Interim Document (By-Laws)
Valley Free Radio Project Interim Organizational Structure
The Media Education Foundation (MEF) has established the Valley Free Radio (VFR) Project with the goal of establishing a low-power FM community radio station based in Northampton, Massachusetts. To further this goal, the VFR will assume the following organizational structure and mission statement.
Mission Statement: Valley Free Radio will be a non-commercial, community based and volunteer-run radio station for the Greater Northampton area. In accordance with the Media Education Foundation’s mission, we seek to educate, inspire and entertain through programming that reflects the diversity of the local community. We seek to provide a space for media access and education, placing equipment, skills and critical tools in the hands of the community. We aim to serve with particular regard for those overlooked or under-represented by other media and to provide a forum for the exchange of cultural and intellectual ideas and music.
Vision Statement: The airwaves belong to the public. When commercial interests violated this public trust, activists around the country began broadcasting without licenses. This grassroots movement led to the establishment of LPFM legislation, and local organizers in Northampton came together to form Valley Free Radio.
Valley Free Radio will return the airwaves to the public, providing an alternative to commercial radio. Commercial radio values profit over the needs of people. The point of view of those with political and economic power is the only one present when profit is the primary consideration. Therefore, we are left only with the distraction of entertainment or content that does not interfere with the advertising message. This results in the absence of art and educational programming, which are essential in challenging us to think in new ways, and inspiring us to creating change. As a result we lack meaningful discussion on issues vital to the well-being of our community and to the functioning of democracy, which depends on an informed citizenry.
As an alternative to commercial media, VFR is committed to social and economic justice. VFR is a welcoming space that encourages social relationships by fostering dialogue, building knowledge and understanding between and within different ethnic, racial, class, linguistic and other groups that have been silenced. VFR holds itself accountable to the community. Beyond broadcasting, we will engage in a wide variety of cultural, educational and social activities and collaborations as an integral part of our neighborhood. (Approved 4/20/05)
Anti-racism accountability plan: The policy goal of having a plan of accountability for VFR to become an anti-racist organization was approved by consensus and initial approval was given to the plan. The plan presented included VFR members participating in Anti-racism training at the People’s Institute of Northampton in Oct. ’05 and people of color in VFR forming an anti-discrimination committee. (Approved 12/15/04)
Temporary Nature of This Agreement: The present document is designed to guide VFR for the development phase of the project through the commencement of broadcast operations. Revisiting this document can occur on an ‘as needed’ basis. This document shall go into effect immediately upon approval by the general membership. Any subsequent changes to this document approved by the general membership shall go into effect immediately unless otherwise stated in the proposed changes.
General Membership, Meetings and Decision Making: General Membership meetings shall be held the 3rd Wednesday of every month at 7:00 p.m. Any other meetings of the General Membership or a change in the regular meeting location or time shall require at least 2 weeks notification to the active list serve.
Agendas for General Membership meetings shall be generated by the Co-Chairs of the Board of Directors. (Until a Board and officers are elected, the Steering Committee shall generate agendas for meetings.) Submission of agenda items from the active membership, including proposals, must be submitted to the Co-Chairs of the Board at least 72 hours before a meeting.
The Co-Chairs may postpone until the following meeting a submitted agenda item if there is already a full agenda.
All meetings are open to the public. Only members in good standing will be permitted to decide/vote on issues presented at meetings, be eligible to nominate officers or decide/vote in elections.
A member in good standing shall be one who has attended two meetings (General, Committee or Board) in the two months immediately prior to the time of verification. New members are deemed to be in good standing upon roll call at their third meeting, and will retain good standing status as they continue to attend meetings at the rate of two for every two-month period.
The clerk of the Board shall be responsible for the keeping of meeting attendance records. At Board meetings and General Membership meetings, the clerk or designee in the Clerk’s absence shall take attendance records. These shall be included in the recorded minutes of the meeting.
At committee meetings, the committee clerk or designated note-taker shall take note of attendance, include the same in meeting minutes and forward attendance to the Board clerk for inclusion into attendance records.
Any member who is participating in a scheduled meeting will be considered in attendance at the meeting, for the sole purpose of determining good standing status.
A designee of the Board, (for exemptions from General meeting attendance) or a Committee head (for exemptions from Committee meeting attendance) may exempt a member’s meeting absence in the interest of reasonable accommodation to exceptional circumstances, such as, illness or injury, work or school schedule or obstacles to participation, such as disability or lack of transportation. A good faith attempt by all members must be made, whether exempted from attendance or not, to keep abreast of current progress and assist with the project, to the best of their ability.
