ARTICLE I
CORPORATION NAME, PURPOSES, AND MISSION
1.1 Name
The name of the Corporation is RAS MEDIA doing business as RAS MEDIA Corp. (RAS MEDIA). RAS Media is organized as a non-governmental, nonprofit Corporation under the laws of the State of Maryland and pursuant to IRS Section 501(c) (3), to furnish broadcast, content distribution services, high-quality news, educational, cultural, and public affairs programs.
To that end, RAS MEDIA is empowered, but is in no way limited, to obtain and hold appropriate authorizations to construct, operate, and maintain educational broadcast medias; to obtain and to hold by contribution, deed, or lease real or personal property and funds to be used in connection with the operation of broadcast medias; and to solicit and accept, in trust or otherwise, money and property to be used for these purposes, and to do all other legal activities consistent with these Bylaws.
1.2 Purposes and Mission
RAS MEDIA Mission Statement
RAS MEDIA is an Ethiopian American community media licensed in Maryland and dedicated to serving its listeners. We seek to stimulate, and educate our audience, to provide a channel for individuals, groups, issues that have been overlooked, suppressed or under-represented by other media.
RAS MEDIA depends on community volunteers, coordinated by paid Staff, to produce quality programming. We rely on our members, supporters and our audience for financial support. The Board of Directors of Ras Media Inc., is the licensee and is legally responsible for the conduct of media activities. The Board hires managers and offices who are responsible for managing the Media and hiring other Staff. The Board, Staff and Volunteers are committed to collaboration with each other.
The Media seeks to expand the listening audience through the excellence of its programming without compromising the principles stated here.
No part of the net earnings of RAS MEDIA shall inure to the benefit of or be distributable to its Directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth.
Vision, Mission and Core Values
Ras Media Corp is organized primarily to broadcast through Satellite news broadcast and social media, civic engagement to minimize the impact of ethnic violence in Ethiopia. Ras Media provides reliable and relevant information to increase the public’s awareness on social and political issues that affect ordinary people at a local and international level.
Vision, Mission and Core Values
Our Mission – is to provide community centered truthful, unbiased and timely media discourse and social network and philanthropy. To affect social justice in Ethiopia through informing, education, inspiring the Ethiopian public and pertinent international stakeholders
Our Vision – is to be the best provider of information and advocacy support for internally displaced and disadvantaged people in Ethiopia
Strategy – In addition to regular satellite and social media information services Ras Media aims to promote media matching and monitoring support projects targeting IDPs currently affected by ethnic violence in Metekel, Amhara and Oromia regions. To this end, Ras Media will manage a unique international project through networking amongst the diaspora community and organized interest groups into a consortium of rehabilitate and Investment diaspora exigency (RIDE – Media project)
ARTICLE II
OFFICES
2.1 Principal Office
The Principal Office of RAS MEDIA shall be located at ______________________Maryland USA.
2.2 Other Offices
RAS MEDIA may also have offices at such other places, within USA or as determined by the Board.
2.3 Registered Office
The Registered Office of RAS MEDIA, required by the Maryland Corporation Code to be maintained in the State of Maryland, may be, but need not be, identical to the Principal Office in the State of Maryland and the Board may change the address of the Registered Office from time to time.
ARTICLE III
BOARD OF DIRECTORS
3.1 Powers and Duties
The affairs of the Corporation shall be controlled and managed by its Board, except as otherwise provided in the Maryland Corporation Code or the Articles of Incorporation.
The Board, through its agents, in order to carry out the purposes of the Corporation, shall:
• Manage the business and property of Ras Media
• Provide for the operation of the broadcast facilities
• Provides guidance for media management
• Make decisions of policy
• Employ, appoint, or remove officers, agents, and representatives
• Ensures independent financial audit is completed every fiscal year
• Do all other things in the management of the business, property, and affairs of this Corporation necessary to carry out its purposes.
Nothing contained herein shall prevent the Board from delegating any management responsibility to the Media Manager as the Board may deem appropriate.
The Board shall elect the following officers: a Chair, a Vice Chair, a Secretary, and a Treasurer, from among its membership as it deems necessary for the conduct of the affairs of RAS MEDIA.
