EDUCATIONAL
TELEVISION COOPERATIVE (ETC)
Bylaws Mission: The mission of the Educational Television Cooperative: to enable the educational organizations (formal and informal) in Central Indiana to cablecast educational and informational television programming into the community via dedicated cable channels provided by the City of Indianapolis through franchise agreements with cable operators. To accomplish this mission, ETC provides a standard approach to program acquisition, development, playback and management of television programming and the ETC operation. Bylaws of the ARTICLE I Section 1. Name: The name of this organization is the Educational Television Cooperative (hereinafter “ETC”). Section 2. Registered Office: The Registered Office and Registered Agent of ETC shall be located at Indiana University-Purdue University Indianapolis; 902 West New York Street, Suite ES 0010; Indianapolis, Indiana ,46202. Section 3. Fiscal Year: The fiscal year of ETC shall begin on the first day of July and end on the last day of June next succeeding. ARTICLE II Section 1. Member Organizations: Any elementary, secondary, and post-secondary non-proprietary educational institution, or group of schools, library, museum, zoo, or educational organization or public service, cultural, historical, civic organization in central Indiana may be a member of ETC. Multiple representatives of member institutions may participate in ETC committees, meetings, and workshops. The Board of Trustees may from time to time create such classes of honorary, contributors or advisory member organizations. Section 2. Members: Employees or representatives of member organizations may participate in ETC workshops and meetings and may serve on ETC committees. Member institutions are determined yearly at the annual meeting and are listed in the membership directory. Member institutions are selected from institutions who provide content, financial support or resources and materials to ETC. a. Voting: Each formal, accredited
educational institution may designate one (1) voting member to represent
that institution’s interest in quarterly and annual meetings. The
Board of Trustees shall name four (4) at-large voting members from the
organizations representing general public service, i.e. library, museum,
zoo, or informal educational, cultural, historical, or civic organization.
In addition one representative from the
c. Advisory: The Board of Trustees may invite advisory members to participate in any or all ETC functions. Advisory members have no voting rights but are invited to participate as experts in some capacity. Advisory members may represent service providers, financial management firms, and consultants. ARTICLE III Section 1. Place: All meetings of ETC members shall be held at such place within or outside the City of Indianapolis, State of Indiana, as may be specified in the notice of the meeting. Section 2. Meetings: The President shall convene no less than five meetings a year. Meetings of the member institutions will be conducted quarterly. An Annual Meeting shall be held on or about the first week of September, or such date confirmed by the President. All voting members shall be informed of the meeting at least 20 days in advance of the meeting. Elections of officers will be conducted at the Annual Meeting every odd numbered year. Officers will be elected to two-year terms. Section 3. Special Meetings: Special meetings of the members may be called by the President or by any two voting members of ETC. Notice of the time and place of each special meeting shall be given to each member at least 24 hours prior to the time of the meeting. The notice must state the purpose or purposes for which the meeting is called. Section 4. Attendance of ETC Members: By invitation from the President, any member may attend any meeting of ETC. Voting members who miss three consecutive quarterly or committee meetings forfeit voting rights for the remainder of the academic year. Voting rights are reestablished the first quarterly meeting following the annual meeting. Section 5. Quorum: Twenty-five percent of the institutions determined to be members shall constitute a quorum. ARTICLE IV Section 1. Powers: The policies of ETC shall be determined and its affairs managed by its Board of Trustees. The trustees shall act only as a Board of Trustees or as a subcommittee thereof and the individual directors shall have no power acting individually. Section 2. Number and Composition: The duly elected President of ETC shall be a member of the Board of Trustees. The remainder of the Board shall consist of one (1) representative from a kindergarten through grade 12 accredited institution, one (1) representative from a post secondary accredited institution, two (2) representatives from a public service, cultural or civic organization, and two (2) members from the business community. Section 3. Term: Trustees shall be dived into three groups and each group shall serve a staggered term so that approximately one third of the Board is standing for election each year. No trustee shall serve more than three consecutive three-year terms. Section 4. Chair: A Chair to preside over the Board of Trustees and a Vice Chair to preside in the absence of the Chair shall be elected by a majority of the trustees serving. The Vice Chair will assume the position of Chair when vacated. Section 5. Voting: A director may vote in person or by proxy with cause, executed in writing. Section 6. Quorum: A majority of all the trustees of the Board shall