Members in good standing shall be able to decide on/vote for:
a) Election of a specified number of members of the Board of Directors
b) Ratification of documents regarding organizational structure and decision making
c) Bylaws and Constitution
d) Matters submitted by the Board of Directors (until the B of D is formed and elected, the Steering Committee shall submit matters for approval)
e) Proposals brought before the general membership by a member, provided such proposals are not under the purview of a committee or the Board of Directors.
f) Reversal of a decision made by the Board of Directors.
Absentee Voting: A member in good standing may submit an absentee ballot to the Clerk or appropriate designee of the Board up to the time of a last call for ballots at a General Meeting. Absentee ballots must be sealed in an envelope and must have the name and signature of the member on the outside of the envelope.
Decision Making: Decision making in General Meetings shall be made with an attempt at consensus with resort to vote if consensus cannot be reached. Matters shall be decided by a 2/3 majority vote, except for elections, which shall be decided by plurality. Quorum at a general meeting shall consist of at least 10 members ‘in good standing’.
Grievance Policy: Attached. (Approved 8/17/05)
Board of Directors: The Board of Directors will serve as the governing body for VFR and shall consist of no more than 9 members in addition to a representative from the Media Education Foundation. The MEF has a standing membership on the Board, with its seat designated by the director of the MEF. The MEF representative shall be a non-voting member. The Board may from time to time, accept ex-officio members who may participate in discussion but not vote…
Among other responsibilities, the Board:
The Board may accept on behalf of the station any contribution, gift, behest or device.
The Board is empowered to designate paid staff positions, determine salaries, hire, and if necessary, terminate those filling said positions.
Officers: Officers shall consist of two Co-Chairs, Clerk and Treasurer. Election of officers shall take place at the first meeting of the new board or as soon as time permits.
Eligibility: A member of the Board must be at least 16 years of age and must agree to abide by the defining structures of the station and of the Media Education Foundation, as well as any applicable local, state, and federal laws and regulations and an agreed upon Board Contract. No director shall be retired arbitrarily because of age.
Election and Terms. Each member of the Board of Directors shall serve a two-year term, to begin immediately following election at the Annual Meeting in October 2005, except as provided under this document. Half of the membership of the Board shall be seated in even number years, and half shall be seated in odd number years. During the first year of implementing terms, half of the Board shall be elected to two year terms and half to one-year terms. The notice for the Annual Meeting shall be distributed no less than 21 days prior to the meeting, and a ballot shall list the candidates in alphabetical order.
The election of initial directors shall take place at the July 2004 general meeting in a special election. The notice for the July meeting shall be distributed by July 7, and a ballot shall list the candidates in alphabetical order. Directors so elected shall serve a special 15-month term, to begin immediately following the election.
Nominations. The nominating committee shall consist of three to five members to be elected by the membership at the August general meeting, except as provided under this document. No officer shall be eligible to serve on the nominating committee. The nominating committee shall seek out in writing, which may include posting to the listserv, the membership’s recommendations of candidates. The nominating committee will also be responsible for conducting the election process.
The nominating committee shall make available a list of candidates at the general meeting held in September. Additional nominations may be made from the floor at the September meeting, or by submitting a nomination directly to the nominating committee. Only members in good standing are eligible to nominate candidates. All nominations must be received by the nominating committee no later than 30 days prior to the election.
The Steering Committee shall serve as the nominating committee for the purpose of proposing a slate of candidates for the initial Board of Directors. Additional nominations may be made from the floor at the June meeting, or by submitting a nomination directly to the nominating committee until July 6, 2004, when nominations will close.
Voting. Only members in good standing may vote in the elections. Voting shall be by written ballot. Provision shall be made for write-in candidacy. Each member will be allotted as many votes as there are seats open. In the event of a tie needing resolution by vote, the membership shall immediately hold a separate vote to determine the candidate to be elected. Ballots shall be counted immediately following the election and in the presence of the members. Board members will be elected by plurality, provided they receive a minimum of 5 votes.
Meetings: The Board of Directors shall meet at least monthly at a time to be determined by the board. The board must post notice to the active list-serve of Board meetings with as much notice as possible, with a minimum of at least 5 days notice.
Minutes from Board meetings shall be made available on the active list serve in as timely a manner as possible and may be viewed at General Membership meetings.