3.2 Composition of the Board
The Board shall comprise no fewer than nine elected voting members, and an additional non-voting Media Manager.
There should be at least nine Ras Media board members elected by RAS media members
RAS Media Board members have to be approved by the Board
RAS Media budget prepared by RAS Media finance committee will need to be approved by the Board
RAS Media finance committee will submit a biannual budget report to the board.
3.3 Committees of the Board
The Board empowers its committees. The committees report to and make recommendations to the Board and Ras Media Staff.
3.4 Compensation of Board Members
Board Members shall receive no compensation for serving as members of the Board. Nothing contained herein shall preclude a Board Member from receiving compensation from RAS MEDIA for the services rendered to RAS MEDIA in some other capacity.
3.4.1 Staff or Contract Workers
With the exception of the Media Manager, who serves as an ex-officio Board Member, no Board Member may simultaneously be a Staff Member or be under contract with the media in an ongoing, continuous financial relationship.
ARTICLE IV
NOMINATION, ELECTION, AND SERVICE OF BOARD MEMBERS
Ras Media members shall elect Directors by a majority vote. Qualifications for Directors shall include, but not be limited to, demonstrated interest and participation in the affairs of the Amhara and Ethiopian Diaspora Community, and an interest or experience in media affairs. There is a three year limitation on the length of a Director’s term, which can be renewed for another term of three years. Nominations for Directors can also take place when a Director resigns or when there is an opening on the Board. Nominations are made by any Director and are submitted to the Board with a short resume of qualifications of the person nominated. Elections take place after the Board has decided that discussion on the candidate has ended.
RAS Media directors will be elected by RAS Media members and Chapters.
4.1 Resignation. A Director may resign at any time by delivering written notice to the President of the Board, or, in the case of the resignation of the President, to the Vice-President, or to RAS MEDIA managing director at its principal office. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board.
4.2. Removal. A Director may be removed, by a majority vote of the Directors present at a Special Board Meeting called for that purpose. The notice for the meeting shall state that the purpose of the meeting is the removal of a Director. Any Director who misses three or more Board meetings per year without prior written notification given to the President of the Board may be removed by a majority vote of the Directors then in office.
4.3. Vacancies. Any vacancy on the Board shall be filled by a majority vote of the Directors then on the Board.
4.4. Quorum. A quorum at a Board meeting shall consist a majority of the number of filled Board positions.
4.5. Recusal. Directors shall not vote on issues that could result in financial gain to themselves or members of their immediate family. They shall declare themselves in conflict when the item where conflict exists is
Introduced to the meeting. Also, a majority of the Directors present at any meeting may determine that another Director is in conflict of interest on any given issue by a majority vote. A Director that has been shown to be in conflict may participate in the discussion but may not vote on the item.
4.6. Board Meetings.
(a) Board meetings shall be held once a month at a time and place to be determined by the President of the Board. On unanimous consent of all Directors, an expedited vote of the Board may be conducted by telephone and/or e-mail.
(b) Special Board meetings may be called by the President or any two Directors. Notice of special meetings shall be delivered to each Director personally or by telephone or e-mail not less than two days prior to the special meeting.
(c) During a Board meeting or a Special Board meeting, any Director can ask that the meeting become an Executive Session. This means that the discussion is not included in the minutes of the meeting and that the Directors do not discuss the subject matter with anyone else except other Board members.
4.7. Guest Attendance at Board Meetings. Guests may attend a Board meeting if invited by two Directors and if the other Directors are notified before the meeting of the guest’s desire to attend. Guests are not permitted to speak at a Board meeting unless recognized by a Board member.
4.8. Minutes of meetings. Approved minutes of monthly Board meetings are matter of public record and should be kept in a file in the Business Office. The public is allowed access to Board minutes of monthly meetings.
4.9. Manner of Acting. The act of a majority of the Directors present at a monthly Board meeting or special Board meeting at which a quorum is present, except as otherwise provided in these bylaws, shall be the act of the
Board of Directors. Meetings shall be conducted in an informal manner with Robert’s Rules of Order guiding parliamentary issues not herein addressed. When the President determines that meeting participants prefer action by consensus, it shall be allowed providing that no Director specifically requests a formal vote.