constitute a quorum. Section 7. Removal and Vacancies: Any member of the Board may be removed at any time with or without cause by a majority vote of the remaining members of the Board. Any un-expired term caused by any vacancy occurring in the Board of Trustees may be filled by a majority vote of the remaining members of the Board. Section 8. Meetings: a. Place: All meetings of the Board of Trustees shall be held at such place within or outside the State of Indiana as may be specified in the notice of the meeting. b. Frequency: The President shall convene no less than two meetings of the Board of Trustees annually. The Annual Meeting of the trustees for the election of trustees and for the transaction of such other business shall be held on or before the Annual Meeting. Trustees shall be informed of the meeting at least 60 days in advance. c. Special Meetings: Special meetings of the trustees may be called by the Chair of the Board or the President of ETC, or by any two members of the Board of Trustees. Notice of the time and place of each special meeting shall be given to each trustee at least twenty-four hours in advance. The notice must state the purpose of the meeting. ARTICLE V Section 1. Generally: The officers of ETC shall consist of the following: President, Vice-President, Secretary, and Treasurer. The Board of Trustees may create such other offices as in its judgment the business of ETC reasonably requires. The officers of ETC must be representatives of a member institution. Any two office positions, except the offices of President and Treasurer may be held by the same person. No single member institution can be represented in more than two offices. All officer candidates shall be nominated at the Annual Meeting of ETC member institutions. The candidates standing for election shall be deemed elected upon receiving an affirmative vote from the Board of Trustees. Section 2. Removal: Any officer may be removed, either with or without cause, by majority vote of the Board of Trustees. Section 3. President: The President shall be the Chief Volunteer Officer of ETC. (S)he shall have general supervision over the conduct of the management and administration of ETC and shall have all powers that are by law or by custom incident to such office. The President will represent ETC or will appoint the Trustee to represent ETC in negotiations with the Cable Franchise Board, Cable Companies and City-County Counsel and other related funding agencies and service providers. Should an executive director be hired (S)he will replace the president and assume his/her duties. Section 4. Vice President: The Vice President shall perform the duties of the President during the President’s absence or disability. The Vice President also serves as the Chair of the Proposal Review Committee or is responsible for appointing the Chair of the Proposal Review Committee. From time to time, the Vice President may assume additional responsibilities as assigned by the President or the Board of Trustees. Section 5. Secretary: The Secretary shall attend all meetings of the Board of Trustees and all general membership meetings and shall record or cause to be recorded, accurate minutes of such meetings. In general, (s)he shall perform all duties incident to the office of secretary and such other duties as may, from time to time, be assigned by the Board of Trustees or President. The Secretary will work with the President or Vice President to prepare appropriate reports and documentation for such groups as the Cable Franchise Board, Cable Companies, City-County Council, area schools, and related funding agencies and service providers. Section 6. Treasurer: The Treasurer shall be the chief financial officer of ETC. The treasurer shall keep correct and complete records of account, showing accurately the financial condition of ETC and shall be the legal custodian of all moneys, notes, securities and other valuables that may from time to time come into the possession of ETC. The Treasurer shall render to the President whenever requested a complete record of his or her actions as Treasurer and of the financial condition of ETC. In general, (s)he shall perform all the duties incident to the office of Treasurer. In addition, the Treasurer shall serve as Chair of the Audit Committee. The Treasurer must be an employee of the institution serving as the recipient of public purpose grants or external grants. Section 7. Director: The Director shall be, ex officio, an officer, and a member of the Board of Trustees. The Board of Trustees shall appoint, by majority vote, an executive director of ETC. The director shall perform the functions of the chief executive officer of ETC, is responsible for administering the day-to-day operations thereof pursuant to the policies promulgated from time to time by the Board of Trustees. The director may execute deeds, contracts, notes and other formal documents on behalf of ETC, provided specific authority shall have been specifically conferred upon him or her by the Board of Trustees. Section 8. Compensation: Officers of ETC shall receive no salaries for their service; however, the Board of Trustees may, by resolution, provide for the reimbursement of expenses for attendance at regular meetings or special meetings for ETC, or for other duties performed on behalf of ETC, but all payments shall be reasonable and necessary and not excessive in amount. Nothing herein contained shall be construed to preclude any officer from servicing ETC in any other capacity and