Section 5.04. Special Meetings.
(a) A Special Meeting of the members for any lawful purpose shall be called at any time by the Board of Directors or the Chairperson of the Board, or by written request submitted to the Secretary of the Corporation of 5 percent or more of the members. Said request shall specify the nature of business to be transacted at the Special Meeting.
(b) Special Meetings shall be held at least 35 days, but not more than 90 days, after receipt of the request.
(c) No business, other than business of the general nature which was set forth in the notice of the meeting, may be transacted at a Special Meeting.
Section 5.05. Notice Requirements for Members' Meetings. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with Sections 5.06 and 5.07 of these Bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and: (1) For a Special Meeting, the general nature of the business to be transacted, and no other business may be transacted, or; (2) For the Annual Meeting, those matters that the Board, at the time notice is given, intends to present for action by the members; but except as provided in Section 5.06 of these Bylaws, any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when notice is given.
Section 5.06. Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states that such actions are to be considered: (1) Removing a Director without cause; (2) Filling vacancies on the Board; (3) Amending the Articles of Incorporation; or, (4) Electing to wind up and dissolve the Corporation.
Section 5.07. Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of CTV or at the address given by the member to CTV for purposes of notice. If no address appears on CTV's books and no address has been so given, notice shall be deemed to have been given if notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
Section 5.08. Waiver of Notice or Consent by Attendance.
(a) A member's attendance at a meeting shall constitute a waiver of notice of the meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not legally called or convened.
(b) Attendance at the meeting shall constitute a waiver of any objection that matters required to be included in the notice of the meeting were not included, unless that objection is expressly made at the meeting.
Section 5.09. Presiding Officers. The Chairperson of the Board of Directors shall preside at all Regular or Special Meetings of the members, and in that person's absence the Vice Chairperson shall serve in this capacity. The Secretary of the Board shall keep or cause to be kept minutes of all meetings.
ARTICLE VI .VOTING OF MEMBERS
Section 6.01. Quorum. Ten percent (10%) of the membership constitutes a quorum for the transaction of business at any meeting of members or any action by written ballot; provided, if any Special or Annual Meeting is actually attended in person by less than one third of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under Section 5.05 of these Bylaws; and provided further, that for the election of directors at a meeting, no quorum shall be required.
Section 6.02. Loss of Quorum. Subject to Section 6.01 of these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, provided that: (1) any action taken other than adjournment is approved by at least a majority of the members required to constitute a quorum and (2) was included in the notice of the meeting.
Section 6.03. Adjournment and Notice of Adjourned Meetings. Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than 45 days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new Record Date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the Record Date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, CTV may transact any business that might have been transacted at the original meeting.
Section 6.04. Eligibility to Vote. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, members entitled to vote at any meeting of members shall be members in good standing.
Section 6.05. Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of members. Voting may be by voice ballot, except that votes for Directors may only be cast by written ballot.
Section 6.06. Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meetings, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number is required by the California Nonprofit Public Benefit Corporation Law or by the Articles of Incorporation.
Section 6.07. Action by Written Ballot Without a Meeting. Any action, including election of Elected Directors, that may be taken at any meeting of members may be taken without a meeting by complying with sub-Sections (a) and (b) below.
(a) Solicitation of Written Ballots. CTV shall distribute one (1) written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Section 5.07 of these Bylaws. All solicitation of votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements, (2) with respect to ballots other than for election of Elected Directors, state the percentage of approval necessary to pass the measure or measures, and (3) specify the time by which the ballots must be received in order to be counted. Each ballot so distributed shall set forth the proposed action, provide the members with an opportunity to specify approval or disapproval of each proposal, and provide a reasonable time within which to return the ballot to CTV.
(b) Number of Votes and Approvals Required. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast is the same as the number of votes cast by written ballot without a meeting. Written ballots may not be revoked. All written ballots shall be filed with the Secretary of CTV and maintained in the corporate records for at least three (3) years.
Section 6.08. Record Date for Notice, Voting, Written Ballots and Other Actions.
(a) For purposes of determining the members entitled to notice of a meeting, entitled to vote at a meeting, or entitled to exercise any rights with respect to any specific lawful action, the Board may in advance fix a Record Date. The Record Date so fixed shall not be more than seventy-five (75) or less than ten (10) days before the date of such meeting or such lawful action.
