ASSOCIATION OF INDEPENDENTS IN RADIO, INC (AIR)
As approved in November 1988 at the time of AIR’s incorporation as a not-for-profit organization in the state of New York and amended November 20, 2012.
ARTICLE ONE - MEMBERSHIP
Section 1. Membership
AIR shall be a membership organization. There shall be three categories of membership:
a. Organizational Membership - shall be open to organizations engaged in media programs or services (including but not limited to, production, presentation, research, distribution, exhibition, funding or education).
b. Individual Membership - shall be open to individuals only.
c. Affiliate Membership - shall be open to all other organizations, foundations, and corporations who are interested in the field of media production.
I. Membership shall be automatically conferred upon payment of annual dues.
A. Membership shall be automatically cancelled if annual dues are not paid within 90 days of the due date, and may also be accomplished by a written notice of resignation to the Executive Director or Membership Director of the Board of Directors (the “Board”).
B. Members may also be asked to resign by vote of more than two-thirds (2/3) of voting Members or a vote of more than two-thirds (2/3) of the Board, for activities incompatible with the objectives and purposes of AIR.
C. It shall be at the sole discretion of the Board whether organizations are eligible for Membership.
D. The term “voting Members” shall refer to Organizational and Individual Members only.
Section 2. Membership Dues
Each Member is required to pay annual dues to AIR. The Board shall determine the amount of annual dues.
Section 3. Organizational Member’s Representatives
Each Organizational Member shall designate one (1) Representative to act for it and on its behalf with respect to all matters pertaining to AIR and shall designate one (1) Alternate who shall act in the event of the Representative’s absence or incapacity. The Organizational Member’s designation of its Representative shall be by written notification to the Secretary of AIR, and shall be effective until superseded by further written notification.
Section 4. Annual Meeting of Members
The annual meeting of the Members shall be held within thirteen (13) months of the previous annual meeting, at the principal office of AIR, or at such place within or without the State of New York as the Board may from time to time determine and as shall be designated in the notice of such a meeting. The Board may, in its discretion, permit Members to attend by phone, or other electronic form of communications, provided that attendance by such means does not unreasonably disrupt the annual meeting or subject AIR to any unreasonable expense.
Section 5. Special Meetings of Members
Special meetings of the Members for any purpose or purposes may be called by the Secretary, at the discretion of the President, the Board, or ten percent (10%) of the voting Members upon their written demand, which must be presented to the Secretary. Special meetings shall be held at the principal office of AIR, or such place within or without the State of New York as the Board may from time to time determine and as shall be designated in the notice of such a meeting.
Section 6. Voting Members Meetings
Whenever necessary, the President, fifty percent (50%) or more of the Directors of the Board, or ten percent (10%) of the voting Members, upon written demand presented to the Secretary, may call a meeting of the voting Members only.
Section 7. Notice of Meetings
Written notice of all meetings of Members, stating time, place and objectives thereof, shall be served personally by first-class mail, by e-mail or by other electronic means, at least ten (10) and not more than fifty (50) days before such meeting, to each Member or its Representative at his/her street or electronic address as it then appears on the books of AIR. In the case of a special meeting demanded in writing by ten percent (10%) of the voting Members pursuant to Section 5 above, the Secretary shall give notice promptly upon receipt of the written demand.
Section 8. Voting
a. Only voting Members in good standing shall be entitled to vote at meetings. Each voting Member shall be entitled to one (1) vote.
b. The voting Members shall have the right to vote at the annual meeting and any special meeting, on all actions by AIR that require a vote.
c. At all meetings of Members at which a quorum is present, all questions, except as otherwise provided by statute, by the Certificate of Incorporation, or by these By-laws, shall be decided by the vote of a majority of the voting Members who shall vote thereof.
Section 9. Proxies
Every Member entitled to vote at a meeting of Members, or to express consent or dissent, may authorize another individual to act for it by proxy. In order to be effective, a proxy must be in writing, signed by the authorizing Member, and submitted to the Secretary of AIR at or prior to the meeting.
Section 10. Quorum
At the meetings of AIR, twenty percent (20%) of the total voting membership, present in person, by telephone or other electronic means authorized by the Board, shall constitute a quorum. If, however, such a quorum shall not be present at any meeting of the Members, the voting Members present shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of voting Members shall attend. If a quorum is present at any such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called.
