KYRS - Thin Air Community Radio in Spokane, WA

BYLAWS OF THIN AIR COMMUNITY RADIO

ARTICLE I
PURPOSE

Thin Air Community Radio (here-in referred to as the "Organization") is a community access radio entity created by and for the community to provide diverse and innovative programming that reflects the concerns and interests of the communities it serves.

The Organization is organized as a private, non-governmental corporation under the laws of the State of Washington to furnish non-profit and non-commercial broadcast services, including training, and to provide programming to diverse communities and unserved or underserved groups. The Organization's programming emphasizes non-corporate and neglected perspectives and discussions on important local, national and global issues, reflecting values of peace, social, economic and environmental justice, human rights, democracy, multiculturalism, freedom of expression and social change. The Organization's arts, cultural, and music programming covers a wide spectrum of expression, from traditional to experimental and reflects the diverse cultures it serves.

To that end, the Organization is empowered to obtain and hold appropriate authorization from the Federal Communication Commission; to construct, operate and maintain non-commercial, educational broadcast stations used primarily for transmitting cultural, public affairs, educational and entertainment programs pursuant to the rules and regulations of federal broadcast stations, 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 stations; and to solicit and accept in trust or otherwise, money and property to be used for these purposes; and to carry out and perform all powers granted by the Washington Nonprofit Corporation Act and to engage in any or all other matters to effectuate these purposes.

ARTICLE II
OFFICES

2.01 Registered Office and Registered Agent. The registered office of the Organization shall be located in the state of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office.

2.02 Other Offices. The Organization may have other offices within or outside the state of Washington at such place or places as the Board of Directors may from time to time determine.

ARTICLE III
MEMBERSHIP

3.01 Members. A person who subscribes to the Organization's mission statement and pays annual membership dues shall be a member in good standing of the Organization. Dues shall be set by the Station Manager. The Board of Directors may revise or define additional membership categories from time to time.

3.02 Termination of Membership The Station Manager has authority to terminate a membership. The Station Manager may, for good cause, terminate the membership of any member, except for current members of the Board of Directors. Any appeal against removal of a member is decided by the Board

3.03 Meeting Place. All meetings of the members shall be held at the registered office of the Organization, or at such other place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

3.04 Annual Membership Meeting Time. The annual meeting of the members shall be held each year.

3.05 Annual Membership Meeting At the annual membership meeting, members of the board and/or the station manager may present the yearly operational plan, introduce newly elected board members and officers, and conduct any other miscellaneous business as necessary.

3.05 Special Meetings. Special meetings of the members for any purpose may be called at any time by the Board of Directors.

3.06 Notice. Notice of the time and place of the annual meeting of members and of special membership meetings shall be given by delivering personally, by mailing or by electronically mailing a written or printed notice of the same, at least ten (10) days, and not more than fifty (50) days, prior to the meeting.

3.07 Waiver of Notice. A waiver of any notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.

ARTICLE IV
BOARD OF DIRECTORS

4.01 Number and Powers. The management of all the affairs, property, and interests of the Organization shall be vested in a Board of Directors consisting of no fewer than three (3) and no more than fifteen (15) persons. The Board of Directors elected at the initial meeting of the Board of Directors shall be divided into three classes (Class A (serve a one-year term, Class B (serve a two year term), and Class C (serve a three term) each consisting, as nearly as possible, of one-third (1/3) of the total number of directors elected at that time. Class terms shall expire on the last day of March respectively. Thereafter, upon the expiration of each respective term, Directors shall be eligible to serve three year terms with terms of office beginning on April 1st. Elections for respective class vacancies shall occur at the first regular meeting of the board each year, or a special meeting of the board. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the Organization and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members of the Organization.

4.02 Qualifications. All directors shall be members, in accordance with Article III.

4.03 Election. Election of board members and officers shall take place at the first regularly scheduled board meeting of each year, or any special meeting of the board. Each candidate must be nominated by an existing director and must be a member of the Organization. A two-thirds (2/3) majority of the Board can elect candidates to the Board. Candidates may run for election by submitting a statement of interest. The Board shall be responsible for insuring that an adequate number of candidates, representative of the diversity of the Organization's mission and the members, are nominated. In the event that a majority of the members sign a petition to recall a director, the term of such director shall cease.