(b) For voting by any specific written ballot, the Board may in advance fix a Record Date, which Record Date shall not be more than seventy-five (75) or less than thirty (30) days before the day set as the deadline for receipt of written ballots.
(c) For purposes of this Section 6.08, a person holding a membership at the close of business on the Record Date, whose membership has not been suspended pursuant to Section 4.05 of these bylaws, shall be a member of record.
(d) If not otherwise fixed by the Board, the Record Date for determining members entitled to receive notice of any specific meeting, to vote at any specific meeting, or to exercise any rights with respect to any specific lawful action shall be sixty (60) days before the date of such meeting or such lawful action.
(e) If not otherwise fixed by the Board, the Record Date for determining those entitled to vote by any specific written ballot shall be sixty (60) days before the day set as the deadline for receipt of written ballots.
(f) Notwithstanding the foregoing provisions, the Record Date for determining those entitled to vote at a special meeting which is called by written request of 5 percent or more of the members pursuant to Section 5.04 of the bylaws, shall in no event be later than the date the written request is submitted to the Secretary of the Corporation.
Section 6.09. Proxy. There shall be no voting or other action by proxy.
ARTICLE VII. BOARD OF DIRECTORS
Section 7.01. General Powers of Board Directors.
(a) Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, CTV’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
(b) Without limitation, the Board may: Adopt and use a corporate seal; prescribe the forms of membership certificates; alter the forms of the seal and certificates; borrow money and incur indebtedness on behalf of CTV and cause to be executed and delivered for CTV's purposes, in the Corporate Name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
Section 7.02. Qualifications.
(a) All members of the Board must be individual members at least 18 years of age and in good standing of CTV at the date of election or appointment. No person may be a member of the Board who was an employee of the Corporation on any day within the year prior to his or her election or appointment. No person may be a member of the Board whose membership was suspended on any day within the year prior to his or her election or appointment.
(b) The Board of Directors shall not include as voting members any elected official of the Cities of Santa Cruz, Capitola, or Watsonville or the County of Santa Cruz.
Section 7.03. Composition of the Board.
(a) The Board of Directors shall consist of eleven (11) Directors.
(b) Four (4) members of the Board shall be elected by the members.
(c) The Board shall appoint three (3) Directors. The Board-appointed Directors shall be selected so that one (1) Director will work in and represent the interests of the educational community from K-12, one (1) Director will work in and represent the interests of the College/University educational community, and one (1) Director will be appointed at large.
(d) The Cities of Santa Cruz, Capitola, and Watsonville and the County of Santa Cruz shall each appoint one (1) Director.
(e) Appointments to the Board shall be made at least one (1) month but not more than four (4) months prior to each Annual Meeting of members. The new or re-appointed Directors shall take their seats upon the Board at the Annual Meeting.
Section 7.04. Terms of Board Members.
(a) All Directors, whether elected or appointed, shall serve terms of four (4) years, provided that no Director shall serve more than two (2) consecutive full four (4)-year terms. A “year” shall be that period of time between the Annual Meetings of members, not including the date of the earlier meeting, but including the date of the later meeting. In the event that a Director is elected or appointed to complete the term of a Director who has failed to complete his or her term, only a period of half or more of a full term shall be considered to be a full term for purposes of computing the replacement Director’s permissible term of office, and a period of less than that amount shall not be counted.
(b) Terms of Directors elected by the members shall be staggered in such a way that two (2) Directors shall be elected from the membership every other year.
(c) The terms of the appointed Directors shall be staggered so that two (2) Directors are appointed each year, except that one (1) Director shall be appointed every fourth year.
(d) The term of each Director shall end on the date of the Annual Meeting nearest the end of his or her term, but not before a successor is duly elected, or appointed, and qualified.
(e) The terms of Directors currently serving two (2)-year terms are hereby extended to four (4) years. For purposes of applying the provisions of subsection (a) hereof, a Director who has completed only the first two (2)-year term at the time of the next election or appointment for that board seat shall be deemed not to have served a four (4)-year term, and a Director who has completed a second (2)-year term at the time of the next election or appointment for that board seat shall be deemed to have completed a four (4)-year term.
