By-Laws of WayCAM: Wayland Community Access and Media, Inc., In effect November 21, 2019

 

Article 1

 

Name, Purposes, Powers and Related Matters

 

The name of Wayland Community Access and Media, Inc. (aka WayCAM) (hereinafter in these bylaws referred to as the "Corporation"), the location of its principal office and its purposes shall be as set forth in the Articles of Organization and these bylaws, and the Corporation shall be exclusively charitable, scientific, or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), as amended from time to time, and shall, as its primary activity, provide non-commercial public, educational, government cable access, and related technology services to the residents, schools, businesses, and other institutions of Wayland.

The mission of the Corporation shall be to provide a non-profit electronic forum for the free exchange of information and ideas, which reflect the talents, skills, interests, concerns, and diversity of the Wayland community. In pursuit of this mission, the Corporation shall:

1) Manage facilities for community access TV programming on the Public, Educational, and Governmental access channels of the Wayland cable television system;

2) Provide access to and training in telecommunications and/or computer technology, including video production and computer communications;

3) Serve as a catalyst to facilitate and stimulate community discourse and provide leadership inthe uses of telecommunications technology.

The powers of the Corporation and of its directors, officers, committees, and members -- and all matters concerning the conduct and regulation of the Corporation’s affairs -- shall be governed by such provisions, if any, set forth in the Articles of Organization and these bylaws. This extends tothe manner in which the officers and agents charged with adhering to its purposes conduct the Corporation’s business.

All references in these bylaws to the Articles of Organization shall be constructed to mean the Articles of Organization as amended from time to time.

Except when specifically stated to the contrary, the board of directors shall be construed to mean a majority of the board of directors. The board of directors shall resolve any questions regarding the meaning of any provisions of the bylaws.

 

Article 2

 

The Members

 

1. Eligibility

All Wayland residents - ages 18 or over - are eligible to become voting members of the corporation. Non-residents are eligible for voting membership if, through employment or participation in a town organization, they are closely involved with town operations or activities.Examples include school or town employees, such as a school principal or a library staff member.Examples also include non-residents involved with Wayland-based commercial or non-profit organizations, such as volunteers or employees of a Wayland-based business development group or arts organization. Regardless of residence, students attending Wayland High School are eligible for non-voting membership, and pay no dues. Likewise, all Wayland residents enrolled in high school programs, whether private or public (such as a technical high school) qualify for anon-voting membership, and pay no dues.

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2. Voting Member Rights and How to Become a Voting Member

Each voting member of the Corporation has one vote at meetings of the members. For family memberships, the family has one vote. In the case of a member organization, the organization has one vote, and the vote may be cast by a duly appointed representative of said member organization. To become a voting member, an eligible person or organization must:a) Meet the eligibility requirements b) Complete and return to the Corporation a membership enrollment form c) Pay the annual membership dues, if applicable.To be eligible to vote at any annual or special meeting of members (as specified below), a member must have been a voting member for at least thirty (30) days prior to the meeting.

 

3. Annual Meeting of Members

The annual meeting of members shall be held in Wayland, at a location determined by the board of directors, typically in November of each year to elect directors and transact other business that may properly come before the meeting. The date, time, and place of the annual meeting shall be determined by the board of directors, and members shall be notified of each meeting as provided herein.

 

4. Special Meeting of Members and/or the Board of Directors

Special meetings of members and/or directors shall be called by the president upon request of amember of the board of directors or upon written request submitted to the Corporation by not less than one-tenth (1/10) of all members entitled to vote at a special meeting.

 

5. Notice of Meetings of Members

A written notice of every annual or special meeting of the Corporation, stating the place, date,hour, and purpose shall be given not less than seven (7) nor more than thirty (30) days before the date of the meeting to each member entitled to vote at the meeting at his or her address (mailing or email) as it appears in the records of the Corporation. Notices shall be displayed on WayCAM’s cable television channels and website during the notice period described above.

 

6. Quorum of members

a) Five (5) or more voting members physically present at a duly noticed meeting shall constitute a quorum at any annual or special meeting of members. Voting members must vote at such meeting in person; provided however, members of the board of directors may vote in person or remotely. If a quorum shall fail to attend, a majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present in person. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally notified.

b) In the event that there are fewer than five (5) voting members in attendance, the board of directors shall retain the power to vote on any matter that would otherwise be reserved for the vote of a quorum of voting members.