4.04 Change of Number. The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

4.05 Vacancies. Besides vacancies caused by recall as provided under Section 4.03, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a two-thirds (2/3) majority of the remaining directors . A director elected to fill any vacancy shall hold office for the unexpired term of the predecessor director and until a successor is elected and qualified.

4.06 Regular Meetings. In addition to the annual meeting, there shall be regular meetings of the Board of Directors held, with proper notice, not less frequently than once every three (3) months. Regular meetings of the Board of Directors may be held at the registered office of the Organization or at such other place or places, either within or without the state of Washington, as the Board of Directors may from time to time designate.

4.07 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Station Manager, or Chair of the Board of Directors or in his/her absence, the Vice Chair, or by any four Board members upon written notice. Such meetings shall be held at the registered office of the Organization or at such other place or places as the directors may from time to time designate. No public notice is required for special meetings.

4.08 Notice. Notice of all special meetings of the Board of Directors (and of all regular meetings other than the annual meetings shall be given to each director by three (3) days prior service of the same by email, by letter, or personally. Such notice need not specify the business to be transacted at, nor the purpose of the meeting.

4.09 Quorum. A majority of the entire Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business. Unless provided otherwise herein, a two-thirds (2/3) majority of the quorum can carry out actions of the Organization. Proxy voting shall not be permitted at meetings of the Board of Directors.

4.10 Waiver of Notice. In the event notice is not properly given in accordance with Section 4.08 hereof, attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

4.11 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Organization immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

4.12 Open Meetings. With the exceptions stated herein, the Board, its committees and other committees created by it shall hold open meetings preceded by reasonable notice to the public. However, the Board, its committees and other committees created by it may hold executive sessions which shall be closed sessions to consider matters including, but not limited to, those related to individual employees, proprietary information, litigation and other matters requiring the confidential advice of counsel, commercial or financial information obtained from a person on a privileged or confidential basis, or the purchase of property or services whenever the premature exposure of such purchase would compromise the business interests of the Organization.

4.13 Remuneration. No stated salary shall be paid to directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Organization in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

4.14 Loans. No loans shall be made by the Organization to any director.

4.15 Removal. Any director may be removed at any time, with cause, by the affirmative vote of three-fourths (3/4) of the quorum of Board of Directors. Notice stating that a named director shall be considered for removal and the cause for such removal must be mailed to the director prior to a duly called meeting of the Board of Directors at the same time and in the same manner prescribed for the notice of the meeting. Any Director absence from three (3) consecutive regular/special meetings of the Board of Directors shall be subject to removal unless their absence is excused by a formal vote of the Board of Directors.

4.16 Action by Directors without a Meeting. Any action required or permitted to be taken at a meeting of the directors, or of a committee thereof that is duly authorized by the Board to take the action in question, may be taken without a meeting by a written consent setting forth the action so to be taken, signed by all of the directors, or all of the members of the committee, as the case may be, before such action is taken. Such consent shall have the same effect as a unanimous vote. Any such action may also be ratified after it has been taken, either at a meeting of the directors or by unanimous written consent.

ARTICLE V
OFFICERS

5.01 Designations. The officers of the Organization shall be the Board Chair, Vice Chair, Secretary, and Treasurer. The Station Manager shall be a non-voting, ex-officio member of the Board. All officers shall be elected for terms of one year by the Board of Directors and there shall be no limitation on the number of terms an officer may serve. Officers shall hold office until their successors are elected and qualify. Election of officers shall take place at the first regularly scheduled board meeting of each year, or any special meeting of the board.

5.02 Board Chair. The Board Chair shall in general conduct meetings of the Board, and shall perform such other duties as are incident to the office or are properly required of the Board Chair by the Board.

5.03 Vice Chair. During the absence or disability of the Board Chair, the Vice Chair shall exercise all the functions of the Board Chair. The Vice Chair shall have such powers and discharge such duties as may be assigned to the Vice Chair from time to time by the Board of Directors.

5.04 Secretary. The Secretary shall issue notices for all meetings, except for notices of special meetings of the members and the Board of Directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the books and records required under RCW Chapter 24.03, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors.

5.05 Treasurer. The Treasurer shall have the custody of all monies of the Organization and shall keep regular books of account. The Treasurer shall disburse the funds of the Organization in payment of the just demands against the Organization or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the Organization. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors.