(f) The following special rule shall apply in order to achieve the staggering provisions of subsections (b) and (c) hereof: If the seat of a Director falls vacant before the end of the Director’s term, the Board shall in its discretion specify the term of the Director appointed to fill the vacancy as four (4) years or some lesser period, so that the term will end on a date which complies with subsections (b) and (c) hereof. If the term is less than two (2) years, the term shall not be counted for purposes of determining the number of remaining terms available to that Director, pursuant to subsection (a).
Section 7.05. Events Causing Vacancies. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (1) the death or resignation of any Director; (2) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of Court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law; (3) the vote of the members or, if CTV has fewer than 50 members, the vote of a majority of all members, to remove any Director who was elected by the members; (4) the increase of the authorized number of Directors; or (5) the failure of the members, at any meeting of members at which any Director or Directors are to be elected, to elect the number of Directors required to be elected at such meeting.
Section 7.06. Resignation.
(a) Any Director may resign by giving written notice to the Chairperson of the Board or the Secretary of the Board. The resignation shall be effective 72 hours after it is given, unless it is revoked prior to the end of that 72-hour period. A successor may be chosen to take office as of the date when the resignation becomes effective, by that authority designated in Section 7.03 which chose the resigning director. Except on notice to the Attorney General of California, no Director may resign if CTV would be left without a duly elected Director or Directors.
(b) A violation by any Director of any of the terms set forth in the Section 7.07 hereof, entitled “Expectations of Board Members,” shall be deemed a voluntary resignation from office, effective upon the vote of two-thirds of the directors then in office. Exceptions may be granted by motion of the Board.
Section 7.07. Expectations of Directors. Directors of CTV shall do the following:
(a) Regularly attend board meetings, committee meetings and functions such as special events. If a board member misses more than fifty percent of board meetings in a calendar year, such action shall be deemed a voluntary resignation from office.
(b) Be a member in good standing of community television. Attend CTV orientations, board orientations and other board development activities.
(c) Stay informed about CTV in order to be an advocate for the organization. Review organizational and programmatic reports. Prepare well for meetings and review all materials in advance.
(d) Work assignments and supervision of staff are under the purview of the Executive Director, so it is important to understand and respect Board/staff relations. While it is appropriate for Board members to interact and communicate with staff, Board members shall refrain from making special requests of staff.
(e) Maintain confidentiality regarding personnel matters and closed session meetings.
(f) Comply with the terms of Article XII of the bylaws regarding conflict of interest and disclosure. Execute annual conflict of interest statement.
(g) Demonstrate appropriate conduct. Do not engage in any behavior that would have a direct and/or substantial adverse effect on CTV. Act with integrity in dealings with other Board members and staff.
(h) Assist the Board in carrying out its fiduciary responsibilities. Participate in the financial management of the organization, including adoption and oversight of the annual budget.
(i) Participate in fundraising and outreach. Learn to cultivate and solicit funds. Provide an annual gift in an amount that is meaningful to you. Granting agencies expect all Board members to contribute to the organization.
(j) Evaluate executive director and board annually. Develop tools to measure success. Show serious commitment to the functioning of the Board.
Section 7.08. Filling Vacancies. Except for vacancies in appointments of the Cities of Santa Cruz, Capitola, and Watsonville and the County of Santa Cruz and vacancies in seats held by Directors who are elected by the members, vacancies on the Board may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. If such a vacancy is not filled by the Board within six (6) months of the vacancy occurring, the members may fill any vacancy or vacancies not filled by the Directors. The Director(s) so appointed shall serve the remaining term of the vacant seat. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
Section 7.09. Regular Meetings. Meetings of the Board shall be held at least quarterly at any place within Santa Cruz County that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of CTV. Any change in the time or place of Regular Meetings shall be noticed at least seven (7) days in advance to persons who have submitted a written request for notice of meeting.
Section 7.10. Organizational Meeting. Immediately after each Annual Meeting of members, the Board shall hold an organizational meeting for purposes of organization, election of officers, and transaction of other business. This meeting shall be noticed and conducted as a Regular Meeting.
Section 7.11. Special Meetings.
(a) Special Meetings of the Board for any purpose may be called at any time by the Chairperson of the Board or the Secretary or any two Directors of the Board.
(b) At least 24 hours prior to each Special Meeting, an agenda for the Special Meeting shall be mailed or delivered to each Board Member, mailed to or deposited in press boxes for each representative of the news media, and mailed to persons who have submitted a written request for notice of meeting; and shall be posted at least twenty-four (24) hours prior to the Special Meeting at a location that is freely accessible to members of the public. No business other than that listed on the agenda shall be considered at a Special Meeting.