4.10. Compensation. Directors shall not receive any salaries for their services as Directors. No person shall serve as paid staff and Director at the same time. Directors may be reimbursed for out-of-pocket expenses incurred in performing the business of the corporation. They may be compensated as contract employees but may not be regular, salaried employees.
ARTICLE V
OFFICERS OF THE BOARD
5.1. Officers. The officers of RAS MEDIA shall be President, Vice-President, Secretary, and Treasurer. No person may hold more than one office at a time.
5.2. Election and Term of Office. The officers of RAS MEDIA shall be elected by the Board and may hold office without time limitation.
5. 3. Resignation. An officer may resign at any time by delivering notice to the President of the Board. Once delivered, a notice of resignation shall be irrevocable unless revocation is permitted by the Board.
5.4. Removal. The Board may remove any officer at any time with or without cause. See Article 4,
5.5. Vacancies. A vacancy in any office shall be filled by the Board at its first meeting following the vacancy.
5.6. President. The President, a member of the Board, shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board, by these bylaws, or by statute to some other officer or agent of the corporation. In general, the President 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 President shall be responsible for the agenda of each meeting, receiving agenda requests from Directors. The President shall be in communication with other officers as needed and shall preside at all Board meetings. The President shall present an annual report at the Annual Public Meeting. The President shall with the concurrence of the Board appoint such committees as shall be necessary for the operation of PRC.
5.7. Vice-President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President, a member of the Board, shall perform the duties of the President and, when so acting, shall have all the powers and be subject to all the restrictions upon the President.
The Vice-President shall perform such other duties as from time to time may be assigned by the President or Board. The Vice-President shall be prepared to substitute for and assist the President in all functions and duties of the organization. The Vice-President shall be authorized to sign documents and other instruments in the absence or incapacity of the President and shall succeed the President in the event of incapacity or resignation.
5.8. Secretary. The Secretary, a member of the Board, shall be responsible for preparing minutes of the Board Meetings and for authenticating records of the corporation; see that all notices are duly given in accordance with these bylaws or as required by the Idaho Nonprofit Corporation Act; maintain records as required by the Idaho Nonprofit Corporation Act; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or Board.
5.9. Treasurer. The Treasurer, not necessarily a member of the Board, shall be the chief financial officer of the corporation; oversee the receipt and disbursement of funds; and, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or Board.
The Treasurer shall keep full and accurate records of RAS MEDIA’s funds and shall prepare a financial report for each meeting and an annual financial report of the finances of RAS MEDIA at the close of the fiscal year. This may, at the discretion of the Board, include an independent auditor’s report. Copies of all such reports shall be filed with the Secretary.
The Treasurer, as well as other officers, may seek and accept on behalf of RAS MEDIA contributions, gifts, and bequests insofar as they do not in any way encumber RAS MEDIA. Apart from that usually associated with the proper functioning of one’s office and within the guidelines established by a directive of the Board, no encumbrance may be made in behalf of RAS MEDIA without the express approval of the Board.
The Treasurer shall be empowered to maintain and be signatory to accounts necessary for the operation of RAS MEDIA. The President and the Vice-President can also be empowered to sign checks and instruments on behalf of RAS MEDIA in the absence of the Treasurer. Financial contracts and instruments over and above the usual checking and savings accounts shall carry the signature of both the President and the Treasurer. All funds of RAS MEDIA shall be deposited to the credit of RAS MEDIA in such banks, trust companies, or other depositories as the Board may select.
All RAS Media checks above $1000 will be signed by Treasurer and President or Vice President.
5.10. Duties of Officers
RAS MEDIA uses a team approach to Board leadership, facilitated by the roles and responsibilities of Officers listed here. Officers may be required to sign legal documents on behalf of the Corporation. Officers shall perform other duties assigned to them by the Board.
The Executive Committee comprises the Officers of the Board and the Media Manager.
