Articles of Incorporation  (PDF file format)

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BY-LAWS OF

HARPSWELL COMMUNITY BROADCASTING CORPORATION

 

ARTICLE I

The officers shall consist of a President, a Vice-President, a Treasurer, and a Secretary who shall be chosen by the Directors from among themselves. One Director may hold more than one office. All officers shall be elected by the Directors at the annual meeting of the Directors, and the term of each officer shall end with the election of his or her successor. Vacancies occurring during the term may be filled by the Directors.

 

ARTICLE II

The Board of Directors shall be elected by its members at its annual meeting. The term of each Director shall begin with his or her election and end when his or her successor is elected. Vacancies occurring between annual meetings may be filled by the remaining members of the Board of Directors. There shall be no less than five, nor more than eleven, Directors. The term of Directors shall be for a three year period. One-third of the Board of Directors elected at the annual meeting in 1997 shall be elected to a one-year term, one-third for a two- year term, and one-third for a three year term. Thereafter, all Directors shall be elected for a three-year term.

 

ARTICLE III

Section 1. President. The President shall preside at all meetings of the Directors and shall sign all certificates of membership and all contracts and other instruments in writing which have been first approved by the Board of Directors. The President shall call the Directors together whenever he or she deems it necessary, and shall have, subject to the advice and control of the Directors, the general superintendence of the affairs of the Corporation.

The President shall have the power to call a Directors meeting where a quorum of the Directors must be present, and the President shall have the power to conduct a meeting of the Directors by mail ballot which for all purposes shall be equally binding upon the Corporation and its officers.In the absence of the President, the Vice President shall perform the President's duties. The Vice President shall have the additional duties as may be set forth by the Board of Directors.

Section 2. Treasurer. It shall be the duty of the Treasurer to keep safely all funds belonging to the Corporation in a bank designated and approved by the Board of Directors as the Corporation Bank, and disburse those funds under the direction of the Board of Directors. At each annual meeting of the Board of Directors, the Treasurer shall submit a complete statement of the accounts for the past year, with proper vouchers. The Treasurer shall have the additional duties as may be set forth by the Board of Directors.

Section 3. Secretary. It shall be the duty of the Secretary to keep a record of the meetings of the Board of Directors and shall have the additional duties as may be set forth by the Board of Directors.

 

ARTICLE IV

The Board of Directors shall have the power to:

A. set forth by resolution the exact steps, notice time, wording of notice, wording of ballot question form so that ballot by mail procedures shall be standard and uniform;

B. make rules, decide policy, define and execute programs, direct agencies, appoint committees, and set Board membership qualifications not inconsistent with the laws of the State of Maine and the United States of America, for the guidance of the officers and management of the affairs of the Corporation;

C. incur such indebtedness as they may deem necessary; and to authorize the execution by the President and the Treasurer, of and note, mortgage, bond or pledge for such indebtedness.

 

ARTICLE V

The Board of Directors shall have the duty to:

A. cause to be kept a complete record of all their meetings and acts, and also of the proceedings of the Board of Directors and to present a full statement at the regular annual meeting of the Board of Directors showing in detail the assets and liabilities of the Corporation, and generally the conditions of its affairs; a similar statement shall be presented at any other meeting when required by at least a majority of the Board of Directors;

B. supervise all the acts of the Officers and employees, require the Secretary and Treasurer to keep full and accurate records and accounts, and prescribe the form and mode of keeping them;

C. to cause the funds of the Corporation to be safely kept, directing where they shall be kept.

 

ARTICLE VI

The members of the Board of Directors shall receive no compensation for their services, nor shall the Corporation be held liable for any services rendered, but members of the Board of Directors and Officers or employees shall be allowed their reasonable traveling expenses when actually engaged in the business of the Corporation and authorized by the Board of Directors.

 

ARTICLE VII

Section 1. The regular annual meeting of the Board of Directors shall be held at the time and place designated by the Board of Directors in October or November of each year. At such meetings, a representation by proxy is to be in writing, and filed with the Secretary. The number of persons present and represented by proxy shall constitute a quorum if equal to 51 percent of the Board of Directors.

Section 2. The Board of Directors shall meet at least quarterly, and special meetings of the Board of Directors may be called by the President whenever he or she may deem it expedient. A majority of the members of the Board of Directors in office shall constitute a quorum for the transaction of business.

Section 3. All meetings of the Board of Directors shall be called by a postal notice addressed to members' last known address not less than five nor more than fourteen days prior to the meeting, or by such other means as are approved by the Board. Board of Directors meetings by mail ballot shall be specified in rule established by the Board.

 

ARTICLE VIII

The records in the office of the Secretary and Treasurer shall at all times during business hours be open to the inspection of the Board of Directors.

 

ARTICLE IX

Section 1. A Director or Directors may be removed for cause by a simple majority vote of the remaining Board of Directors. Cause may include lack of interest, non-attendance at meetings without reason, or general lack of dedication or motivation.

Section 2. These by-laws may be altered or amended at any annual meeting of the Board of Directors, or at any special meeting called for that purpose, by a majority vote of 51 percent of the Board membership at the meeting in person and by proxy.

Section 3. A copy of these by-laws shall always remain in the possession of the Secretary of the Corporation.