5.06 Delegation. If any officer of the Organization is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.

5.07 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

5.8 Other Officers. The Board of Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.9 Loans. No loan shall be made by the Organization to any officer or employee.

5.10 Term - Removal. The officers of the Organization shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with cause, by a three-fourths (3/4) majority of a quorum of the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.11 Salaries. The officers of the Organization shall receive no salary. However, officers shall be reimbursed for reasonable expenses actually incurred in the performance of their duties. The Board of Directors shall determine the salary of the Station Manager.

5.12 Repayment. Any payments made to a director, officer, or other employee of the Organization for compensation, salary, bonus, interest, rent, or expense incurred by the party which shall be determined to be unreasonable in whole or in part by the Internal Revenue Service pursuant to §4941(d)(2)(E) of the Internal Revenue Code of 1986, as amended, shall be reimbursed by such director, officer, or employee to the Organization to the full extent of such determination of unreasonableness. It shall be the duty of the Board of Directors to enforce repayment of each such amount. In lieu of repayment by the director, officer, or employee, subject to the determination of the Board of Directors, amounts may be withheld from future compensation or expense reimbursement payments of the director, officer, or employee until the amount owed to the Organization shall have been recovered.

ARTICLE VI
ORGANIZATION OPERATING PROCEDURES

6.01 Board Duties. In addition to the powers conferred on the Board by Section 4.01 hereof, in general, the Board's official duties are to ensure the financial stability of the organization; support fundraising efforts; make, review, and modify policy; and hire, supervise and fire the Station Manager. A vote of at least seventy five percent (75%) of the entire Board of Directors shall be required to fire the Station Manager.

6.02 Delegation to Committees. The Board shall endeavor to delegate review of all other issues that come before the Board to an appropriate committee for discussion and review of the issues, provided however, absence of committee involvement shall not invalidate any action of the Board that is otherwise lawfully taken.

6.03 Open Meetings. Except for special meetings and executive sessions, non-Board members (the general public) will be provided an opportunity to speak at regular scheduled meeting.

6.04 Station Manager. The Station Manager shall manage or supervise all of the business and operations of the Station, and is responsible for compliance with all FCC rules and regulations. The Station Manager shall be responsible for all day-to-day operations of the radio station, including hiring, supervising, and firing staff, and organizing volunteers and dismissing for cause, and such other duties as may be prescribed by the Board. The Station Manager shall prepare an annual operation plan and budget for review and approval by the Board, including recommended salaries for other employees. The Station Manager shall be an ex-officio voting member of all committees created by the Board, except the Board itself and the Executive Committee. The Station Manager shall be an ex-officio non-voting member of the Board and Executive Committee.

ARTICLE VII
COMMITTEES

7.01 Committees. Board Committees may be established or dissolved by resolution of the Board. The composition, size, purpose and powers of each committee shall be provided in any resolutions. Except as otherwise provided in such resolution or these Bylaws, the Chair of the Board of Directors shall be ex-officio on each committee, except the Executive committee.

7.02 Committees of Board of Directors. The Board of Directors may create and appoint committees of the Board of Directors, each of which shall consist of two or more Directors, which shall exercise the authority of the Board of Directors in the management of the organization, except as noted under section 7.06 herein regarding committee limitations.

7.03 Standing Committees of Board of Directors. Standing Committees of Directors shall include the following:
(a) Executive Committee. The Executive Committee shall consist of the Chair, Vice-Chair, Treasurer, and one other Board member appointed by the Board of Directors, and shall have and exercise the authority of the Board to act on matters which must be decided before the next regular meeting of the Board of Directors but do not merit a special meeting of the Board of Directors.

(b) Nominating Committee. The Nominating Committee shall advise the Board of Directors regarding nominations for Board elections and filling Board vacancies; present nominations to the membership at the annual meeting; ensure that the provisions of Article VI of these Bylaws regarding Board elections are carried out; analyze regularly the attendance of Board members; consult with board members who are not attending regularly; and make recommendations to the Board regarding inactive members of the Board.

7.04 Non-Board of Director Committees. The Board of Directors may create other committees not having and exercising the authority of the Board of Directors in the management of the organization. Members of these committees shall include one Board member and appropriate staff, and/or qualified members appointed by the Chair of the Committee.