Section 11. Annual Meeting and Report
Pursuant to Sections 603 and 519 of the Not-for-Profit Corporation Law of the State of New York, or any successor provisions, the Board shall hold an annual meeting of the Members for election of directors and the transaction of other business, and at the Annual Meeting shall present and file with the minutes thereof, a report, duly verified or certified, containing information showing the assets and liabilities of AIR.
Section 12. Mail Referendum
A referendum of the Membership shall be conducted by mail or other electronic means on any issue whenever:
a. Requested by fifty percent (50%) or more of the Board; or
b. Requested by a petition of ten percent (10%) of voting Members.
Such request shall be made in writing and sent to the Secretary who shall verify the status of all Member signatures on the petition and arrange with the Board for execution of the referendum within seventy-five (75) days of receipt of the petition.
ARTICLE TWO - BOARD OF DIRECTORS
The Board of AIR shall be composed of persons elected from the voting Organizational and Individual Members of AIR and others appointed by the elected Directors. In addition, the Executive Director of AIR shall be an ex-officio member of the Board, and shall be authorized to vote on all issues brought before the Board, except those issues and discussions pertaining to the Executive Director’s employment, remuneration or personal benefit. Elected members of the Board shall serve until the election and qualification of their successors. Appointed members shall serve for their appointed terms(s).
Section 1. Powers and Duties of Directors
a. All corporate powers shall be exercised by the Board, except as otherwise expressly provided by law, by AIR’s Certificate of Incorporation, or by these By-laws.
b. The duties of the Board shall include, but not be limited to, the following:
1. To manage the affairs of AIR.
2. To transact necessary business in the intervals between meetings of the membership and such other business as may be referred to it by the Executive Committee.
3. To create standing committees.
4. To approve the plans of work of the standing committees.
5. To appoint an auditor or an auditing committee.
6. To approve and oversee the AIR budget.
7. To take necessary and appropriate steps to secure the financial stability of AIR.
8. To select an Executive Director for AIR, who shall select and approve all AIR personnel other than the officers described in Article Three.
Section 2. Number of Directors
The number of elected Directors shall not be fewer than nine (9), including three (3) Directors representative of Organizational Members (Organizational Directors) and six (6) Directors representative of Individual Members (Individual Directors). Subject to these minima, the number of Directors may be increased or decreased from time to time by a vote of the majority of the Board. Until so changed, the number of Directors shall be thirteen (13). In no event shall the total number of Organizational and Appointed Directors exceed the number of Individual Directors.
Section 3. Election, Appointment, and Removal of Directors
a. Elected Directors shall be elected by ballot within sixty (60) days following the annual meeting of Members. A ballot may be sent by mail or any form of communications reasonably designed to reach voting Members. Each Organizational and Individual Member may nominate one candidate to be elected to the Board and all Organizational and Individual Members may vote for one nominee for each vacancy on the Board. The number of vacancies in each category shall be specified in the ballot. Those nominees having the greatest number of votes within each category of Organizational and Individual Directors shall be elected to the Board. Of the nominees not elected, those receiving the greatest number of votes shall be designated as Alternate Organizational and Alternate Individual Directors, and shall (in order of the number of votes received) assume office immediately upon resignation or removal of any elected Organizational and Individual Director, respectively. The Alternate Director shall serve the remaining term of the Director being replaced. Nominations may be made at the annual meeting or may be submitted in writing in advance of the annual meeting.
b. Directors shall be elected for a term of three (3) years to replace those whose terms shall expire. Directors shall be elected for no more than three (3) consecutive terms. The terms shall be staggered so that at the time of the election, as near as possible to fifty percent (50%) of the Directors are beginning their terms.
c. The elected Directors (Organizational and Individual Directors collectively) may, from time to time, appoint Directors of the Board. Appointed Directors shall hold office for a term of three (3) years from the date of the appointment, and shall have the same rights and responsibilities as elected Directors. Appointed Directors shall serve no more than two (2) consecutive terms.
d. If a Director is absent from three (3) consecutive meetings of the Board without good cause, the Board by a vote of the majority, may declare the place of that Director vacant. The term of office of any Director may be terminated at any time, with or without cause, by decision of two-thirds (2/3) of the voting Directors at any regular and special meeting, or by referendum, pursuant to Article One Section 12, of these By-laws.