Section 7.12. Quorum. A majority of active and existing directors authorized in these Bylaws, whether or not all authorized Board positions have been filled, constitutes a quorum of the Board for the transaction of business, except to adjourn. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Section 7.13. Majority Vote. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (1) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (2) approval of certain transactions between corporations having common Directorships, (3) creation of and appointments to Committees of the Board, and (4) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, provided any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Section 7.14. Waiver of Notice. Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
Section 7.15. Notice of Adjourned Meeting. The Board of Directors may adjourn a Regular, an Adjourned Regular or a Special Meeting to another time and place as specified in a Notice of Adjournment. Less than a quorum of Directors may adjourn the meeting. If all members of the Board of Directors are absent, the Clerk may adjourn the meeting. Within twenty-four (24) hours after such adjournment, a copy of the Notice of Adjournment must be posted on or near the door of the room where the meeting took place.
Section 7.18. Compensation of Directors. Directors shall serve without compensation. However, the Board may authorize the advance or reimbursement of actual reasonable expenses incurred by a director or member of a committee in carrying out his or her duties.
ARTICLE VIII. THE ELECTION OF ELECTED DIRECTORS
Section 8.01. Nomination of Board Members. A Governance Committee created by the Board of Directors shall propose a candidate for each opening on the Board created by resignation or removal from office. The Governance Committee is encouraged to choose candidates for the Board who represent as closely as possible the diversity of the County of Santa Cruz. Candidates for openings on the Board created by the expiration of terms of elected Directors shall be proposed by the membership, pursuant to the petition process set forth in Section 8.02 below. However, in the event the membership does not nominate the necessary number of candidates for openings for elected seats in a given year, the Governance Committee shall propose a candidate or candidates for such seat or seats. The proposed candidates shall be communicated to the membership, in a manner determined by the Board, no less than thirty (30) days prior to the date of any meeting at which an election of Elected Directors is to be concluded. The Governance Committee shall also recommend appropriate candidates to the City and County appointing authorities.
Section 8.02. Nomination by Petition. Any member in good standing may be nominated by the membership using the following procedure:
(a) The Board shall include notice to all new members, and to all members of CTV in any annual mailing, notifying them of the procedures and time frame for filing a petition for nomination to the Board of Directors. Such notice shall indicate the numbers of Directors to be elected in each year.
(b) Any petition for nomination must be signed no more than four (4) months preceding the date of any meeting at which an election of Elected Directors is to be concluded, and must be submitted to the Secretary by the date designated by the Board as the deadline for receiving nomination petitions.
(c) Irrespective of the number of members of CTV, petitions for nomination must contain a total of at least ten (10) signatures of individual members.
Section 8.03. Inspectors of Election. No later than thirty (30) days prior to the close of nominations, the Board may appoint Inspectors of Election to monitor the election proceedings. The number of Inspectors shall be either one or three. The Inspectors of Election shall determine the memberships outstanding and voting power of each; receive votes, ballots, or consents; establish the existence of a quorum; determine when the ballots shall be received; hear and determine all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes or consents; determine the result and do such acts as may be proper to conduct the election or votes with fairness to all members. The Inspectors of Election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all aspects as the decision, act or certificate of all.
Section 8.04. Election by Mailed Ballot.
(a) Subject to Section 8.03 of these Bylaws, election of all of the Elected Directors shall be accomplished by written ballot which shall be made available to all members of CTV and returned by them in accordance with Section 6.07 of these Bylaws.
(b) Each member, shall, in writing, cast votes for not more than the number of positions that are available. Each vote shall be for a different person, and cumulative voting shall not be permitted. (c) In the event that two (2) or more persons each receive the same number of votes, the Chairperson shall determine, by lot, which person(s) shall be seated as a Board member.
Section 8.05. Certification of Election. At the Annual Meeting of CTV required as per Section 5.03 of these Bylaws, or any other meeting following an election of Elected Directors, the results of the election of Elected Directors shall be announced and certified and the new Directors shall take their seats upon the Board.
ARTICLE IX. OFFICERS OF THE BOARD
Section 9.01. Designation and Qualifications of Officers. The officers of CTV shall all be members of the Board of Directors and shall be a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer who shall be Chief Financial Officer.