 

7. Procedure for Voting

Voting members shall be entitled to vote on matters submitted to the members for approval at meetings of the members, including the election of non-appointed members of the board of directors, and subject to the board of directors having the sole authority to vote on all corporate matters. In the case of a conflict between a vote of the members and directors, a vote of majority of the directors shall prevail. Those eligible to vote on a question, with the exception of directors, must vote in person.

 

8. Members' Dues and Fees

The board of directors may, from time to time, adopt a schedule of annual member dues which may vary by member category. Exceptions may be made by vote of the board of directors. Dues amounts shall be maintained at reasonable, easily affordable levels. Dues amounts shall be posted on the WayCAM.tv website. The board of directors may, from time to time, establish fees (e.g., insurance for equipment usage) as deemed fiscally appropriate.

 

9. Membership Benefits

a) The following benefits are reserved for members of WayCAM only:

1. Voting at meetings of members;

2. Studio and equipment usage;

3. Training in TV and related production techniques as may be offered;

4. Any other benefits the board of directors shall specify or change.

b) Students attending Wayland High School or Wayland residents attending another public or private high school must become student members in order to use the Corporation’s studio to produce a show, or to borrow or use equipment. Student members are non-voting members and are not required to pay dues.

 

Article 3

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Board of Directors

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1. Powers

The board of directors shall have and may exercise all of the powers of the Corporation to the extent permitted by the Massachusetts General Laws, the Articles of Organization, and these bylaws.

 

2. Tenure and Qualifications

The board of directors shall have no fewer than five (5) nor more than seven (7) directors, who shall be elected as follows: at least two (2) directors shall be appointed by the Select Board, and one (1) director shall be appointed by the Superintendent of Schools, such that the Town’s minimum representation shall be as required in the Memorandum of Agreement between WayCAM and the Town of Wayland; and the WayCAM membership shall elect the remaining directors. Directors shall serve staggered three (3) year terms. The Select Board will, in its discretion, appoint successor directors to the positions held by the Select Board appointed directors. The Superintendent of Schools will, in her or his discretion,appoint a successor director to the Superintendent-appointed director’s position. Successors to the other directors shall be elected in accordance with these bylaws by the Corporation’s members. Each director shall hold office until her or his successor is elected or appointed,according to these bylaws, unless removed prior thereto in accordance with law and these bylaws. Any director appointed by the Select Board or by the Superintendent of Schools may be removed without cause by the Select Board or Superintendent, respectively, and a replacement director shall be appointed by said Board or Superintendent for the unexpired balance of the removed director’s term. Elected directors shall only be removed in accordance with these bylaws. Elected directors shall be limited to no more than three (3) successive terms.

 

3. Nomination and Election Process of Directors

Non-appointed directors to be elected shall be selected in the following manner: no later than thirty (30) days prior to the annual meeting of the Corporation, a Nominating Committee of the board of directors shall notify the members of the Corporation of upcoming elections and shall request suggested nominees. The Nominating Committee shall be charged with the responsibility of compiling a slate of candidates from these submissions for election to the board.In addition to the candidates selected by the Nominating Committee, any member may become a candidate for election to the board of directors by presenting the Nominating Committee with a petition for special nomination signed by at least one-tenth (1/10) of the eligible voting members of the Corporation no later than fourteen (14) days prior to the date of the annual or special meeting at which the election is to occur. Such candidates will be added to the Nominating Committee slate for positions on the board of directors. Signatures for purposes of this section shall be deemed valid unless challenged prior to or as of the date of the election. Said elections shall be for the directors not appointed by the Select Board and the Superintendent.

 

4. Removal of Directors, Vacancies

Any director who fails to attend three (3) consecutive meetings of the board of directors without reasonable excuse may be removed from the board of directors by a majority vote of those directors present and voting at a regular or special meeting of the board of directors. Elected directors may also be removed for cause by a vote of a majority of members voting at a duly noticed meeting having a quorum of members present. Any director proposed to be removed shall be entitled to at least ten (10) days’ notice in writing with statement of cause by mail of the meeting of the board of directors, or meeting of members, as applicable, at which such removal is to be voted upon and shall be entitled to appear before and be heard by the board of directors, or meeting of members, whichever is applicable, at such meeting prior to a vote for removal taking place.Any vacancy on the board of directors shall be filled by the board of directors until the next scheduled election, except that appointed directors shall be replaced by the appointing authority.Such a replacement director shall serve until the end of the unexpired term of the person whose absence caused the vacancy to exist. Further to removal of appointed directors, see Article 3,Section 2 above.