5.10.1 Chair of the Board
The Chair of the Board (hereinafter referred to as “the Chair”) shall preside at all meetings of the Board.
5.10.2 Vice-Chair of the Board
The Vice-Chair shall perform the duties of the Chair in case of the Chair’s absence or inability to act. The Vice-Chair may be assigned additional duties as determined by the Board.
5.10.3 Secretary
The Secretary shall maintain the corporate records, prepare and serve the corporate notices, and keep the minutes of all meetings of the Board.
5.10.4 Treasurer
The Treasurer shall oversee the financial books and records of the Corporation.
The Treasurer will also serve as the Chair of the Budget Committee, and present an annual report to the Board on the financial health of the organization.
5.11 The Media Manager
The Media Manager shall be hired by and report to the Board.
The Media Manager shall have the responsibility and authority for the day-to-day administration of the Business of Ras Media under general supervision of the Board. The Media Manager is responsible for the media’s legal compliance.
The Media Manager’s duties shall be governed by the provisions of their contract of employment with the Corporation, media policy and any Board resolutions.
The Media Manager shall serve as an ex-officio non-voting member of the Board, and an ex-officio member of the Executive Committee. The Media Manager does not count toward Board quorum.
ARTICLE VI
NOTICES, MEETINGS, AND VOTING
6.1 Board Meeting Notices
6.1.1 Nature and Manner of Calling Board Meetings
Meetings of the Board shall be called by the Chair and may be held at the Principal Office of the Corporation, or such other accessible place within the greater DC and MD area, as the Chair may from time to time designate, or as may be designated in the notice calling the Board meetings.
6.1.2 Notification of Board Meeting Changes
For any Meeting requiring public notice, schedule or location changes within the notification period require unanimous approval by the Executive Committee. Reasonable efforts shall be made to notify the public in every case.
6.2 Board Meetings
6.2.1 Required Board Meetings
The Board must convene at least five and up to eleven regular meetings and one annual Meeting each
Calendar year.
6.2.2 Regular Board Meetings
At least five and at most eleven regular Board meetings shall be held each year, with the meeting schedule posted at least one month in advance of each meeting on the Media’s website and on the bulletin board at the Media. All active committees shall submit a report for all regular meetings, or on a regular basis, as defined by the Board.
6.2.3 Annual Board Meetings
There shall be an Annual Meeting of the Board. At the Annual Meeting the election of Board officers shall occur and annual reports by Staff Members shall be presented.
If no public notice is otherwise given, this bylaw shall constitute public notice that the Annual Meeting of the Board shall be November’s regularly scheduled Board meeting, and will be held at the Principal Address of the Corporation. The Board may change the time or place of the Annual Meeting by majority vote; however, public notice on the Media’s website and via email to the RAS MEDIA Volunteers, at least 14 days in advance, is required for any alternative time or place for the Annual Meeting.
6.2.4 Special Meetings
Special meetings of the Board may be called by or at the request of the Chair or a majority of Board Members. The person(s) authorized to call Special Meetings of the Board may designate the Principal Office of the Corporation, or such other accessible place within the greater DC, MD and VA, for holding any Special Meeting called. Public notice on the Media’s website, and via email to the RAS MEDIA Volunteers, shall be given at the earliest possible time. The agenda of any Special Meeting shall be limited to that listed in the notice.
6.2.5 Executive Session
The Board can make the decision to conduct close meetings, with exception of invited participants.
6.2.6 Quorum
At each meeting of the Board, the attendance of greater than one-half of the active Board Members, not counting the Media Manager, shall be necessary to constitute a quorum for the transaction of business. The acts of the majority shall be the acts of the Board unless otherwise stated in these Bylaws.
If there is an insufficient number of Board Members to constitute a quorum to conduct business, the attending Board Members shall hold a public meeting instead, and will not be able to come to order or make decisions.
6.2.7 Remote Meeting Attendance
Physical and Remote Attendance at Board Meetings is allowed.
6.2.8 Rules for Procedure
Rules for procedures shall be established by a vote of two-thirds of the Board present. If the Board fails to adopt a rule covering any point of procedure that may arise, Robert’s Rules of Order may be used as a guide.
