Vermont Media Alliance, Inc.
A Vermont Non-Profit Corporation
Article 1. Name
The name of the Corporation shall be “The Vermont Media Alliance, Inc.”
Article 2. Purposes
The Corporation is organized exclusively for the purpose of improving business conditions for media production in Vermont within the meaning of Section 501(c)(6) of the Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
Article 3: Principal Office and Registered Office
The principal office and registered office of the corporation shall be located at 18 Pearl Street, Town of Brandon, VT 05733. 11B V.S.A. § 5.02.
Article 4: Members
Section 1. Full Membership. A natural person may become a full member of the corporation by completing the following: (1) paying the annual full membership fee and (2) completing an online profile. 11B V.S.A.§ 6.01.
Section 2. Affiliate Membership. A natural person may become an affiliate member of the corporation by completing the following: (1) paying the annual affiliate membership fee and (2) completing an online profile. 11B V.S.A.§ 6.01.
Section 3. Voting Rights. Each full member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Affiliate members shall not have any voting rights. 11B V.S.A. § 6.20 & 7.21.
Section 4. Resignation. Any member may resign by declining to pay his or her annual membership fee at the time when his or her membership is to be renewed. A member may also resign at any time by delivering a written notice of resignation to the Corporation. 11B V.S.A. § 6.30.
Section 5. Reinstatement. Any former member may be reinstated by paying the appropriate annual membership fee and completing an online profile.
Section 6. Annual Meeting: The annual meeting of the members shall be held on the first Saturday of February in each year, beginning at 3:00 o’clock P.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in Vermont, such meeting shall be a held on the next succeeding business day. If the election of directors is not held on that day, the board of directors shall call a special meeting of the members, as soon thereafter as is convenient. 11B V.S.A. § 7.01.
Section 7. Special Meetings: The Corporation shall hold a special meeting of members:
- on call of its board or the person or persons authorized to do so by these bylaws; or
- if the holders of at least five percent of the voting members in good standing sign, date, and deliver to any officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. 11B V.S.A. § 7.02.
Section 8. Place of meeting: An annual meeting or special meeting shall be held at the principal office of the Corporation or such other location within Vermont that is designated in the notice of meeting. An annual meeting or special meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conferencing telecommunication. 11B V.S.A. § 7.02(d).
Section 9. Notice of Meeting: Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to members by the board by first class mail or e-mail, whichever is more convenient, no fewer than ten but no more than 60 days in advance of said meeting. The written notice may also designate that the meeting shall be held online. 11B V.S.A. § 7.05.
Section 10. Quorum: At least one-tenth of the total number of full members, represented in person, shall constitute a quorum at a meeting of members. If less than one-tenth of the full members is represented at a meeting, a majority of the full members so represented may adjourn the meeting from time to time. Notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. Unless one-third or more of the voting power is present in person, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice. 11B V.S.A. § 7.22.
Section 11. Proxies: At all meetings of members, a member may not vote by proxy. 11B V.S.A. § 7.24.
Section 12. Voting. Any action that is proper for a special meeting may be conducted by written or online ballot in lieu of a meeting. 11B V.S.A. § 7.08.
Section 13. Resolutions. All resolutions offered for the consideration of the members shall be presented in writing prior to discussion before the membership.
Section 14. Rules. Meetings of members shall be governed by Robert’s Rules of Order, Newly Revised (1990). 11B V.S.A. § 2.06(b).
Section 15. Action by written consent. Action required or permitted by these bylaws to be taken at a members’ meeting may be taken without a meeting if the action is taken by at least a majority of all of the members entitled to vote on the action, and if each member is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by at least a majority of all the members entitled to vote and delivered to the corporation for inclusion in the minutes or filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent in lieu of a meeting shall be given to all shareholders entitled to vote on such action under this title. Written consent may be evidenced by an electronic communication or an electronic record. 11B V.S.A. § 7.04.
Section 16. Action by written ballot. Any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter; provided, however, that action taken by ballot may not be a substitute for the holding of an annual or special meeting.
(a) A written ballot shall:
- set forth each proposed action; and
- provide an opportunity to vote for or against each proposed action.
(b) Approval by written ballot shall be valid only when the number of votes cast by ballot 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 to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(c) All solicitations for votes by written ballot shall:
- indicate the number of responses needed to meet the quorum requirements;
- state the percentage of approvals necessary to approve each matter other than election of directors; and
- specify the time by which a ballot must be received by the corporation in order to be counted.
(d) A written ballot may not be revoked. 11B V.S.A. § 7.08.
Article 5. Board of Directors
Section 1. Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed by, the board of directors. 11B V.S.A. § 8.01. The board may create committees for any purpose, including an executive committee that may exercise any of the authority of the board, and appoint members of the board to serve on any such committees. Each committee shall have two or more members, who serve at the pleasure of the board of directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual director of any responsibility imposed upon it or him by law. 11B V.S.A. § 8.25.
Section 2. Number, Tenure, and Qualifications: The board of directors of the Corporation shall consist of five members. Four Directors shall be elected to serve for terms of two years, and one Director shall be elected to serve a term of one year. Directors shall be elected at the annual meeting of members, and the terms of Directors shall be staggered so that no more than three expire in each fiscal year. In the event of a tie vote for Director, the Board shall choose a Director from among the candidates who tied. If an incumbent Director is part of the tie, the incumbent will not participate in the Board’s decision-making process. Directors must be residents of Vermont and must be members of the Corporation at the time of their election. 11B V.S.A. § 8.02 & 8.04. Directors may serve an unlimited number of successive terms. Despite the expiration of a Director’s term, the Director continues to serve until his or her successor is elected, or until there is a decrease in the number of directors.
