Coast Community Radio : : Tillicum Foundation By-Laws
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ARTICLE 1 -- MEMBERSHIP
Section 1. Definition
The membership of the Tillicum Foundation (the “Foundation”) shall consist of all persons who are paid-up subscribers to
any broadcast station operated by the Tillicum Foundation.
The Board of Directors (the “Board”) shall establish classes of voting and non-voting memberships.
Section 2. Meetings and Voting
2.1 Annual Meeting. There shall be one (1) regular Annual Membership Meeting each year which shall be held in the
month of November at a place within Clatsop County selected by the Board. Notice of this meeting and a call for Letters
of Intent shall be mailed to the membership at least sixty (60) days prior to the meeting and shall be published on the
Foundation’s website and in announcements aired on the Foundation’s radio stations. At this meeting, Directors shall be
elected to the Board in accordance with the procedures set forth herein.
A. Quorum. The quorum necessary for transacting any business at the Annual Membership Meeting, including the
election of Directors, shall be thirty-five (35) of the qualified members present (excluding members of the Board and
staff).
B. Motions. All motions submitted at the Annual Meeting and duly seconded shall be submitted to the membership
present at the meeting. If, following any discussion, the majority of the membership present vote to submit the proposal
contained in the motion to the entire membership for a vote, the Board shall schedule a Special Membership meeting for
voting on the motion no more than sixty (60) days after the Annual Meeting. This procedure does not apply to matters
involving meeting procedures, election of Directors, or amendments to the Bylaws.
C. Nominations. Nominations for the Foundation’s Board of Directors may be made by any qualified member. A
nominee shall not be the spouse or relative of an employee of the Foundation. A nominee may be a paid employee of
the Foundation but shall not remain a paid employee if elected to the Board.
All nominations must be received by the Board no later than twenty-one (21) days following the mailing of the Notice of
the Annual Membership Meeting and Call for Letters of Intent. No subsequent nominations will be accepted. Nomi-
nations must include a biography of the nominee, not to exceed 150 words.
D. Eligibility. Each membership in good standing shall be entitled to one (1) vote, regardless of the number of
individuals represented by that particular member-ship. An organization, family or business membership may designate
one (1) of its members to vote on its behalf. The vote of one membership shall not be assigned to another membership.
A list of qualified memberships shall be brought by the Board to the Annual Membership Meeting for the purpose of
accrediting voting members.
E. Ballots. Voting shall be on official ballots provided
by the Foundation (or a photocopy thereof). Ballots, including the requisite biographies, shall be made available to the
membership no fewer than thirty (30) days prior to the Annual Meeting.
F. Voting. Each qualified membership shall vote in the manner pre scribed in the Notice of Annual Membership
Meeting. To be counted, memberships that vote by means other than directly at the Annual Membership Meeting shall
have their official ballots at the Tillicum House or at any other officially designated place no later than the close of
business (5:00 pm) on the weekday prior to the Annual Meeting.
Votes shall be tallied during the Annual Membership Meeting. If there are more candidates for the Board than
seats open for election, the candidates receiving the greatest number of votes shall be elected. A tie between
candidates shall be resolved by a flip of a coin tossed by the presiding Board President. Election results shall be
announced during the Annual Membership Meeting.
2.2 Special Meetings. Special Membership Meetings may be called at any time at the discretion of a simple majority of
the Board or upon receipt by the Secretary of the Board of a written request signed by no fewer than sixty (60)
memberships setting forth the purpose for which the meeting is called. In either case, thirty-day (30) notice must be
given to the general membership setting forth the matters to be acted upon, the date, time, and place where the
meeting is to be held. Notice of such meetings shall be published on the Foundation’s website and in announcements
aired on the Foundation’s stations.
Special Membership Meetings shall be governed by the same rules as the Annual Meeting, as outlined herein, including
quorum and voting.
