BYLAWS
OF
NAPA PUBLIC ACCESS CABLE TELEVISION, INCORPORATED
ATTACHMENT 2
ii
TABLE OF CONTENTS
ARTICLE I. NAME Page No.
Section 1.01: Name 1
ARTICLE II. OFFICES OF THE CORPORATION 1
S
ection 2.01: Principal Office 1
Section 2.02: Registered Office and Registered Agent 1
ARTICLE III. PURPOSES 1
Section 3.01: Purposes 1
ARTICLE IV. MEMBERSHIP 2
Section 4.01: Initial Members 2
Section 4.02: Membership Qualification 2
Section 4.03: Classes of Members 3
Section 4.04: Voting Rights 3
Section 4.05: Dues and Terms of Membership 3
Section 4.06: Transfer of Membership 3
ART
ICLE V. MEETING OF MEMBERS 3
Section 5.01: Place of Meeting 3
Section 5.02: Annual Meeting of Members 3
Section 5.03: Special Meetings 4
Section 5.04: Notice Requirement for Members Meeting 4
Section 5.05: Notice of Certain Agenda Items 4
Section 5.06: Manner of Giving Notice 5
Section 5.07: Waiver of Notice of Consent by Attendance 5 Section 5.08: Presiding Officers 5
ART
ICLE VI. VOTING OF MEMBERS 5
Section 6.01: Quorum 5
Section 6.02: Loss of Quorum 6
Section 6.03: Adjournment and Notice of Adjourned Meetings 6 Section 6.04: Eligibility to Vote 6
Section 6.05: Voting 6
Section 6.06: Approval by Majority Vote 6
Sec tion 6.07: Action by Written Ballot Without a Meeting 7 Section 6.08: Record Date for Notice, Voting,
Written Ballots and Other Actions 7
Section 6.09: Proxy 8
ATTACHMENT 2
iii
TABLE OF CONTENTS (continued)
ARTICLE VII. THE BOARD OF DIRECTORS 8
Section 7.01: General Powers of the Board 8
Section 7.02: Q ualifications 8
Section 7.03: Composition of the Board 8
Section 7.04: Term of Board Members 9
Section 7.05: Resignation 9
Section 7.06: Events Causing Vacancies 9
Section 7.07: Filling Vacancies 10
Section 7.08: Regular Meetings 10
Section 7.09: Organizational Meetings 10
Section 7.10: Special Meetings 10
Section 7.11: Quorum 10
Section 7.12: Majority Vote 10
Section 7.13: Compensation 11
ARTICLE VIII. THE ELECTION OF THE BOARD 11
Section 8.01: Nomination of Board Members 11
Section 8.02: Nomination by Petition 11
Section 8.03: Inspectors of Election 12
Section 8.04: Election by Mailed Ballot 12
Section 8.05: Certification of Election 12
ARTICLE IX. OFFICERS 13
Section 9.01: Qualification of Elected and Appointed Officers 13 Section 9.02: D esignation of Officers 13
Section 9.03: Election of Officers 13
Section 9.04: R esignation of Officers 13
Section 9.05: Removal of Off icers 13
Section 9.06: Vacancies 13
Section 9.07: Terms of Office 13
Section 9.08: Chairperson 14
Section 9.09: Executive Director 14
Section 9.10: Vice-Chairperson 14
Section 9.11: Secretary 15
Section 9.12: Treasurer 15
ATTACHMENT 2
iv
TABLE OF CONTENTS (continued)
ARTICLE X. INDEMNIFICATION AND INSURANCE 15
Section 10.01: Indemnification of Officers 15
Section 10.02: Exemption of Property 15
Section 10.03: Insurance 15
ARTICLE XI. COMMITTEES OF THE BOARD 16
Section 11.01: Standing Committee 16
Section 11.02: Duties of Executive Committee 16
Section 11.03: Duties of Finance Committee 17
Section 11.04: Duties of Nominating Committee 17
Section 11.05: Minutes of Standing Committee 17
Section 11.06: Other Committees 17
ARTICLE XII. PERFORMANCE OF NPACT 18
Section 12.01: Reporting Requirements 18
Section 12.02: Auditing and Inspection Requirements 18 Section 12.03: Document Retention & Destruction 18
Section 12.04: Conflict of Interest 20
Section 12.05: Whistle Blowing 20
ARTICLE XIII. MISCELLANEOUS 21
Section 13.01: Non-Discrimination 21
Section 13.02: Meeting of NPACT 21
ARTICLE XIV. DISSOLUTION 22
Section 14.01: Corporate Dissolution 22
ARTICLE XV. AMENDMENT OF BYLAWS 22
Section 15.01: Membership Rights Limitations 22
Section 15.02: Member Approval Required 22
Section 15.03: Amendments by Members 23
Section 15.04: Manner of Giving Notice 23
ATTACHMENT 2
1 BYLAWS OF NAPA PUBLIC ACCESS CABLE TELEVISION, INCORPORATED
ARTICLE I.