Section 4. Qualifications
Any person who meets the requirements of the statutes of the State of New York pertaining to the qualifications of Directors of Corporations organized under the Not-for-Profit Law shall be eligible to be elected a Director.
Section 5. Resignation
Any Director may resign, at any time, by giving written notice to the President or Secretary. Any such resignation shall take effect at the time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Regular and Special Meetings
Regular meetings of the Board may be held at such places and times as may be fixed from time to time by resolution of the Board. No notice need be given of such regular meetings. The President or Secretary may call, and upon a written request signed by any three (3) Directors, shall call, a special meeting of the Board.
Section 7. Notice
Notice of special meetings of the Board shall be given in writing, by telephone, e-mail or other electronic means. Each Director shall be notified at his/her last known street or electronic address at least ten (10) days before the time designated for such a meeting. Emergency meetings, however, may be called on two (2) days notice.
Section 8. Quorum
The presence, in person or by phone or other electronic means of communications, of at least fifty percent (50%) of the Board shall be necessary and sufficient to constitute a quorum, but a smaller number may adjourn any meeting to a later date. At least ten (10) days [two (2) days in an emergency] notice of such adjournment date shall be given in the manner provided in Section 7 above to each Director who is not present at such meeting.
Section 9. Manner of Acting
a. Except as otherwise provided by statute, by AIR’s Certificate of Incorporation, or by these By-laws, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board.
b. Any action required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting in one location if all of the Directors or committee members, as the case may be, participate in a telephone conference call or by means of other communications equipment by which each participant is able to simultaneously hear and speak with all other participants.
Section 10. Vacancies and Newly Created Directorships
a. Subject to the provisions of Article Two, Section 3 (a) of these By-laws, any vacancy arising for any reason in the Board shall be filled by majority vote of those entitled to elect or appoint the Director whose place has become vacant. However, if a vacancy remains unfilled for six (6) months and a quorum cannot be obtained as a consequence, the remaining Directors may appoint a Director to fill such a vacancy. A Director elected or appointed to fill a vacancy shall hold office for the duration of the term of the Director whose place has become vacant.
b. Newly created Directorships resulting from an increase in the number of Directors shall be filled by vote of the Members at a meeting called specially for that purpose or by appointment by elected Directors, consistent with other provisions of this Article.
ARTICLE THREE - OFFICERS
The Officers of AIR shall be President, one or more Vice-Presidents, a Secretary, and a Treasurer.
Section 1. Election and Term of Office
Officers shall be elected by the Board from its voting Directors for a one-year term, and until their successors are duly elected and qualified.
Section 2. Removal of Officers
The Board shall have the right to remove any officer at any time, with or without cause, by two-thirds (2/3) vote of the Board, not including the officer who is subject of the vote.
Section 3. Resignation
Any officer may resign at any time by notifying in writing the President, Secretary, or all Directors of the Board. Any such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. President: Powers and Duties
The President shall be responsible for supervising the operation of AIR under the general direction of the Board and the voting Membership. Except in cases where it shall be expressly delegated by the Board or by the By-laws to some other officer or agent, the President may sign and execute in the name of AIR leases, bonds, contracts, and other instruments. The President shall preside at all meetings of Members and of the Board and may give notice of any meeting, either of Members or of the Board, when called in accordance with the provisions of these By-laws. The President shall report to the Board and the Members at each of these meetings.
Section 5. Vice President: Power and Duties
The Vice-President shall perform all duties of the President in the absence or incapacity of the President, and perform such other duties as may be assigned by the President or the Board.
Section 6. Secretary: Powers and Duties
The Secretary shall give notice of the meetings of Members and of the Board as provided by these By-laws, record their proceedings, keep the seal of AIR, assure that staff maintain an accurate list of Members of AIR with their names, addresses, telephone numbers, other contact information and perform such other duties as may be assigned by the President or the Board.