ARTICLE II -- BOARD OF DIRECTORS
The Board shall determine the general policies, control the property, and oversee the management of the affairs and
business of the Tillicum Foundation and shall serve without compensation. The Board shall exercise all of the powers of
the Foundation and perform all acts which it deems in the best interest of the Foundation and its membership, subject
to restrictions of law, the Articles of Incorporation, and these Bylaws. Without limiting its own powers, the Board shall
direct the officers and staff in the use, control, and maintenance of the property of the Foundation and shall be
responsible for all broadcasting conducted by any station operated by the Foundation.
Section 1. Organization, Terms, Vacancies, Removal and Powers
1.1 The Board shall consist of seven (7) Directors.
1.2 Each Director shall be elected to serve a two-year (2) term and may stand for re-election. Three (3) Directors
shall be elected in even years and four (4) Directors in odd years. Terms of office for newly-elected Directors shall begin
at the next regularly scheduled Board meeting following the Annual Membership Meeting.
1.3 Should a vacancy occur on the Board for any reason, the Board shall elect by a simple majority of the
remaining Directors a new Director to fill the vacancy for the remainder of the term vacated.
1.4 A Director may be removed, with or without cause, by a two-thirds (2/3) vote of the full Board. A Director may
also be removed by a two-thirds (2/3) vote of the membership present at a Special Membership Meeting specifically
called for that purpose, provided the two-thirds (2/3) vote meets quorum requirements.
1.5 A Director who misses three (3) regular monthly meetings in a one (1) year period may be subject to removal
by a two-thirds (2/3) vote of the full Board. The Board Secretary shall be responsible for tracking and reporting
attendance.
1.6 The Board shall:
A. Hold regular monthly meetings, or meet as frequently as necessary, to conduct Foundation business and
to establish Foundation policy.
1. Notice of such meetings shall be provided each Board member by the Board Secretary prior to the
meeting and shall contain a prospective agenda and draft minutes of the preceding meeting.
(a) A simple majority of the full Board shall be the quorum necessary for the transaction of
business and to take any action.
2. All regular Board meetings shall be open to the general public.
B. Appoint or dissolve ad hoc or standing committees.
C. Audit bills and financial activities and disburse the funds of the Foundation, including the power to delegate
this function to specified agents.
D. Devise and carry into execution (or delegate others to carry into execution) such other measures as it
deems proper and expedient to promote the objectives of the Foundation and to best protect the interests and welfare
of its membership.
E. Hold Executive Sessions when deemed necessary.
1. Executive Sessions are defined as Board meetings that are closed to the public and are attended only
by Directors unless specific individuals are requested or required to attend. Executive Sessions may be called for
personnel issues, legal issues or negotiations only. Board votes cannot be taken while in Executive Session.
ARTICLE III -- OFFICERS
Section 1. Election, Term and Removal of Officers
1.1 Designation and Election of Officers. The principal officers of the Foundation Board shall be the President, Vice-
President, Secretary, and Treasurer. The Officers shall be elected by the Board from among their number. The terms of
all Officers shall be for one (1) year and expire at the first regularly scheduled Board meeting following the Annual
Meeting.
1.2 Vacancies. A Director may resign from an officer position and remain as a Director. Should a vacancy occur in any
office for any reason, the Board shall appoint from among its number a replacement to serve for the remainder of the
vacated term.
1.3 Removal of an Officer. An officer may be removed from office, with or without cause, by no fewer than a two-thirds
(2/3) vote of the full Board.
Section 2. President
The President shall be the Chief Executive Officer (CEO) of the Board and shall preside at all meetings of the Board and
the Annual Membership Meeting. The President shall sign with the Secretary or Treasurer, with the foreknowledge and
consent of the Board, all instruments requiring the formality of execution and acknowledgment.
Section 3. Vice-President
The Vice-President shall perform the duties of the President in the case of the President’s absence or inability to act.
Section 4. Secretary
The Secretary shall have general supervision of the non-financial records of the Foundation; shall keep the minutes of all
Board and general membership meetings (minutes taken in executive session shall be private and subject to public
disclosure
only by vote of the majority of the Board); shall maintain a policy manual; shall sign such instruments which require the
signature of the Secretary; and shall perform such other duties as from time to time may be prescribed by the Board.