NAME
Section 1.01--Name
The name of the organization shall be Napa Public Access Cable Television, hereinafter referred to as “NPACT.”
ARTICLE II.
OFFICES OF THE CORPORATION
Section 2.01 --Principal Office
The principal office for the transaction of the activities and affairs of NPACT shall be located within the County of Napa, California.
Section 2.02--Registered Office and Registered Agent
NPACT shall have and continuously maintain in the State of California a registered offic e, and a registered agent whose office is identical with such registered office, as required by California non-profit corporation law. The registered office may be, but need not be, the same as its principal office in the State of California. The registere d office or the registered agent at such office, or both, may be changed from time-to-time by the Board of Directors by compliance with applicable provisions of California non-profit corporation law.
ARTICLE III.
PURPOSES
Section 3.01--Purposes
This C orporation is formed for scientific, educational, and charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Its specific purposes are:
(a) To operate the channel(s) designated under current law for noncommercial public, educational, and government access; on cable systems or other video media within the jurisdictions we serve.
ATTACHMENT 2
2 (b) To provide individuals, organizations, and institutions on a non- discriminatory basis the necessary resources to produce programming for the noncommercial access channel(s) including training, equipment, production facilities and channel time;
(c) To encourage the use of access channels among a wide range of individuals, organizations and institutions within the county of Napa;
(d) To assure that no censorship over program content of the public access channel(s) exists, except as necessary to comply with current state and federal laws. However, nothing in this section prohibits NPACT from removing programming that is not technically adequate for viewing, under prevailing industry standards. In addition, NPACT has the sole right to program time and placement in the viewing schedule.
(f) To serve acces s viewers with programming reflecting the activities, concerns, and interests of the residents of Napa County in a manner that promotes a free exchange of ideas and information.
(g) To solicit additional funds and resources for and serve as vehicle for the funding of access activities in the county of Napa.
(h) To determine and conduct or support any and all other lawful things in furtherance of the foregoing charitable and educational purposes, either manifest or latent.
ARTICLE IV.
MEMBERSHIP
Section 4.01--Initial Members
The initial members of NPACT shall be limited to the Board of Directors. No later than January 31, 1995, the membership of NPACT shall be expanded and function as described in the following subsections of IV. Membership, of V. Meeting of Members, and of VI. Voting of Members.
Section 4.02--Membership Qualification
Any person who is a resident of, or is employed in, the County of Napa, and any non -profit organization, business or institution with an office located in the County of Napa or that serves residents in the County of Napa shall be eligible for membership upon completion of a membership application and upon compliance with conditions as may be prescribed by the Board of Directors. Parental permission is required for youths 14 years of age or under. Membership is available to all without discrimination.
ATTACHMENT 2
3 Section 4.03--Classes of Members
(a) There shall be two (2) classes of voting members in NPACT:
(1) Individual members shall be those persons who are residents of or empl oyed in the County.
(2) Organizational members shall be all others as described in section 4.02.