 

5. Disqualification

No member of the Corporation's staff or applicant for a position with the Corporation shall serveas a member of the board of directors. No immediate family member of the Corporation's staff shall serve as a member of the board of directors nor shall any immediate family of a member ofthe board of directors be an employee of the Corporation.

 

6. Schedule of Meetings

The board of directors shall hold at least three (3) regular directors meetings during each fiscal year of the Corporation.The board of directors may hold special directors meetings whenever requested by the President or two or more of the directors.The Secretary (Clerk) shall cause written notice of the regular and any special directors meetings to be mailed or delivered to each director at least five (5) days before the date of the meeting,unless all of the directors attend or sign a written waiver of notice.

 

7. Meetings Open to the Public

Not withstanding the private charitable status of the Corporation, meetings of the board of directors shall be open to the public in accordance with the provisions in Chapter 39, Section 23A and 23B of the General Laws of the Commonwealth which governs when certain governmental agencies may hold closed meetings and is adopted for purposes of this section only by the Corporation as a guideline for the conduct of meetings of the board of directors. Whenever the board of directors determines to hold a closed meeting, it shall publicly specify its reasons for closing the meeting. However, the posting of notices of meetings and notices to directors shall be in conformity with these bylaws and not necessarily the requirements of Massachusetts General Laws, Chapter 39.

 

8. Quorum of Directors

A majority of the directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the board of directors, the directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present.On a case-by-case basis, and if agreed to by a majority of directors then physically in attendance,a director may attend board meetings by remote audio connection, up to three (3) times per year;and shall be considered in attendance and be allowed to participate in discussion and vote on any subject for which said director participates in the discussion of that subject. However, any director who attends three (3) consecutive meetings remotely may be subject to removal under Article 3, Section 4 at the discretion of the Board. On time sensitive matters, the board may decide to host an entirely remote meeting via conference call for a debate and vote on a specific issue. The vote, when the board has already debated the issue, may be confirmed by an email vote.

 

9. Action of the Board of Directors

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law, the Corporation's Articles of Organization or these bylaws.

 

10. Compensation of Directors

Directors shall not be compensated for their services as directors other than the reimbursement reasonable and necessary expenses incurred in the performance of such services.

 

Article 4

Officers

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1. The board of directors of the Corporation shall appoint the initial officers of the Corporation from among the directors of the Corporation. The officers of the Corporation shall consist of a President, Secretary (also known as Clerk), Treasurer, and such other officers as the board of directors may deem desirable. All officers shall be elected by the board of directors from the board of directors. No person shall hold more than one office at any one time, except by majority vote of the board of directors. Each officer of the Corporation shall be elected annually at the meeting following the annual meeting and shall hold office until the meeting following the annual meeting of the Corporation, or special meeting held in place thereof, and thereafter until his or her successor is chosen and qualified.The board of directors may remove from office any officer by a vote of a majority of its entire number then in office. A vacancy in any office may be filled by vote of the board of directors.Officers shall not be compensated for their services as officers of the Corporation. Removal from office shall not result in removal from directorship unless in accordance with rules governing same.

 

2. President

The President shall preside at all meetings of members and directors. (If the President is absent from a meeting, the Executive Director may run the meeting as long as the board of directors has a quorum.) The President shall nominate the chairpersons of all committees duly established by the board of directors. In the event that the President cannot carry out her or his duties (due to sickness, family issues, employment obligations or other good cause), the board of directors shall select a director to serve as an Acting President for up to six (6) months. The President who is unable to carry out her or his duties shall remain a director unless she or he resigns or is removed by the board of directors. When the President on leave is able to resume her or his duties as President, she or he shall resume those duties as President as of the next board of directors meeting.