Section 5. Treasurer
The Treasurer shall be the Chief Financial Officer (CFO) of the Foundation; shall be responsible for the safe-keeping and
accuracy of the financial books and financial records of the Foundation; shall receive and, with the approval of the Board,
disburse all funds; shall apprise the Board of the financial condition of the Foundation at every regular Board meeting;
shall submit an annual written report to the Board and to the general membership; and shall perform such other duties
as may be prescribed by the Board.
ARTICLE IV -- STAFF
The Board may employ staff under such contracts of employment and compensation as it deems advisable. Unless
otherwise provided in a written employment agreement previously approved by the Board, all employees of the
Foundation are employees “at will” and so may by terminated by the Board in its sole discretion, at any time, and
without cause.
The Station Manager shall have the responsibility and authority for the day-to-day administration of the business of the
Foundation’s stations under the general supervision of the Board and shall be directly responsible to the Board. The
Station
Manager’s duties shall be governed by the provisions of his or her contract of employment with the Board.
ARTICLE V -- COMMITTEES
Section 1. Types and Responsibilities
The Board may appoint ad hoc and standing committees at its discretion to assist the Board and staff. These committees
are purely advisory, are responsible to the Board, and have no direct authority other than that specifically delegated by
a simple majority vote of the Board. Any disputes arising between committees and staff or individual Board members
shall be resolved by the Board.
Guidelines Committee. The Guidelines Committee is an advisory standing committee, appointed by the Board, whose
purpose is to ensure programming compliance with the Foundation’s mission statement, policies and FCC rules. The
Committee is directly responsible to the Board. The number of individuals appointed to the committee shall be
determined by the Board and its members shall serve for a term of one (1) year and may be re-appointed.
The Guidelines Committee shall assist Board and staff in all matters related to programming and programmers, including
evaluation of current programming and the development of future programming. The Guidelines Committee shall be the
first hearing authority for programmer grievances.
Special Advisory Committees. The Board may appoint ad hoc or standing community advisory committees whose
purpose shall be to make recommendations to the Board and staff concerning the Foundation’s role in the community.
These may be appointed to cope with specific operation functions, problem areas or instances.
ARTICLE VI -- FISCAL YEAR
The Foundation’s fiscal year shall conform to the Federal fiscal year (October 1 through September 30).
ARTICLE VII -- ACCOUNTS AND AUDITING
The Foundation shall maintain a modern system of accounts and shall conduct an annual audit of the Foundation’s
financial position and the related statements of activities and cash flows for the year-ended. The annual audit shall be
conducted in accordance with auditing standards generally accepted in the United States of America.
ARTICLE VIII -- AMENDMENTS TO BYLAWS
These Bylaws may be amended by two-thirds (2/3) majority vote of the ballots cast at the Annual Membership Meeting.
Amendments enacted shall take effect immediately.
Proposed amendments may be placed on the ballot by petition of at least thirty-five (35) memberships of the
Foundation in good standing, or by simple majority vote of the Board. Any proposed change to these Bylaws shall be
submitted to the Board no fewer than forty five (45) days prior to the Annual Membership Meeting. The complete text of
the proposed amendment(s) shall be published with the Ballot mailed to the general membership and on the Foundation’
s website.
ARTICLE IX -- RULES OF ORDER
The affairs of the Foundation shall be governed by the latest edition of Robert’s Rules of Order, newly revised, except as
otherwise provided by these Bylaws. In addition, when the President determines that meeting participants may prefer
action by consensus, it shall be allowed, provided that no membership specifically requests a formal vote.
APPROVED AS TO FORM THIS 11th DAY OF NOVEMBER, 2006.
THE TILLICUM FOUNDATION
BOARD OF DIRECTORS:
Ray Merritt, President
ATTESTED BY:
A majority vote of a quorum of members at the Annual Membership Meeting, November 11, 2006.
Adopted by the Membership on November 11, 2006
(revising the November 16, 2002 By-laws)