The By-Laws of Somerville Community Access Television, Inc. (revised November 2005) Name, Purposes, Location, Corporate Seal, and Fiscal Year Membership Meetings of the Membership Board of Directors Meetings of the Board of Directors Officers Committees of the Board Parliamentary Authority Executive Director Ideminification Liquidation or Dissolution Amendments Article 1. NAME, PURPOSES, LOCATION, CORPORATE SEAL and FISCAL YEAR Name. The name and purposes of this Corporation shall be SOMERVILLE COMMUNITY ACCESS TELEVISION, Inc. (hereinafter in these By-Laws referred to as the “Corporation”), unless and until changed by amendment of the Articles of Organization. Purposes. The purposes of the Corporation shall be as set forth in the Articles of Organization. Such purposes shall be exclusively charitable, scientific and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended from time to time. Location. The principal office of the Corporation in the Commonwealth of Massachusetts shall be located at 90 Union Square, Somerville. The directors may change the location of the principal office effective upon filing a certificate with the Secretary of the Commonwealth. Corporate Seal. The Directors may adopt and alter the seal of the corporation. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise decided by the Board of Directors. Article 2. MEMBERSHIP Eligibility. Membership to this Corporation is open to all persons, organizations, institutions, corporations and other entities who are in harmony with its purposes, who shall abide by its By-Laws, and who contribute to the Corporation in the form of membership dues or other donations as approved by the Board of Directors and amended by the Board from time to time. Voting Members. Voting membership is open to any member who resides in Somerville or any employee or member of an Organizational Member of the Corporation. Any person interested in becoming a voting member of the Corporation shall submit signed application, on a form approved by the Board of Directors, to the Corporation’s staff. Non-voting Members. Any person appointed to the Board of Directors shall be considered a non-voting member of the Corporation upon appointment to the Board. Categories of Membership. The Board of Directors may from time to time create and dissolve categories of membership, and determine the fees, obligations, rights and benefits that apply to each category of membership. Voting Rights. At every regular or special meeting of the membership, each voting member shall be entitled to one (1) vote on each matter submitted to a vote of the membership. Proxies. A member may submit a written proxy delegating permission to vote on his or her behalf on previously circulated matters only.

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Article 3. MEETINGS OF THE MEMBERSHIP

1. Annual Meeting. An annual meeting of members shall be held on the last Saturday in January. If the annual meeting is omitted on that day, a special meeting may be held in its place, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting.
2. Special Meetings. A special meeting of members may be called at any time by the President or the Directors, upon written application of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of members.
3. Place of Meetings. All meetings of the members shall be held at the principle office of the Corporation in Somerville, or at such other place as the Board of Directors may fix.
4. Notice of Meetings. A written notice of every regular or special meeting of the members shall be mailed at least ten (10) days before the meeting to each member at his or her address as it appears upon the records of the Corporation. The call for the meeting shall be made by the Clerk, or in the case of his or her absence, incapacity or refusal, by any other officer, and shall state the date, hours, and purpose of the meeting, and place at which it is to be held.
5. Quorum. At any annual or special meeting of the members, a quorum shall consist of ten percent of the members who are entitled to vote.
   

Article 4. BOARD OF DIRECTORS

1. Powers and Duties. The affairs of the Corporation shall be managed by the Board of Directors, who shall have and may exercise all powers of the Corporation, except those powers reserved to the members by law, the Articles of Organization, or these By-Laws.
2. Number. The number of voting Directors shall be not greater than fifteen (15). Four (4) Directors shall be elected by and from the Corporation’s voting members. A maximum of ten (10) Directors shall be appointed by the Board of Directors. Of these, at least four (4) shall represent Somerville-based non-profit or educational organizations; the Board shall give priority to Organizational Members of the Corporation when making these appointments. One (1) Director shall be appointed by the Mayor of Somerville; this may be a member of the city’s Cable Advisory Board.
3. Non-voting, Ex-officio Members. The Board or the membership may from time to time designate other persons, including the person serving as Director of the Somerville Office of Communications, to serve as non-voting, ex-officio members of the Board.
4. Voting. Each voting Director shall have one (1) vote, with the exception of the President, who shall not vote unless to break a tie.
5. Term of Office. The term of each Director shall be three (3) years. No member of the Board of Directors shall serve more than two (2) consecutive terms, and no one shall serve more than three (3) terms within any ten (10) year period.
6. Resignation or Removal. A Director may resign by delivering his or her written resignation to the Corporation at its principal office or to the President of the Board, or by presenting his or her resignation in person at a Board meeting. Such resignation shall be effective upon its acceptance by the Board of Directors and the election or appointment of his or her successor.
   Any Director who fails to attend three (3) consecutive regularly scheduled Board meetings without notice to the President or the Executive Director may be removed from the Board of Directors at a regular or special meeting of the Board of Directors.
   Any Director may be suspended or removed by a vote of the majority of the voting Directors then in office.
   Any Director proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail of the Board meeting at which such removal is to be voted upon, and shall be entitled to appear before and be heard by the Board at such meeting prior to such vote for removal taking place.
7. Vacancies. Any vacancy on the Board of Directors arising at any time and from any cause may be filled for the unexpired term. Vacancies of elected Directors shall be replaced by election of the members. Vacancies of appointed Directors shall be replaced by appointment of the Board. Vacancy of the mayorally appointed Director shall be replaced by appointment of the Mayor.
8. Disqualification. No consultant for the Corporation or member of the Corporation’s staff shall serve on the Board of Directors. No Director may apply for a staff position without first resigning from the Board. No former consultant for the Corporation or former member of the Corporation's staff may serve on the Board of Directors for one year from ending paid service or leaving employment.
9. Compensation. No member of the Board of Directors shall be compensated for his or her services as a Director. The Corporation may reimburse any Director for necessary expenses incurred in the execution of his or her Board duties and responsibilities.
   