 

3. Secretary

The Secretary (Clerk) or Executive Director shall issue notices of all meetings of the board of directors and shall send such official notices as may be directed by the board or required pursuant to these bylaws. The Secretary shall also be responsible for all general correspondences of the board and in general performing all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him/her by the President or by the board of directors. The Secretary, or a board member agreed to by the board of directors, shall take or be responsible for the taking of minutes of all meetings of the board of directors and meetings of the members called in accordance herewith.

 

4. Treasurer

The Treasurer shall be responsible for overseeing the custody of the Corporation’s funds; making sure that we keep full and accurate accounts of receipts and disbursements to the Corporation;confirming that all monies are deposited in the name of the Corporation in an institutional interest bearing account, and in such depositories as may be designated by the board of directors; and seeing that a quarterly or monthly financial statement and an annual statement of all receipts and disbursements of the Corporation is provided to the board of directors.

 

Article 5

Committees

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1. Standing Committees

The standing committees of the board of directors shall include a Finance and Fundraising Committee, Membership Committee, Building Committee, and a Nominating Committee, as described below; and such other committees as may be created by the board of directors. Thecreation of the foregoing committees shall be at the discretion of the board of directors and determined by majority vote of the board.

 

2. Appointment and Duties of the Standing Committees

Committee chairpersons shall be nominated by the President and elected by a majority of the board of directors. The members of each standing committee shall be nominated by the President, after consultation with the chairpersons of such committee. The board of directors shall elect members drawn from the board and the membership so that committee composition shall reflect the diversity of interests and neighborhoods in the Town of Wayland. Committees shall develop relevant policy recommendations for board consideration. Chairpersons of committees are responsible for keeping minutes of their meetings and furnishing reports as requested.

 

3. Finance and Fundraising Committee

The Finance and Fundraising Committee shall review the annual financial statements, approve annual reports; and recommend to the board the selection of, and fees to be paid to accountants for the Corporation. It shall be the responsibility of the Finance and Fundraising Committee to report to the board of directors whether the Corporation is meeting its projected budget; on thescope and adequacy of the audits and related fees; and to continually monitor and report to the board of directors on the effectiveness and adequacy of the Corporation's internal accounting controls. The Finance and Fundraising Committee shall develop and recommend to the board the annual budget, and shall regularly monitor the Corporation's expenses, and income.Finance and Fundraising Committee shall develop and implement fundraising strategies for the Corporation. The committee shall recommend to the board of directors various fundraising plans as needed, and upon the adoption of a fundraising plan by the board of directors, the committee shall enlist members of the board of directors, officers, members and other volunteers to assist in the implementation of specific projects. The committee shall meet when needed determined bythe board of directors to monitor the Corporation's fundraising status and to review grant proposals.

 

4. Membership Committee

The Membership Committee shall develop and implement strategies for developing a broad based membership in the Corporation that encourages and fosters the development and production of access and community programming.

 

5. Building Committee

The Building Committee shall evaluate the use of the Corporation's access and community programming facilities and shall also be responsible for recommending all capital expenditures.The committee shall oversee matters regarding real estate and leases.

 

6. Nominating Committee

The Nominating Committee shall select candidates for election to fill vacancies of the elected directors of the board of directors. The Nominating Committee shall be charged with soliciting the names of nominees for the board of directors and with the preparation of a slate of candidates tofill such vacancies as elsewhere herein provided in Article 3.

 

Article 6

Miscellaneous Provisions

 

1. Fiscal Year

Except as from time to time otherwise determined by the board of directors, the fiscal year of the Corporation shall be the twelve (12) months ending December 31 of any given year.

 

2. Annual Financial Review

The account books of the Corporation shall be reviewed bi-annually by an independent certified public accountant retained by the board of directors, and the report of such accountant shall be filed with the records of the Corporation. The board of directors shall have an opportunity to review the report of such accountant and submit any written questions regarding the report

 

3. Execution of Corporate Instruments

Mortgages, bonds, notes, and other evidences of indebtedness and such other instruments as the Corporation may issue in the conduct of its business shall carry the signature of the President and such other officer or officers as the board of directors may from time to time determine by resolution. Checks for payments for services rendered or for expenditures that have been approved by the board of directors shall carry the signature of the Executive Director, Treasurer,or the President. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

 