6.3 Voting Procedures
6.3.1 Voting
At RAS MEDIA, the Board strives to use the Quaker consensus model when possible. However, specific items, as required in these Bylaws or by outside organizations, require voting. For all other decisions, the Board can choose an option that suits the situation.
Each active Board Member shall have one vote. All matters that require a vote shall be determined by a majority vote of those present unless otherwise specified herein or required by Rules for Procedure.
Board members on leaves of absence are not considered active Board Members, and are excluded from quorum requirements and voting. Absentee Voting is disallowed. Voting by Proxy is disallowed.
6.3.2 Secret Ballots
Secret ballots are cast in writing and counted by an Officer of the Board. The only situations where secret ballots shall be used are:
• New Board Member elections,
• Elections for a Board Member’s second term,
• Election of the slate of Officers, and
• Board Member removal.
Secret ballots may not be used in any other situation. In an exception to the secret ballot, remote attendees must abstain or declare their vote publicly.
6.3.3 Conflict of Interest
No Board Member shall vote on a matter in which they have a conflict of interest. Rulings on a Board Member’s conflict of interest in any matter pending before the Board shall be made by the legal counsel (the person(s) designated by the Board to advise and represent the Media in legal matters) to the Corporation.
Where a conflict is possible, the Board Member shall abstain from voting on the matter in question, and may choose to recuse themselves from the matter entirely.
ARTICLE VII
COMMITTEES
7.1 Preamble
RAS MEDIA Committees are essential to the smooth operation of the business of RAS MEDIA. Committees provide important in-depth analysis, representation of varying opinions to edify the Board or the Staff’s discussions and decisions relating to policy and structure, and operational support for the Staff and Board in day-to-day operations. All Committee Members are expected to treat each other with respect and collegiality, and to strive for consensus wherever possible.
The Board empowers committees. The committees report to and make recommendations to the Board and Staff.
7.2 Committee Definition and Classification
7.2.1 Committee Definition
A RAS MEDIA Committee is a group of RAS MEDIA Volunteers and Staff Members that assists the Board and Staff by discussing, researching, or acting upon specific matters of concern to RAS MEDIA. All RAS MEDIA Committees are advisory to the Staff and the Board or provide work to support the Staff or the Board. It is not compulsory for the Board to follow a Committee’s recommendation.
Some Committees, as outlined in their Purpose Statements, may implement some of their own recommendations.
7.2.2 Classifications of Committees
7.2.2.1 Standing Committee. A Standing Committee is a required committee, as defined below
7.2.2.2 Ad-Hoc Committee. An Ad-Hoc Committee is created by the Board as needed.
7.2.2.3 Subcommittee. A Subcommittee is a committee formed by a Committee, which oversees it and is
Responsible for it. The Subcommittee must be working toward the same purpose as its overseeing Committee.
The Subcommittee reports to its overseeing Committee.
7.3 Committee Configuration and Obligations
7.3.1 Committee Configuration
A RAS MEDIA Ad-Hoc Committee must have all of the following:
• Board confirmation
• A Chair,
• Committee members, and
• A Board-approved Committee Purpose Statement.
7.3.2 Committee Obligations
A RAS MEDIA Committee must:
• Publicly post a meeting schedule,
• Provide meeting summaries and report Committee activities to the Board at the Annual Meeting and as requested by the Board, and
• Fulfill the Committee’s purpose.
7.4 Committee Formation
7.4.1 Board Confirmation
The Board may, from time to time, by resolution, authorize the formation of a Committee, pursuant to these Bylaws.
All RAS MEDIA Committees are subject to review by the Board. The Board may make recommendations, and provide guidance and assistance to the Committee to achieve improvements.
7.4.2 Ad Hoc Committee Renewal and Dissolution
To continue, an Ad-Hoc Committee and its Chair must be renewed by the Board at the Annual Meeting.
The Board can dissolve an Ad-Hoc Committee by majority vote at a regular Board meeting.
7.5 Open Meetings
7.5.1 Open Meeting Accessibility
All meeting places should be accessible, as per The Americans with Disabilities Act of 1990.