Section 9.02. Election of Officers. The officers of CTV shall be chosen annually by the Board and shall serve at the pleasure of the Board.
Section 9.03. Resignation of Officers. Any officer may resign at any time by giving written notice to CTV. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of CTV under any contract to which the officer is a party.
Section 9.04. Removal of Officers. Any officer may be removed by ordinary resolution of the Board when, in its judgment, the best interests of CTV shall be served thereby. Removal of an officer shall be without any prejudice to any contractual rights which he or she may have with respect to CTV.
Section 9.05. Vacancies. A vacancy in any office shall be filled in the manner prescribed in these Bylaws for filling an unexpired term.
Section 9.06. Terms of Office. The terms of office for the officers of CTV shall commence with the organizational meeting of the Board following the Annual Meeting of the members and shall conclude at the organizational meeting of the Board following the next Annual Meeting.
Section 9.07. Chairperson of the Board. The Chairperson of the Board shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time.
Section 9.08. Vice Chairperson. If the Chairperson is absent or disabled, the Vice Chairperson shall perform all duties of the Chairperson. When so acting, the Vice Chairperson shall have all powers of and be subject to all restrictions on the Chairperson. The Vice Chairperson shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
Section 9.09. Secretary.
(a) The Secretary shall keep or cause to be kept, at CTV's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of Committees of the Board, and of member meetings. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was Annual, organizational or Special; and, if Special, how authorized, the notice given, the names of those present at Board and Committee meetings, and the number of members present or represented at members' meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorporation and Bylaws, as amended to date.
(b) The Secretary shall keep or cause to be kept, at CTV's principal office or at a place determined by resolution of the Board, a record of CTV's members, showing each member's name, address, and class of membership. (c) The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board and of Committees of the Board required by these Bylaws to be given. The Secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
Section 9.10. Treasurer.
(a) The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of CTV's properties and transactions. The Treasurer shall send or cause to be given to the members and Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
(b) The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of CTV's funds as the Board may order, shall render to the Executive Director or Chairperson of the Board, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of CTV, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
(c) If required by the Board, the Treasurer shall give CTV a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to CTV of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.
ARTICLE X. COMMITTEES OF THE BOARD
Section 10.01. Standing Committees. The Board shall establish Standing Committees, including an Executive Committee, a Finance Committee, a Governance Committee, and a Personnel Committee. All seated members of the Board are members of the Executive Committee. Executive Committee meetings shall be adjourned whenever the number of members present equals or exceeds the number required for a quorum of the Board. Three (3) members of the Executive Committee shall constitute a quorum. The Governance, Finance, and Personnel Committees shall consist of at least three (3) Board members and shall be appointed from among the members of the Board. No person who is not a member of the Board may serve on a Standing Committee having Board powers. The Chairperson of the Board shall be a member of all Standing Committees.
Section 10.02. Duties of Executive Committee. The Executive Committee shall have the power to act as the Board of Directors in between Board meetings except that the Executive Committee notwithstanding any Board resolution shall not: (1) take any final action on any matter that under California nonprofit corporation law, also requires approval of the members or approval of a majority of all members; (2) fill vacancies on the Board or on any committee that has the authority of the Board; (3) amend or repeal Bylaws or adopt new Bylaws; (4) amend or repeal any resolution of the Board that by its express terms is not amendable or repealable; (5) create any other Committee of the Board or appoint the members of Committees of the Board; (6) expend corporate funds to support a nominee for Director; or (7) approve any contract or transaction to which CTV is a party and in which one or more of its Directors has a material financial interest.
Section 10.03. Duties of Finance Committee. The Finance Committee shall review the Annual Financial Statement, approve annual audit reports, and recommend to the Board the selection of and fees to be paid to an independent Certified Public Accountant for CTV. It shall be the responsibility of the Finance Committee to report to the Board of Directors whether the CTV is meeting its projected budget, on the scope and adequacy of the annual audits and related fees, to continually monitor and report to the Board of Directors on the effectiveness and adequacy of CTV's internal accounting controls, and include in that report its findings as to whether or not any errors, omissions, criticisms, or recommendations contained in the management letter of the independent Certified Public Accountant, if one accompanies the annual audits, have been properly dealt with. The Finance Committee shall have such other duties as may be delegated to it by the Board from time to time.