receiving compensation therefore. ARTICLE VI Section 1. Designation: There shall be two classes of Committees which may be created by the Board of Trustees from time to time. Committees shall be either Standing Committees or Special Committees. They shall make recommendations regarding ETC policy to the Board of Trustees. A special Committee shall exist or such term as shall be specified in the resolution creating it. The members can also form ad hoc committees to carry out the duties of the organization. Section 2. Membership: Members of all Committees shall be nominated by the Board of Trustees. Committee members must be representatives of member institutions. Each committee will consist of three or more members with each member serving for two years or until a successor is chosen. Section 3. Standing Committees: Standing committees will be comprised of representatives of member institutions and ex-officio committee members from city government, cable television and other service providers as appointed by the Board of Trustees. The following Committees shall be standing committees of the Board of Trustees: a. Audit Committee: The Audit Committee shall review the services and fees of ETC and any independent auditors, financial statements, accounting practices and adequacy of auditing and internal controls of ETC. The Chair of the committee shall be the Treasurer or appointed by the Treasurer. b. Other Standing Committees as Created by the Board of Trustees: The Board of Trustees may designate other committees with such responsibilities and powers; members of such committees may or may not be members of the Board of Trustees or Audit Committee. Among those committees are: i. Institutional Membership Recruitment Committee: The Institutional Membership Recruitment committee shall be responsible for identifying, recommending and then approaching any qualified institution for membership in ETC. This Committee shall be made up of 3-5 voting or non-voting members of current member institutions or organizations as appointed by the Board of Trustees. ii. Proposal Review Committee: The Proposal Review Committee shall be responsible for reviewing proposals submitted by members of ETC and interns and recommending them for approval or denial by a majority vote. The committee shall be chaired by the Vice-President of ETC or by the person appointed by the Vice-President to serve as Chair. This Committee shall be made up of 7 persons (including the Chair) – 2 from college or university institutions, 2 from K-12 institutions and 2 from general public service organizations. Proposals are then recommended to the Board of Trustees and passed with a majority vote at quarterly meetings. The Proposal Review Committee has primary responsibility for articulating proposal submission procedures to ETC contributor members.
Section 4. Procedures, Meetings and Quorum: All Committees shall keep a record of their acts and proceedings. Meetings shall be held at the discretion of the Chair of the Committee, notice is not necessary for each meeting. Any member can request a special meeting, written notice of special meetings shall be distributed to each member. The members of the committee shall act only as a committee, and the individual members shall have no powers as such. ARTICLE VII Section 1. Contracts: The President of ETC may enter into a contract or execute any instrument in its behalf. Such authorization may be general or confined to specific instances. Unless authorized by the Board of Trustees, no officer, agent or employee shall have any power to bind ETC or to render it liable for any purpose or amount. Section 2. Loans: No loan shall be contracted on behalf of ETC and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Trustees. Section 3. Checks: All checks, drafts or other orders for payment of money, notes and other evidences of indebtedness issued in the name of ETC shall be signed by such person or persons as determined by the Board of Trustees. Section 4. Deposits: All funds of ETC shall be deposited to its credit in the Indiana University grant accounts at Indiana University-Purdue University Indianapolis (IUPUI) or other depositories as the Board of Trustees may specify. Section 5. Gifts: The Board of Trustees may accept on behalf of ETC any gift, bequest, devise or other contribution for the purposes of ETC. ARTICLE VIII Section 1. Liability: The officers and trustees of ETC shall not be personally liable for its debts, obligations or liabilities. Section 2. Indemnification: ETC shall indemnify any officer or trustee of ETC, or any person who may have served at its request as an officer of another corporation against expenses actually and necessarily incurred in connection with the defense and settlement of any action, suit or proceeding in which (s)he is made a party by reason of being or having been such officer or trustee, except in relation to matters as to which (s)he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such officer may be otherwise entitled. ARTICLE IX The Articles or Bylaws may be amended by changing, altering, suspending, supplementing, or repealing the same, at any duly constituted annual or special meeting of the Board of Trustees by 2/3 vote of the members present in person at such meeting. If such amendment is to be voted upon at an annual or special meeting, written notice shall be given of intention to alter, amend, repeal or adopt new Bylaws at least ten days prior to said meeting.
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