Section 4.04--Voting Rights
Individual members and organizational members shall have the right to vote as set forth in these Bylaws; on the election of Directo rs; on change to these Bylaws as designated in Section 15.02 on any merger and its principal terms and the amendment of those terms; and on any election to dissolve NPACT. In addition, those members shall have all rights afforded members under California non-profit corporation law. No proxy voting is permitted.
Section 4.05--Dues and Terms of Membership
The Board may establish annual dues for individual and organizational members and specify items of membership, if any.
Section 4.06--Transfer of Membership
No membership or right arising from membership shall be transferable.
ARTICLE V.
MEETING OF MEMBERS
Section 5.01--Place of Meeting
Meetings of the members shall be held at any place within the County of Napa designated by the Board. In the absence of any such designation, meetings shall be held at NPACT’s principal office.
Section 5.02--Annual Meeting of Members
NPACT shall hold an Annual Meeting at a time and place to be determined by resolution of the Board. Notice of the Annual Meeting shal l be given in accordance with Section 5.04 of these Bylaws, except that notice must be given at least thirty (30) days prior to the meeting and be ATTACHMENT 2
4 announced on the public/community access channel, and published in a public ly accessible digital media format (NPACT website, social media page, Television announcement, or similar).
Section 5.03--Special Meetings
(a) A special meeting of the members may be called at any time by the Chairperson of the Board, the Board of Direc tors, or by a written request submitted to the Secretary of NPACT by five percent (5%) or more of the members of NPACT. Said request should specify the nature of the business to be transacted at the special meeting.
(b) Special meeting shall be held at least thirty (30) days and no more than ninety (90) days after being called.
Section 5.04--Notice Requirement for Members' Meetings
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with Section 5.05 and 5.06 of these Bylaws to each member entitled to vote at the meeting. That notice shall specify the place, date, and hour of the meeting and:
(a) For a Special Meeting the general nature of the business to be transacted and no other business may be transacted.
(b) For the Annual Meeting those matters that the Board at the time notice is given intend to present for action by the members, but except as provided by Section 5.05 of these Bylaws any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when notice is given.
Section 5.05--Notice of Certain Agenda Items
Approval by the members of any of the following proposals other than by unanimous approval by those entitled to vote is valid only if the notice or written waiver of notice states such actions are to be considered:
(a) Removing a Director without cause.
(b) Filling vacancies on the Board.
(c) Amending the Articles of Incorporation.
(d) Electing to wind-up and dissolve NPACT.
ATTACHMENT 2
5 Section 5.06--Manner Giving Notice
(a) Notice of any meeting of members shall be in writing and shall be given at least ten (10), but not more than ninety (90) days before the me eting date. The notice shall be given either personally or by first -class mail or by other means by written communications, the charges prepaid, and shall be addressed to each member entitled to vote at the address of that member appearing on the books of NPACT or at the address given to NPACT by the member for purposes of notice. If no address appears in NPACT’s books and no address has been so given, notice shall be deemed to have been given if notice is published at least once in a newspaper of general circulation in the City or through the napavalleytv.org website or one of the Organization’s social media platforms.
(b) An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, shall be executed by the Secretary or any transfer agent of NPACT and shall be filed and maintained in NPACT’s minute book.
Section 5.07--Waiver of Notice or Consent by Attendance
The members’ attendance at a meeting shall constitute a waiver of notice of the meeting, unle ss the member objects at the beginning of the meeting to the transaction of any business because the meeting was not legally called or convened. However, attendance at the meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.
Section 5.08--Presiding Officers
The Chairperson of the Board of Directors shall preside at all regular or special meetings of the members, and in that person’s absence the Vice Chairperson shall serve in this capacity. The Secretary of the Board shall keep or cause to be kept minutes of all meetings.
ARTICLE VI.
VOTING OF MEMBERS
Section 6.01--Quorum
A quorum for the transaction of business at any meeting of the membership, or any action by written ballot, shall consist of ten percent (10%) of the membership of NPACT. However, if any special or annual meeting is actually attended, by less than one -third (1/3) of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under Section 5.04 of these Bylaws.