7.5.2 Open Meeting Requirements for Committees
All RAS MEDIA committees may close a meeting to the public, with exception of invited participants, in matters described in the Corporation for Public Broadcasting’s (CPB’s) Open Meeting Requirements. If any closed meeting occurs, the Committee must make available, within a reasonable amount of time, a written statement explaining the reason for closing the meeting, as outlined in CPB’s Open Meeting Requirements.
7.5.3 Open Meeting Visitors
People who are not Committee Members may speak but not vote on issues.
7.6 Meeting Times
Committee meeting times will be posted in a public area at RAS MEDIA and on the Media’s website.
7.7 Committee Chair
7.7.1 Committee Chair Approval
Committee chairs must be approved by a majority vote of the Board.
7.7.2 Budget Committee Chair
The Treasurer of the Board will serve as Chair of the Budget Committee.
7.7.3 Committee Chair Obligations
The Committee Chair is responsible for scheduling the meetings, for making public each meeting’s schedule, for running the meetings, and for providing all reports to the Board and Staff as requested.
7.8 Committee Membership
7.8.1 Committee Members
All RAS MEDIA committees, except those listed in “Exceptions” below or waived by the Board, shall consist of:
• At least one but not more than three voting Board Members,
• At least one but not more than three Staff Members, and
• At least three Volunteers, who are not also Board Members.
Exceptions: Executive Committee (see Article 7.10.1, Executive Committee) and Redress Committee (see
Article 7.10.5, Redress Committee)
7.8.2 Committee Member Requirements
All Committee Members must agree to:
• Follow the committee’s Purpose Statement,
• Treat each other with respect and participate in a spirit of collaboration, and
• Contribute to the Committee’s work load regularly.
• For Standing Committees only: Committee Members must also have attended two meetings of the
Committee, and have the Committee’s approval to join.
7.8.3 Committee Member Removal
For Standing Committees only: A Committee Member may be removed from the Committee by a vote of the majority of the Committee’s full membership, with a seven-day notice that such an action will be proposed at the next regular meeting. This decision may be appealed to the Board, which may overturn this decision at its discretion.
7.9 Voting
All Standing Committee decisions are decided by group consensus or a majority vote of a quorum of its Members. Nonmembers may not vote.
7.10 Standing Committees
The following Standing Committees shall be required:
• Executive Committee,
• Nominating Committee,
• Budget Committee
• Program and Editorial Committee (Independent) – will be guided by its own policy with no interference from the Board and executive committee.
ARTICLE VIII
CONTRACTS, LOANS, CHECKS, AND ACCOUNTS
8.1 Contracts
The Board may authorize by resolution any officer or agent, including the Media Manager, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. There may be limits on the dollar amount and duration of such contracts; such limits shall be governed by the provisions of the resolution.
8.2 Loans
The Board may affect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any person, firm or other entity, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation.
8.3 Checks, Drafts, etc.
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 or endorsed by such officer(s) or agent(s) of the Corporation and their authorized agents and in such manner as shall be determined by resolution of the Board. The Board may, by resolution, adopt policies imposing spending limits.
8.4 Deposits and Accounts
All funds of the Corporation not otherwise employed shall be deposited from time to time in general or special accounts in such credit unions, banks, trust companies, or other depositories as the Board may select. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned, and delivered by any officer or agent of the Corporation as shall be determined by resolution of the Board.
8.4.1 Real Property
Without the explicit consent of the Board, neither the Media Manager nor any other agent shall have the authority to mortgage, sell, or allow claims or liens against real property or broadcast licenses owned by the Corporation.
ARTICLE IX
FISCAL YEAR
The Fiscal Year of the Corporation shall begin on the first day in January of each year and shall end on the last day of December of each year.
ARTICLE X
ANNUAL AUDIT
An independent Certified Public Accountant (CPA) shall audit the accounts of the Corporation annually in accordance with generally accepted auditing standards; and so long as the Media receives funds from the Corporation for Public Broadcasting (CPB), the CPA shall also conduct an audit according to specific standards required by CPB. The selection of the auditor shall be by the Treasurer and/or Media Manager, with Board consent, and overall supervision and review of the audit shall be by the Budget Committee, with Board supervision. The Budget Committee shall make copies of the reports of such audit, including letters, available to the Board. A copy of the audit shall be kept at the RAS Media Office.