4. Amendments

Any part or all of these bylaws may be altered, amended or repealed from time to time by at least a two-thirds (2/3) vote of the board of directors present at a regular or special meeting of the board duly called for that purpose, provided that notice of the substance of the proposed alteration, amendment or repeal shall be stated in a notice for such meeting mailed, e-mailed, or faxed to the board of directors no less than ten (10) days before such meeting. Any such changes must be ratified at the next scheduled annual meeting. Notice of such proposed changes must be provided with the notice of annual meeting pursuant to Article 2, Section 5 herein. Any such amendment shall be subject to prior approval of the Select Board in its capacity as Cable License Issuing Authority for the Town; provided however, if following forty-five (45) days from receipt of written notification of the proposed amendment and its text said Issuing Authority takes no action, the amendment will be deemed approved. Any amendment to the Articles of Organization shall be subject to same requirements as above.

 

5. Conflict of Interest

No director or officer of the Corporation may participate in the evaluation, review and approval of any application for a grant or any other matter in which he or she has a direct personal interest.All grants and other transactions shall be conducted at arm's length and shall not violate the proscriptions in the Articles of Organization, these bylaws, or any other applicable prohibition against the Corporation's use or application of its funds for private benefit. No such loan or transaction shall be entered into if it would result in denial of or loss of tax-exempt status under Section 501(c)(3) or other applicable sections, if any, of the Code and its regulations as they now exist or as they may be hereafter amended.

 

6. Non-Discrimination

Selection of the board of directors, Officers of the Corporation, members, volunteers and staff shall not be based on race, color, religion, age, national origin, disability, gender identity, or sexual orientation.

 

7. Agreements with other Municipalities and Access Entities

The Corporation may enter into agreements with other municipalities, access corporations or cable television licensees to provide cable television access services and to share resources,including but not limited to facilities, equipment and staff, and other resources, and enter into other agreements to carry out activities consistent with the purposes of the Corporation. Such agreements should provide necessary resources to the Corporation to serve the particular municipality in question. In the event such agreements involve occasional transactional cooperation and collaboration (including but not limited to sharing of occasional programs or occasional technical assistance, equipment and resource exchange), such agreements shall not require the prior approval of the board of directors or Select Board. In the event that such inter-municipal or inter-entity agreements involve a formal joint venture, formal partnership or contractual relation result in a change in the intended mission, audience or membership of the Corporation, or otherwise result in other municipalities’ residents or other studio or programming entities having regular benefit or use of assets or resources of the Corporation, such agreements must be approved by the board of directors and the Select Board. The Select Board, acting as Issuing Authority, may be requested by the board of directors to amend oneor more cable licenses, in order that an agreement described above is permitted under the terms of such cable licenses.

 

8. Personnel Policies

The board of directors shall be charged with developing the Corporation's personnel policies, job descriptions and advertisements, reviewing and evaluating staff salaries and benefits and the performance of the employees, and shall be responsible for related personnel matters and grievances and coordinating the hiring of the employees. Not withstanding the foregoing, the board may at any time create a Personnel Committee pursuant to Section 9 of this Article.

 

9. Annual Report

The Corporation shall prepare an Annual Report of operations and budget to be presented at the annual meeting. Copies of same shall be available to the public. Upon written request of the Select Board or its designee, the Corporation shall provide the Select Board, for advisory purposes only, an opportunity to review and discuss the Corporation's Annual Report and its operations and budget. The Corporation shall participate in hearings to be conducted by the Select Board or its designee to discuss for advisory purposes only the Corporation's Annual Report operations and budget.

 

Article 7

Indemnification

 

To the fullest extent permitted by Chapter 180, Section 3 of the Massachusetts General Laws asit exists or may be amended, each officer, and the directors of the Corporation shall be indemnified by the Corporation against any and all claims and liabilities to which he/she becomes subject by reason of his/her being or having been an officer or director, whether or not he/she continues to be an officer or director at the time of the adjudication of such claim or liability. The Corporation shall also indemnify such officer or director for any and all legal and other expenses reasonably incurred by him/her in connection with any actual or threatened action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been such an officer or director, whether or not he/she continues to be an officer or director at the time of incurring such expenses. No officer or director shall be indemnified against any action, claim suitor proceeding in which he/she shall be finally adjudged liable by reason of his/her own negligence or willful misconduct; and no such officer or director shall be indemnified against the cost of any compromise or settlement of any such alleged claim or liability, unless said compromise or settlement shall be approved in advance by the board of directors.