Section 10.04. Duties of the Governance Committee. The Governance Committee shall carry out its duties in accordance with the procedures specified in Sections 8.01 and 8.02 of these Bylaws, and shall carry out such other duties as may be required by the Board from time to time, including continuous review of the bylaws, evaluation and solicitation of candidates for Board membership, and nomination of candidates to the Board, the membership and the Cities and County which have the power to appoint Board members.
Section 10.05. Duties of the Personnel Committee. The duties of the Personnel Committee are: (1) to consider and make recommendations to the Board of Directors regarding additions, revisions, and amendments to the CTV Personnel Manual; (2) to consider and make recommendations to the Board of Directors on the adoption of position specifications, salaries, and wages, including annual cost of living adjustments; the Personnel Committee shall review all salaries and wages annually, making a recommendation for adjustment to the Board of Directors no later than May of each year, in conjunction with preparation of the next fiscal year budget; (3) to hear grievances and appeals by CTV employees as described in the Personnel Manual; (4) to review and make recommendations to the Board of Directors regarding employee promotions or reclassification requests; and (5) to establish and follow an annual performance review process for the position of the Executive Director.
Section 10.06. Minutes of Standing Committees. The minutes or a report of each Standing Committee shall be submitted to the Board no later than the Board's next Regular Meeting.
Section 10.07. Other Standing Committees. The Board has established a Rules Committee and an Appeals Board and may establish other Standing Committees from time to time and these committees shall have such duties as may be conferred on them by the Board. Appointees must be members of the Board. Minutes or a report of all such committees shall be submitted to the Board.
Section 10.08. Advisory Committees. The Board may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or nondirectors, except that the number of directors on any such committee must be less than a quorum of the Board. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the corporation, but shall be limited to making recommendations to the Board or the Board’s authorized representatives and to implementing Board decisions and policies. Advisory Committees shall be subject to the supervision and control of the Board.
ARTICLE XI. EXECUTIVE DIRECTOR
(a) The Corporation also may have, at the discretion of the Board, an Executive Director, who shall be an employee of the Corporation and not a director as described in Article VII. Subject to such power and authority as may be given by the Board, the Executive Director is the general manager and chief executive officer of the Corporation, with general day-to-day operating authority for the Corporation including general supervision, direction, and control of the business and affairs of the Corporation and its staff, and the general powers and duties of management usually vested in the office of Executive Director of a non-profit Corporation and according to the terms of his or her employment agreement with the Corporation.
(b) The Executive Director shall attend all meetings of the Board of Directors, and shall advise and consult with the Board prior to the taking of action by the Board. However, the Executive Director shall not be entitled to vote under any circumstances, and shall not be counted in determining whether a quorum exists. The Executive Director may be excluded from a meeting by a majority of the Directors whenever the Executive Director's contract of employment, or performance thereunder, is under consideration by the Board.
(c) The Executive Director is the only officer entitled to compensation for employment by the Corporation, which is subject to agreement between the Executive Director and the Board.
(d) The Executive Director may make payments or contractually obligate the Corporation for corporate purposes to the extent that those items are included in the annual budget adopted by the Board. The Executive Director may obligate the Corporation for additional expenses of up to $5,000 over amounts budgeted, with prior approval of the Executive Committee, as herein provided.
ARTICLE XII. CONFLICT OF INTEREST AND DISCLOSURE
Section 12.01. Purpose. The purpose of the Conflict of Interest Policy is to protect the interest of Community Television of Santa Cruz County (“CTV”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, member of a committee with board-delegated powers or employee of CTV. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. This Policy is based upon the principle that service on the board of CTV is purely voluntary and shall not be used as a means for private benefit or inurement, and further, that no director, officer, member of a committee with board-delegated powers or employee who is a vendor of goods or services to CTV shall vote on, participate on behalf of CTV in the administration of, any contract with such vendor.
Section 12.02. Definitions.
(a) An “interested person” is any director, officer, member of a committee with board-delegated powers or employee who has a direct or indirect financial interest, as defined below.
(b) A person has a “financial interest” if the person has, directly or indirectly, through business, investment, or family, and has: (i) an ownership or investment interest in any entity with which CTV has a transaction or arrangement; (ii) a compensation arrangement with CTV or with any entity or individual with which CTV has a transaction or arrangement; or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CTV is negotiating a transaction or arrangement.