ARTICLE XI
INDEMNIFICATION
This article provides certain protections for Board Members in situations where the Media may get sued, for example. The Media maintains insurance to help cover such costs. This insurance does not provide protection to Board Members who may exceed their authority as Board Members or if they commit fraud, or act in bad faith.
11.1 Liability and Indemnification
In the absence of fraud, bad faith, or willful disregard of the Bylaws, or any action taken in excess of their authority, Board Members shall not be personally liable for RAS media debts, obligations, or liabilities; and the Corporation shall indemnify any Board Member or former Board Member against expenses actually and necessarily incurred by such person in connection with the defense of any action, suit, or proceeding in which said person is made a party by reason of being or having been such Board Member, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for bad faith or intentional misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Board Member may be entitled under any statute, bylaw, agreement, vote of the Board, or otherwise.
11.2 Insurance
The Corporation may purchase and maintain on behalf of any person who is or was a Board Member, officer, employee, or agent of the Corporation, comprehensive all-risk liability, including Board Member’s insurance and libel and slander insurance and other such form of insurance as the Board Members shall determine.
The Executive Committee and staff shall review insurance coverage annually.
ARTICLE XII
ADVISORY BOARD
12.1 Advisory Board Creation and Appointments
The board can assign an Advisory Board (AB) as needed.
12.2 Functions of the Advisory Board
The AB shall submit an annual report to the Board that addresses the following four tasks mandated by the Public Telecommunications Act of 1978:
• Review programming goals established by the Media.
• Review the service provided by the Media.
• Review significant policy decisions made by the Media.
• Advise the Board as to whether the Media is addressing the specialized educational and cultural needs of the community served by the Media.
No recommendations by the AB are required to be implemented.
12.3 Meeting Requirements of the Community Advisory Board
The AB shall meet twice per year in locations that provide access to as many listeners as possible.
AB meetings shall be open to all members of the community.
ARTICLE XIII
BYLAWS, MISSION STATEMENT, AND POLICY FILE
Bylaws
13.1 Bylaws Definition
The RAS MEDIA Bylaws are the rules that govern the internal management of the Corporation.
Many of these Bylaws are codification of working systems at the Media.
The Board may take steps to clarify terms and otherwise interpret the Bylaws in an effort to conduct business and fulfill the Media’s mission.
These Bylaws strive to conform to state and federal law and CPB requirements. Should a conflict exist, state and federal laws and CPB requirements will take precedence.
13.1.1 Bylaws Amendment
These Bylaws may be amended at a regularly scheduled meeting of the Board by a vote of not less than two- thirds of the RAS Media board. The RAS Media Bylaw and all amendments have to be approved by the board.
13.3 Policy File Definition
The Board may create policies and procedures to guide the governance and operations of the Media. Such documents will be maintained electronically in a shared, web-based service and as hard copies at RAS Media.
Principal Office. Policies may not conflict with the Mission Statement or the Bylaws of .
13.3.1 Changes and Additions to the Policy File
Policies and procedures may be created, changed, or removed at a regularly scheduled meeting of the Board by a simple majority vote.
ARTICLE XIV
Conflict Resolution
14.1 Preamble
14.2 Issue Resolution
The RAS MEDIA Community, including RAS MEDIA Staff Members and Volunteers, are expected to work together for the common mission and respect for each other. This includes a commitment to resolve differences using communication and patience. The Media’s success as an organization depends, in part, on the ability of these groups to work together toward RAS MEDIA’s Mission. It is strongly suggested the RAS MEDIA Board make every effort to discuss and resolve issues. Unresolved issues will be forwarded the board for resolution.
ARTICLE XV. DISSOLUTION
12.01 Upon dissolution of the organization, Ras Media Board shall, after paying or making provision for the payment of all liabilities of the organization, dispose of all remaining assets and funds to public service as per its mission.