ATTACHMENT 2
6 Section 6.02--Loss of Quorum
Subject to Section 6.01 above of these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment even if enough members have withdrawn to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of the members required to constitute a quorum and was included in the notice of the meeting.
Section 6.03--Adjournment and Notice of Adjourned Meetings
Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majorit y of the members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a members’ meeting is adjourned to another time and place, notice need not be given to the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date of the notice of the meeting, is entitled to vote at each meeting. At the adjourned meeting, NPACT may transact any business that might have been transacted at the original meeting.
Section 6.04--Eligibility to Vote
Subject to the provisions of California nonprofit corporation law, members entitled to vote at any meeting of members shall be individual members and organizational members in good standing as of the record date under Section 6.08 of the Bylaws.
Section 6.05--Voting
Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Voting may be by voice or ballot, except votes for Directors may only be cast by a mailed ballot or a secured electronic ballot platform that authenticates each voting member.
Section 6.06--Approval by Majority Vote
If a quorum is present, the affirmative vote of a majority of the members represented at the meeting entitled to vote and voting on any matter shall be the act of the members unless the vote of a greater number is required by the Articles of Incorporation, or these Bylaws.
ATTACHMENT 2
7 Section 6.07--Action by Ballot Submission Without a Meeting
(a) Any action including election of Directors that may be taken at any meeting of members may be taken without a meeting by complying with Sections (1) and (2) below.
(1) Solicitation of Ballots. NPACT shall distribute one (1) ballot to each member entitled to vote on the matter. Such ballots shall be delivered in the manner required by Section 5.06 of the Bylaws. All solicitation of votes by written ballot shall: (a) indicate the number of responses needed to meet the quorum requirements, (b) with respect to ballots other than for election of Directors, state the percentage of approval necessary to pass the measure or measures, and (c) specify the time by which the ballots must be received in order to be counted.
Each ballot so distributed shall: (a) set forth the proposed action, (b) provide the members with an opportunity to specify approval or disapproval of each proposal, and (c) provide a reasonable time within which to return the ballot to NPACT. In any election of Directors, a submitted ballot that the member marks “withhold” or otherwise marks in a manner indicated that authority to vote is withheld shall not be voted either for or against the election of a Director.
(2) Number of Votes and Approvals Required. Approval by submitted ballot shall be valid only when the number of votes cast by ballot, including those ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld, within the time specified equals or exceed the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast is the same as the number of votes cast by submitted ballot without a meeting.
(b) Written or electronically submitted ballots may not be revoked.
(c) All submitted ballots shall be filed with the Executive Director of NPACT and maintained in the corporate records for at least three (3) years.
Section 6.08--Record Date for Notice, Voting, Written Ballots and Other Actions
(a) For purposes of determini ng the members entitled to notice of any meeting, entitled to vote at any meeting, or entitled to exercise any rights with respect to any lawful action, the Board may in advance fix a record date. The record date so fixed shall not be more than sixty (60) or less than ten (10) days before the date of the meeting.
(b) For voting by written ballot, the record date shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited.
(c) For purposes of Sections (a) and (b) above a person holding a membership at the close of business on the record date shall be a member of the record.
ATTACHMENT 2
8 (d) If not otherwise fixed by the Board, the record date for determining members entitled (1) to receive notice of a meeting of member s shall be the next business day preceding the day on which notice is given, or if notice is waived, the next business day preceding the day on which the meeting is held and (2) to vote at the meeting shall be the day on which the meeting is held.
(e) If not otherwise fixed by the Board, the record date for determining those entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.
Section 6.09--Proxy
There shall be no voting or other action by proxy, except that any organizational member may, by notice filed with the Secretary, designate a person or persons to exercise a vote of the organization.
ARTICLE VII.