(c) “Compensation” includes compensation from direct and indirect remuneration as well as gifts or favors whether or not they are substantial in nature.
Section 12.03. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and all material facts relating to such interest to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement.
Section 12.04. Determination of Existence of Conflict. After disclosure of the financial interest and all material facts, the following procedures shall apply:
(a) The interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the board or committee shall determine whether CTV can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of CTV and for its own benefit and whether it is fair and reasonable to CTV and shall make its decision as the whether to enter into the transaction or arrangement in conformity with such determination.
Section 12.05. Compensation.
(a) A voting member of the board of directors who receives compensation, directly or indirectly, from CTV for services or materials is precluded from voting on matters pertaining to that member's compensation.
(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CTV for services is precluded from voting on matters pertaining to that member's compensation.
Section 12.06. Special Consideration Prohibited. No individual or entity with which a director, officer, member of a committee with board-delegated powers or employee of CTV is affiliated shall receive any special consideration by the board or staff. There shall be no variation in the procedures for processing contracts with such affiliated entities or individuals, except that additional scrutiny may be applied, and CTV shall follow such procedures as are necessary or appropriate to ensure that the transaction does not constitute an “excess benefit transaction” under the Internal Revenue Code.
Section 12.07. Required Recordkeeping. The minutes of the board and all committees with board-delegated powers shall contain: (1) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed; and (2) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
Section 12.08. Enforcement of Policy. Each director, officer, member of a committee with board delegated powers and employee shall annually complete a financial interest questionnaire and sign a statement which affirms that such person: (1) has received a copy of the conflicts of interest policy; (2) has read and understands the policy; (3) has agreed to comply with the policy, and (4) understands that CTV is charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. However, the duty to disclose requires that such disclosure shall occur immediately upon the occurrence of an event or transaction described in section 3, above, and not delayed until completion of the annual questionnaire and statement. The questionnaire shall be in a form approved by the board of directors and amended from time to time as circumstances require.
Section 12.09. Violations of Policy.
(a) If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, which may include the removal of a director or officer from her or his office, or the termination of an employee.
Section 12.10. Corporate Oversight of Policy. To ensure that CTV operates in a manner consistent with charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following inquiries: (1) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms length bargaining. (2) whether partnerships, joint ventures arrangements, and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further CTV’s charitable purposes and do not result in inurement or impermissible private benefit. In conducting the periodic reviews as provided for herein, CTV may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE XIII. INDEMNIFICATION
Section 13.01. Indemnification of Officers. Any member of the Board of Directors and any officer of CTV, as a condition of accepting said office, shall be indemnified by CTV against expenses actually and necessarily incurred by him or her, any judgments or financial penalties and payment and/or reimbursement of any insurance deductibles and/or co-payments, in connection with the defense of any action, suit, or proceedings in which he or she is made a party by reason of being, or having been, a member of the Board of Directors or an officer of CTV, except for: breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit. Such indemnification shall be subject to the obligation of the Member to give timely notice to CTV and allow CTV the option of providing any defense on behalf of the Member. Such right of indemnification is not to be deemed exclusive of any right to which he or she may be entitled under the laws of the State of California, these Bylaws, agreements, vote of members, or otherwise.
Section 13.02. Exemption of Property. The private property of the members and Board of Directors of CTV shall not be liable for corporate debts to any extent whatsoever. This Section 13.02 of these Bylaws shall not be amended except by the unanimous vote of the members and the Board of Directors.
Section 13.03. Insurance. CTV shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising out of the officer's, Director's, employee's, or agent's status as such.
ARTICLE XIV. RECORDS AND REPORTS
Section 14.01. Required Records. CTV shall keep: (1) adequate and correct books and records of account; (1) written minutes of the proceedings of its members, Board, and Committees of the Board; and (3) a record of each member's name, address, and class of membership.
Section 14.02. Right to Inspect Records.
(a) Subject to Division 2, Part 2, Chapter 13, Article 3 (commencing at Section 6330) of the California Corporations Code and unless CTV provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member:
(1) Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand on CTV, which demand must state the purpose for which the inspection rights are requested; or,
(2) Obtain from the Secretary of CTV, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Elected Directors as of the most recent Record Date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.