7.05 Standing Non-Board of Director Committees. Standing non-Board of Director Committees shall include the following:

(a) Development Committee. The Development Committee shall advise the Board of Directors regarding the organization's fundraising efforts and activities and to recommend fund raising activities that aid in advancing the strategic planning goals of the organization and making the organization financially sound.

(b) Finance Committee. The Finance Committee shall advise the Board of Directors regarding the organization's finances and the management of its financial resources; ensure that the organization maintains appropriate accounting records; receive and review monthly financial reports on income and expenditures, submits a proposed budget to the Board for approval; and arranges for a financial audit of the previous year's accounts.

7.06 Committee Limitations. No committee shall have the authority to (a) amend, alter, or repeal these Bylaws; (b) elect, appoint or remove any member of any committee or any Director or officer of the corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business (f) authorize the voluntary dissolution of the Corporation or revoke proceedings thereof; (g) adopt a plan for the distribution of the assets of the Corporation; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law. Committees are subject to the ultimate direction and supervision of the Board, and cannot act autonomously.

7.07 Term of Office. Directors, staff persons, and/or members shall be appointed to committees by the Chair of the Committee for such terms as the Board may determine. Staff persons shall continue as committee members until their employment ceases or a successor is appointed. Members of the Organization shall continue as committee members until they resign or miss three consecutive meetings without good cause as determined by the committee chairperson or are excused by the Chairperson or Board of Directors.

7.08 Committee Chair. The Board shall appoint a committee chairperson, which is a current member of the Board of Directors. The chairperson is responsible for coordinating and conducting the committee meetings and ensuring that meetings are conducted in a fair and impartial manner in accordance with the policies of the Organization and reporting to the Board at regular and/or special meetings.

7.09 Directors, Staff, and member Vacancies. Directors, staff, and member vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of the original appointments.

7.10 Quorum. A majority of the entire committee shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business. A two-thirds (2/3) majority of the quorum can carry out actions of the committee.

7.11 Removal. Committee members may be removed for cause. Employees or volunteers who have been removed for cause shall no longer be allowed to attend committee meetings. Petitions for removal of a committee member for non-performance of duties are decided upon by the committee chairperson.

7.12 Dissolution. The Board of Directors shall have the ability to dissolve any committee at any time by a two-thirds (2/3) majority of a quorum of the board.

ARTICLE VIII
DEPOSITORIES

The monies of the Organization shall be deposited in the name of the Organization in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.

ARTICLE IX
NOTICES

Except as may otherwise be required by law, any notice to any director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Organization, postage prepaid.

ARTICLE X
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS

The Organization shall indemnify its officers, directors, employees, and agents to the greatest extent permitted by law. The Organization shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Organization or who is or was serving at the request of the Organization as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the Organization would have the power to indemnify such person against such liability under the provisions of this Article.

ARTICLE XI
CONTRACTS AND CONVEYANCES

All contracts, deeds, conveyances, negotiable instruments, and other instruments of like character which have first been approved by the Board of Directors shall be signed by the Station Manager and by one other officer or as otherwise directed by the Board of Directors. No contract of any officer of the Organization shall be valid without previous authorization or subsequent ratification of the Board of Directors.

ARTICLE XII
BOOKS AND RECORDS

The Organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.

ARTICLE XIII
AMENDMENTS

A three-fourths (3/4) majority of a quorum of the Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this Organization.

ARTICLE XIV
CHARITABLE PURPOSES/NEGATION OF PECUNIARY GAIN

14.01 Charitable Purposes. The Organization is organized exclusively for charitable, scientific, literary, or educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

Notwithstanding any provisions of these Bylaws to the contrary, this Organization shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization qualified for tax-exempt status under §501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. Furthermore, this Organization shall neither conduct nor carry on any activities which subject the Organization to liability for excise taxes imposed pursuant to §§4941, 4942, 4943, 4944, or 4945, of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

The Organization will not engage in nor shall any of its funds, property, or income be used in carrying on propaganda or otherwise attempting to influence legislation; nor shall the Organization participate or intervene in any political campaign (including the publishing or distributing of statements) on behalf of any candidate for public office.

14.02 Negation of Pecuniary Gain. No part of the net earnings of this Organization shall ever inure to or for the benefit of or be distributable to its directors, officers, or other private persons, except that the Organization shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.