The board will schedule time for member participation at the beginning of each meeting.
All Board meetings are open to the public except when the Board enters Executive Session. Executive session is closed to all but Board members, and may only be called to discuss sensitive contract negotiations, discipline, or personnel issues. Board must have consensus to go in to Executive Session, and must leave Executive Session in order to vote upon a formal decision.
Decision Making: Decision making on the Board shall be made with an attempt at consensus with resort to plurality vote if consensus cannot be reached. Quorum shall consist of a majority of the Board. All decisions made by the Board are subject to approval of the Media Education Foundation.
Conflict of Interest: A ‘conflict of interest’ is any situation where a director’s personal interests, or those of a close friend, family member, business associate, corporation or partnership in which a director holds a significant interest, or a person to whom a director owes an obligation could influence a director’s decisions and impair his/her ability to act in VFR’s best interest, or represent VFR fairly, impartially and without bias.
A conflict of interest exists if the decision could be, or could appear to be influenced – it is not necessary that influence takes place.
Directors may not act on behalf of VFR, or deal with VFR, in any matter where he/she is in a conflict of interest or appears to be in a conflict of interest, nor use his/her position with VFR to pursue or advance his/her personal interests or those of a person described above.
Directors must immediately disclose a conflict of interest to the Board of Directors either in writing or at a Board of Directors’ meeting. Directors in doubt about whether they are or may be in a conflict of interest, must request the advice of the Board of Directors.
Unless otherwise directed, directors with a conflict of interest must immediately take steps to resolve the conflict or remove the suspicion that it exists, by:
Directors must not personally benefit from any business activity involving VFR except in unique situations, authorized by the Board.
In connection with any actual or possible conflicts of interest, a director must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the board of directors and members of committees with powers considering the proposed transaction or arrangement.
A director may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
The chairperson of the board or committee, shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the board or committee shall determine whether VFR can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine whether the transaction or arrangement is in VFR’s best interest and for its own benefit and whether the transaction is fair and reasonable to VFR and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
If the board or committee determines that a director has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the board shall duly record the disclosure of an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the board’s decision as to whether a conflict of interest existed.
A member of the board of directors who receives compensation, directly or indirectly, from VFR for services is precluded from voting on matters pertaining to that member’s compensation.
Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement as part of the Board Contract which affirms that such person:
Has read and understands the policy as stated in this document
Agrees to comply with the policy
Understands that VFR is a subgroup of MEF, a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Fees and Remuneration: No Director shall receive any fees or remuneration for serving on the Board. Expenses incurred in carrying out the business of the Board may be reimbursed.
Vacancies. If a vacancy on the Board of Directors occurs during a two-year term, it shall be filled by a special election process, unless there is less than ten months of the unexpired term remaining. Directors so elected shall serve out the unexpired term. If less than ten months of the term remains, then the vacancy shall be filled by the Board of Directors and shall be subject to the decision making process of the Board. Directors so chosen shall be up for election at the next Annual Meeting. If an office becomes vacant during the term of office, the Board of Directors shall elect a director to fill the office at the next board meeting.
Removal: Lack of adherence to the Board contract may result in removal of a Board member. Termination of board membership shall be subject to the decision making process of the board and must occur over the course of two special meetings of the Directors at which a quorum is present, called expressly for that purpose. The notice of such meetings shall specifically set forth the business to be transacted at the meetings. The Director considered for removal shall be given an opportunity to be present and heard at the meetings at which her/his removal is considered and voted upon. The decision for removal shall take place at the second meeting, which shall occur no sooner than two weeks after the first meeting. Such removal may be overruled by 2/3 vote at the next general membership meeting.
Advisory Board: Currently under construction.
Committees: Committees shall be created as needed by the Board of Directors (until a Board is formed, the Steering Committee shall act in this capacity) and shall receive guidance and direction from the Board. Committees shall be responsible to the Board and at least one Board member shall serve on each Committee.
Decision making on the Committees shall be made with an attempt at consensus with resort to plurality vote if consensus cannot be reached. Quorum shall consist of those committee members present.
Meetings of Committees shall be open to the public, however, input at meetings may be limited to Committee members.
Committees must post notice to the active list-serve of Board meetings with as much notice as possible, with a minimum of at least 5 days notice.
All decisions made by Committees are subject to approval by the Board of Directors.
Minutes from Committee meetings shall be made available on the active list serve in as timely a manner as possible and may be viewed at General Membership meetings.