Section 7. Treasurer: Powers and Duties
The Treasurer shall keep an account of all monies received and expended for the use of AIR; deposit corporate funds in depositories approved by the Board; make reports of the finances of AIR at each annual meeting, at each regular meeting of the Board and when requested by the President, or at a regular or special meeting when requested in writing by at least ten percent (10%) of the voting membership at least two (2) weeks before such meeting; and performs such other duties as may be assigned to her/him by the President or the Board. AIR funds, books, vouchers, and any other materials in the hands of the Treasurer shall be at all times subject to the inspection, supervision, and control of the Board. Within thirty (30) days of the expiration of her/his term of office, a Director shall return to AIR all AIR books, money and other property in her/his possession.
Section 8. Vacancies
Vacancies in any office may be filled by the Board at any regular or special meeting.
Section 9. Compensation of Directors or Officers
A Director or officer of AIR shall not directly or indirectly, receive any salary, compensation, emolument, or fee for services as a Director or officer, but, subject to the conflicts of interest provision in Section 10 below, a Director or officer may receive a reasonable salary, compensation, emolument, or fee for services performed for AIR in any other capacity.
Section 10. Conflicts of Interest
A conflict of interest arises whenever the personal or professional interests of a Director, an Advisory Director (as defined in Section 13 below), a management-level AIR employee, or their respective partners, spouses, or immediate family members (each an “Interested Party”) is at odds with the best interests of AIR. To assure that the best interests of AIR are protected, the Board shall develop and implement a Conflict of Interest Policy that:
1. Identifies potential conflicts of interest as they arise;
2. Assures that an Interested Party not participate in Board deliberations or vote of the Board on the matter;
3. Requires the Board to hire or contract with the Interested Party only if the Board determines that the Interested Party is the best qualified person, and that the Interested Party will provide the goods or services at the best price.
4. Records in the minutes of the Board meeting that the potential conflict of interest was disclosed to the Board and that the Interested Party did not participate in Board deliberations or vote.
Section 11. Negotiable Instruments
Checks, promissory notes, and other instruments for payment of money shall be signed by such person or persons as may from time to time be designated by the Board.
Section 12. Indemnification of Directors and Officers
AIR shall indemnify each officer and Director, including the Executive Director, against expenses, including counsel fees, actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which she/he is made a party by reason of being or having been a Director or Officer of AIR, or having served AIR in any other capacity, as agent or otherwise, except in relation to matters as to which she/he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties as such Director, officer, or agent or representative of AIR. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any Director or officer, may be entitled under any present or future statute, By-law, agreement, vote of Members or otherwise. Wherever in this section reference is made to a Director or officer, such reference shall be deemed to include the heirs, executors, and administrators of such Director or officer.
Section 13. Advisory Directors
The Board, subject to the approval of the Executive Director, may appoint, from time to time, any number of Advisory Directors to assist the Board in its duties. Unless otherwise specified by the Board, Advisory Directors shall have no duties, powers, obligations other than to render, either as individuals or as a group, advisory opinions to the Board for consideration. At the discretion of the Board, the Advisory Directors may be invited to meet with the Board in an advisory capacity. The Board may make such rules and regulations regarding meetings of the Advisory Directors, and their rights and duties, as it may deem appropriate.
Section 14. Term of Office
The term of office of each Advisory Director shall be of indefinite duration unless a term is specified at the time of election of such Advisory Director, but any such Advisory Director may be removed from office at any time, with or without cause, by the Board, with the approval of the Executive Director.
ARTICLE FOUR - OTHER COMMITTEES
The Board may, from time to time, authorize the creation of additional committees and may determine the names of such committees and whether or not the members of such committees must be Members or Directors of AIR. The Board may select the members of such committees or may authorize the President and/or any other officer(s) to select the members of any such committee.
a. Each Director of the Board who is not an officer or the Executive Director shall either chair or serve on a committee.
b. In addition to its officers and the Executive Director, which shall constitute the Executive Committee, the Board shall maintain the following Standing Committees, each one of which shall be chaired by a Director of the Board:
5. Human Resource
8. Strategic Development
ARTICLE FIVE - AMENDMENTS TO THE BY-LAWS
These By-laws may be amended by a vote of the voting Members at any annual or special membership meeting when a quorum is present or by mail, e-mail or other electronic means (with a quorum participating), provided that (1) the amendment has been proposed by the Board or by a petition of five percent (5%) of the voting Members, and (2) a written notice of the proposed amendment has been mailed to all Members, postmarked or date-stamped at least (2) weeks before such membership meeting.