(b) CTV may, within ten business days after receiving a demand under this Section 13.02 of these Bylaws, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. If CTV reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section 13.02 of these Bylaws, it may deny the member access to the membership list. Any inspection and copying under this Section 13.02 of these Bylaws may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of CTV.
(c) CTV shall keep at its principal business office the original or a copy of the Articles of Incorporation amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
(d) Every Director shall have the absolute right at any reasonable time to inspect CTV's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
Section 14.03. Annual Report. The fiscal year of CTV shall be July 1 to June 30. An Annual Report regarding CTV's fiscal and operational activities shall be prepared and distributed at least thirty (30) days prior to the Annual Meeting, as required by the California Corporation Code for Nonprofit Public Benefit Corporations. A copy of such report shall be on file at CTV's principal office and shall be avail-able for inspection by members of CTV.
Section 14.04. Audit. CTV shall contract for an audit of its records with a Certified Public Accountant on an annual basis.
ARTICLE XV. MISCELLANEOUS
Section 15.01. Non-Discrimination. CTV shall ensure that no individual is discriminated against regarding membership, services, access to information or any activity of CTV on any ground applicable to CTV which is enumerated in federal, state or local law, or in its agreements with any public entity regarding the same, and shall promote access to the Cable Television System for those who have historically been underserved. This Section 15.01 does not guarantee a right in any person or organization to have any program distributed over the channels governed by CTV.
Section 15.02. Meetings of CTV. All meetings of CTV, its Board of Directors, and all committees established by the Board of Directors, except non-standing committees consisting of Directors numbering less than a quorum of the Board of Directors, shall, when applicable, comply with the notice and “open meeting” (Brown Act) provisions of the California Government Code Section 54950 et seq., whenever the Board of Directors is deemed to be a “legislative body” as defined in Section 54952. All meetings of CTV, the Board of Directors, and all committees shall be held following Robert's Rules of Order, providing that failure to observe Robert's Rules of Order shall not invalidate any action taken.
Section 15.03. Electronic Transmission. Subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms “written”, and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions, such as facsimile or e-mail, provided that: (1) for electronic transmissions from the Corporation, the Corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (2) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (3) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form. Such electronic transmissions may not be used exclusively when the Brown Act requires otherwise, but they may be used in addition to any requirements of the Brown Act.
Section 15.04. Member Address Information. Whenever these bylaws refer to the “address” of a member, this shall include physical, postal and electronic addresses for such person.
Section 15.05. General Provisions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
ARTICLE XVI. AMENDMENTS TO BY-LAWS
Section 16.01. Membership Rights Limitation. Subject to the rights of members under Section 16.02 of these Bylaws and the limitations set forth below, the Board may adopt, amend, or repeal these Bylaws only by a simple majority vote of the Board of Directors' unless the action would materially and adversely affect the members' voting rights.
Section 16.02. Member Approval Required. The Board may not, without the approval of the members, specify or change any Bylaw provision that would: (1) fix or change the authorized number of Directors; (2) fix or change the minimum or maximum number of Directors; (3) change from a fixed number of Directors to a variable number of Directors or vice versa; (4) increase or extend the terms of Directors; (5) allow any Elected Director to hold office by designation or selection rather than by election by the members; (6) increase the quorum for members' meetings; (7) create any proxy rights; or, (i) Wind-up and dissolve CTV.
Section 16.03. Amendments by Members. New Bylaws may be adopted, or these Bylaws may be amended or repealed, by approval of a majority of all the members. Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a Director beyond that for which the Director was elected. Any provision of these Bylaws providing for the designation or selection, rather than election, of any Director or Directors may be adopted, amended, or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such Directors.
ARTICLE XVII. DISSOLUTION
Section 17.01. Corporate Dissolution. Upon the dissolution of CTV, the governing body shall, after paying or making provision for the payment of all of the liabilities of CTV, dispose of all of the assets of CTV exclusively for the purposes of CTV in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the governing Board shall determine.
CERTIFICATE OF ADOPTION OF BYLAWS
This is to certify that the foregoing is a true and correct copy of the Bylaws of COMMUNITY TELEVISION OF SANTA CRUZ COUNTY, INC., a California Nonprofit Public Benefit Corporation, and that such Bylaws were duly adopted by the Board of Directors on __________________, 2010.
DATED: __________________, 2010 _______________________
Secretary
