Coast Community Radio : : Tillicum Foundation By-Laws
By-Laws of the Foundation


ARTICLE 1 -- MEMBERSHIP

Section 1. Definition

The membership of the Tillicum Foundation (the “Foundation”) shall consist of all persons who are paid-up
members 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. Membership Meeting

   2.1 Annual Membership Meeting

   A. Time and Place. There shall be one (1) Annual Membership Meeting each year which shall be held in the
month of November at a place within Clatsop County selected by the Board.

   B. Purpose. At this meeting, Executive Board Members shall be elected to the Board in accordance with the
procedures set forth herein.

   C. Notice. Notice shall be mailed to the membership at least thirty (30) days prior to the Annual Membership
Meeting and shall be published on the Foundation’s website and in announcements aired on the Foundation’s radio
stations.

   D. Quorum. The quorum necessary for transacting any business at the Annual Membership Meeting, including the
election of Board members, shall be thirty-five (35) of the qualified members present (excluding members of the
Board and staff).

   2.2 Special Meetings. Special 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)  
members in good standing 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 Meetings shall be governed by the same rules as the Annual Meeting, as outlined herein, including quorum
and voting.

Section 3. Candidate Selection

Nominations for the Foundation’s Board may be made by any qualified member. A nominee shall not be the spouse
or relative of an employee of the Foundation. A candidate may run for election by submitting a Letter of Intent by
September 30. No subsequent candidates will be accepted. The sitting Board shall ensure that an adequate number
of candidates representative of the diversity of the Foundation's members are nominated. The sitting Board shall
ensure that the membership of the Foundation is fully and adequately informed about all candidates, by mail,
through the Foundation's website, through on-air notices, and through the use of public affairs programming.


ARTICLE II –TILLICUM FOUNDATION BOARD

Section 1. General Powers. 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 2. Number. The Board may consist of up to eleven (11) members, seven (7) of which are elected and four
(4) of whom are appointed by a majority vote of the 7 elected members.

Section 3. Term. Each Board member shall be elected or appointed to serve a two-year (2-year) term and may
stand for re-election. Three (3) Board members shall be elected in even years and four (4) Board members in odd
years. Appointments of the remaining four (4) appointed positions may be made as-needed in the opinion of the
Board, by a simple majority vote of the elected Board members.

All appointed positions need not be filled in any given year. Appointed Board members share all the rights and
privileges of the elected Board members, and are governed by the same rules as outlined in the current By-Laws.
Terms of office shall commence at the date of election.   
     
See also ARTICLE III – OFFICERS for duties of Board members.  
Section 4. Qualifications. All Board members shall be members of the Foundation in good standing. A Board
member may be a paid employee at the time of nomination but shall not remain a paid employee if elected to the
Board.


Section 5. General Duties. 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 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
Board members 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.

Section  6. Voting.

    6.1. Ballots. Voting shall be on official ballots (or a photocopy thereof) provided by the Foundation. Ballots,
including Letters of Intent, shall be made available to the membership no fewer than thirty (30) days prior to the
Annual Meeting.

     6.2. Eligibility. Each membership in good standing shall be entitled to one (1) vote, regardless of the number of
individuals represented by that particular membership. 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.

    6.3 Voting. Each qualified membership shall vote in the manner prescribed in the Official Ballot. 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.

    6.3 a.  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.

   Section 7. Vacancies. Should a vacancy occur on the Board for any reason, the Board shall elect by a simple
majority of the remaining Board members a new Board member to fill the vacancy for the remainder of the term
vacated.

   Section 9. Removal. A Board Member may be removed, with or without cause, by a two-thirds (2/3) vote of the
full Board. A Board Member 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.
   A Board Member who misses three (3) regular monthly meetings in a one-year (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.

ARTICLE III -- OFFICERS

Section 1. Election, Term and Removal of Officers

   1.1   Designation and Election of Officers. The Executive officers of the Foundation Board shall be the President,
Vice-President, Secretary, and Treasurer. These Officers shall be elected by the Board from among their number.
The terms of all Executive Officers shall be for one (1) year.  Election of Board Officers takes place immediately
following the annual membership meeting.

   1.2   Vacancies.  A Board officer may resign from any executive position and remain as a Board Member. 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 a Board member. Any Board member 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 Board President, or designee, 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 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.

By-laws, for good business practice purposes, may be amended by a simple majority of the Board of Directors in
regular meetings during the period between Annual meetings. Amendments enacted in this manner shall take effect
immediately but must be ratified by a two-thirds (2/3) majority of the ballots cast at the next Annual Membership
meeting.


Revised August 31, 2011
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