Article 5. MEETINGS OF THE BOARD OF DIRECTORS

1. Regular Meetings. Regular meetings of the Directors may be held at such places and at such times as the Directors may determine. There shall be at least six (6) regular meetings of the Directors per year. All regular meetings shall be open to the general public.
2. Special Meetings. A special meeting of the Directors may be called by the President of the Board of Directors, or by two (2) or more Directors, and shall be held at such time and for such purposes as may be specified in the call for said meeting. Special meetings may be held by telephone conference call or such other means as designated by the Board of Directors.
3. Executive Session. The Board of Directors may go into Executive Session by a majority vote of members present.
4. Quorum. A majority of the voting Directors currently in office shall constitute a quorum for the transaction of business.
5. Participation by Telephone or Written Proxy. Any Director unable to attend a regular or special Board meeting in person may, at his or her own expense, participate by telephone. Any absent Director may submit a written proxy delegating permission to another Director to vote on his or her behalf on previously circulated motions only.
   

Article 6. OFFICERS

1. Officers. The Officers of the Corporation shall include a President, Vice-President, Treasurer, and Clerk. All Officers shall be elected by the Board of Directors from among its voting members.
2. President. The President shall chair all meetings of the Corporation, act as the principal advisor by which the Corporation can accomplish its business, and be familiar with all phases of activity within the Corporation.
3. Vice-President. The Vice-President shall perform all functions and assume all responsibilities of the President when the President is unable to do so.
4. Treasurer. The Treasurer shall serve as the chief financial officer and shall advise and oversee the books and records of the Corporation.
5. Clerk. The Clerk shall record, prepare, maintain and disseminate minutes of the meetings, and perform any other duties required by these By-Laws.
6. Election and Tenure of Officers. Each Officer shall be elected annually at the January Board meeting preceeding the annual meeting of the members, and shall hold office until the annual meeting of members and until his or her successor is chosen, unless a shorter period has been specified by the terms of his or her election or appointment, or until he or she sooner resigns, is removed or becomes disqualified, or rotates off the Board.
7. Resignation or Removal. Any Officer may resign by delivering his or her written resignation to the Corporation at its principal office, or by announcing his or her resignation in person at a Board meeting. Such resignation shall be effective upon its acceptance by the Board. The Board of Directors may remove any Officer from office by a two-thirds (2/3) vote whenever, in their judgment, the best interests of the Corporation will thereby be served.
8. Vacancies. If any office becomes vacant, the Board of Directors shall appoint a successor to complete the term of the vacant office.
   

Article 7. COMMITTEES OF THE BOARD

1. Executive Committee. The Executive Committee shall consist of the Officers of the Corporation. The Board may at times give the Executive Committee the power to make decisions when no regular Board meeting is scheduled.
2. Personnel Committee. The President shall convene a Personnel Committee when necessary. Members of this committee shall be appointed by the President, from the Board. When a vacancy occurs in the position of Executive Director, the Personnel Committee will conduct a search and submit names of qualified candidates to the Board. The committee shall negotiate contract terms with the Executive Director and present these to the Board for approval. As necessary, the Personnel Committee will review and amend the Personnel Policies of the Corporation and rule on grievances of staff as outlined in the Personnel Policies.
3. Other Committees. The Board of Directors may create and dissolve other standing or temporary committees as required. The Board shall define the objectives, duties and rights of these committees, establish criteria for their membership, and grant them powers subject to their compliance with the Articles of Organization and these By-Laws.
   

Article 8. PARLIAMENTARY AUTHORITY

1. Robert’s Rules of Order, Newly Revised shall serve as Parliamentary Authority at all meetings.
   

Article 9. EXECUTIVE DIRECTOR

1. Executive Director. The Board of Directors may appoint an Executive Director. The Executive Director shall have the authority and responsibility to manage and operate the Corporation’s affairs in accordance with the general policies and directions specified by the Board of Directors, and shall have such additional authority and duties as the Board of Directors may from time to time prescribe. The Executive Director shall hire and fire and supervise the daily operations of the employees of the Corporation, and set staff salaries within the parameters set by the Board of Directors in its annual budget process. In the execution of the Executive Director’s duties, he or she shall report to and be directly responsible to the President of the Corporation.

   The Executive Director shall be entitled to compensation for his or her services. The Board of Directors shall negotiate a contract with the Executive Director specifying salary, initial term of service, renewal, and other provisions as appropriate.

   The Executive Director shall attend all meetings of the Board unless instructed otherwise or excused by the Board. He or she shall not be a member of the Board of Directors or an Officer of the Corporation.

   The Executive Director shall serve as chief facilitator of the public access channel.

1. Amendments. Any part or all of these By-Laws may be altered, amended, or repealed by a two-thirds (2/3) vote of the Board of Directors present at a regular or special Board meeting 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 to the Board and posted at the principal location of the Corporation for review by the members no less than seven (7) days before such meeting.