Section 3. Regular Meetings: A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of members. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution. 11B V.S.A. § 8.20.
Section 4. Special Meetings: Special meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine. 11B V.S.A. § 8.20.
Section 5. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his business address, or by fax or e-mail, except that, pursuant to 11B V.S.A. § 8.22 and 11B V.S.A. Chapters 10-14, written notice of any special director meeting for the purpose of a vote on removal of a director, amendment of the Bylaws or Articles of Incorporation, merger, sale of assets other than in the regular course of activities, or dissolution shall be given in writing at least seven (7) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting by delivering to the board, before or after the date and time stated in the notice, a written waiver signed by the director entitled to notice and filed with the minutes or corporate records of the Corporation. The attendance of a director at a meeting shall also constitute a waiver of notice of such meeting, except where such director upon arising at the meeting or prior to the vote on a matter not properly noticed objects to lack of notice and does not thereafter vote or assent to the objected to action. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. 11B V.S.A. § 8.22 & 8.23.
Section 6. Quorum: A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. 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 Title 11B of the Vermont Statutes Annotated or these Bylaws requires a greater percentage. Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book. 11B V.S.A. § 8.24.
Section 7. Action Without Meeting. Any action that is proper for a special meeting may be taken without a meeting if the action is taken by all members of the board. Each action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. 11B V.S.A. § 8.21.
Section 8. Removal of directors. A Director elected by the members may be removed from the board with or without cause by the members in accordance with 11B V.S.A. § 8.08. In addition, Directors missing three consecutive regular meetings may be removed from the board by the board. The director may be removed only if a majority of the directors then in office votes for the removal. 11B V.S.A. § 8.08.
Section 9. Vacancies: Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. 11B V.S.A. § 8.11.
Section 10. Fees. The board of directors shall establish the annual membership fee and other fees as needed to be assessed from the members.
Section 11. Rules. Meetings of the board of directors shall be governed by Robert’s Rules of Order, Newly Revised (1990). 11B V.S.A. § 2.06(b).
Section 12. Telephone Conference Meeting. Any or all Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 13. Financially Disinterested Majority. No more than forty-nine percent (49%) of the individuals serving on the Board may be financially interested persons. For purposes of this section, financially interested persons means a) individuals who have received or are entitled to receive compensation, directly or indirectly, from the Corporation for services rendered to it within the previous twelve (12) months, whether as employees, independent contractors, or otherwise; or b) any spouse, sibling, parent, or child of any such individual.
Article 6. Officers
Section 1. Number: The officers of the Corporation shall be a president, a secretary and a treasurer, each of whom shall be appointed by the board of directors. Any two or more officers may be held by the same person, except the offices of president and secretary. 11B V.S.A. § 8.40.
Section 2. Election and Term of Office: The officers of the Corporation shall be appointed annually at the first meeting of the board of directors held after each annual meeting of the members, or as necessary as vacancies occur. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided. 11B V.S.A. § 2.06(b).
Section 3. Removal: Any officer or agent elected or appointed by the board of directors may be removed with or without cause by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Powers and Duties: The powers and duties of the several officers shall be as follows. The president shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. He/she shall, when present, preside at all meetings of the Board, and shall be ex-officio a member of all Board committees. He/she may sign, with the secretary or any other proper officer of the Corporation so authorized by the Board, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time. The treasurer shall: (a) have charge and custody of and be responsible for all funds of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board. The secretary shall prepare minutes of all meetings of the members and the board, and shall authenticate the records of the corporation upon request. 11B V.S.A. § 8.40.
Section 6. Salaries: The salaries of the officers may be fixed from time to time by the board of directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation. There shall be no right to a salary and a salary may not be paid unless the board of directors so orders.
Article 7. Contracts, Loans, Checks, and Deposits
Section 1. Contracts: The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.
Section 2. Loans: The Corporation shall not enter into any loan, nor issue any evidence of indebtedness in its name, unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the board of directors.
Section 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors shall select.
Section 5. Gifts: Gifts. The Directors, collectively or individually, any officer or designated agent may accept gifts, contributions, bequests, or devise of any property on behalf of the Corporation.
Article 8. Fiscal Year.
The fiscal year of the Corporation shall be January 1 to December 31.
Article 9. Waiver of Notice
Whenever any notice is required to be given to any member or director of the corporation under the provisions of law or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article 10. Amendments
An amendment to these bylaws must be approved in accordance with 11B V.S.A. 10.21.
Article 11. Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Article 12. Dissolution or Sale of Assets
The sale or mortgage of the assets of the corporation not in the regular course of business or, dissolution of the corporation, must be approved (i) by the board, and (ii) by the members of 2/3 of the votes cast or a majority of the voting power, whichever is less. 11B V.S.A. § 12.02 & 14.02. Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) or Section 501(c)(6) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.
Article 13. Indemnification
The Corporation shall indemnify any individual made a party to a proceeding because he or she is or was a director, officer or employee of the Corporation to the fullest extent permitted by Vermont law, provided that the director, officer or employee met the standards of conduct set forth in the Act, and only to the extent that the status of the Corporation as a 501(c)(6) tax-exempt organization is not affected thereby.