THE BOARD OF DIRECTORS
Section 7.01--General Powers of the Board of Directors
Subject to the provisions and limitations of California non- profit corporation law and any other applicable laws and subject to any limitations of the Articles of Incorporation or the Bylaws regarding action that require approval of the members, NPACT’s activities and affairs shall be managed and all corporate powers shall be exercised by or under the direction of the Board
Section 7.02--Qualifications
(a) All members of the Board must be individual members in good standing of NPACT.
Section 7.03--Composition of the Initial Board
(a) The Board may consist of persons who as closely as possible represent the racial, ethnic, geographic, and socioeconomic diversity of the county of Napa. Further, the Board may also represent the broad base of community interests as reflected in the variety of non - profit organizations and institutions serving the county of Napa and may represent access producers and persons with knowledge and expertise, which will benefit the corporation.
(b) The Board of NPACT shall consist of up to thirteen (13) voting members.
(c) “Elected Directors’ shall consist of up to six (6) Directors elected by the membership.
ATTACHMENT 2
9 (d) “Designated Directors” shall consist of up to seven (7) Directors . Napa Valley College ; Napa Unified School District; the City of Napa; the City of American Canyon; the Town of Yountville; City of St. Helena ; and the City of Calistoga may each appoint one (1) designated Director respectively to represent their jurisdiction . Additional jurisdictions who contract with NPACT for PEG services may appoint one (1) designated Director at time of contract.
Section 7.04--Terms of Board Members
(a) The initial elected Directors shall draw lots so that four (4) shall have terms which expire on the date of the annual meeting of NPACT in 1996, and three (3) shall have terms which expire on the date of the 1995 annual meeting.
(b) Directors shall serve two (2) year terms with no limit on the number of times a director may run for re-election or re-appointment.
(c) Terms of Elected Directors shall be staggered in such a way that at least three (3) non designated Directors shall be elected from the membership each year.
(d) A term of each elected Director shall end on the date of the Annual Meeting nearest the end of his or her term, but not before a successor is duly elected and qualified.
Section 7.05--Resignation
(a) Any Director may resign effective upon giving written notice to the Chairperson or the Secretary, unless the notice specifies a later time for the resignation to become effective.
Except on notice to the Attorney General, no Director may resign when NPACT would then be left without a duly elected Director in charge of its affairs.
(b) Failure of a Director to attend three (3) consecutive Board meetings, without a valid excuse requested in advance of the meeting, may be deemed a voluntary resignation from office, effective seven (7) days following the third meeting. Exceptions may be granted by the Board.
ATTACHMENT 2
10 Section 7.06--Events Causing Vacancies
(a) A vacancy or vacancies on the Board shall exist on the occurrence of the following:
(1) The death of any Director;
(2) The resignations of any Director,
(3) Upon the vote of the members or, if the Corporation has fewer than 50 members, the vote of the majority of all members, to remove; provided, however, that the removal of an Appointed or Designated Director by the members mu st be approved by the Board and the appointing agency.
(b) NPACT shall notify the affected Director of any action taken under Section 7.05 (a) and (b) and 7.06 (a)(3) by certified mail (return receipt) within seven (7) days of the action.
Section 7.07--Filling Vacancies
Except for the vacancy created by the removal of a Director by the members, vacancies on the Board of elected or appointed Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. Vacancies of Designated Directors shall be filled by the entity that designated the departing Director. The members may fill any vacancy or vacancies not filled by the Directors after six months of the vacancy. The Directors so appointed shall serve the remaining term of the vacant seat.
Section 7.08--Regular Meetings
The Board of Directors shall schedule regular meetings for the transaction of NPACT business and shall schedule these meetings at least quarterly throughout the ye ar. Regular meetings will be held at a time and place determined by resolution of the Board without other notice than such resolution. Schedules of Board meetings and minutes of the Board meetings will be made available to members and the public upon request
Section 7.09--Organizational Meeting
During each annual meeting of members, after the new Board members are installed, the Board shall hold , an election of the officers of the Board.
Section 7.l0--Special Meetings
Special meetings of the Board may be called at any time by the Chairperson, Vice- chairperson, or any two (2) Directors of the Board. Written notice of the time and place of special meetings shall be mailed via first- class mail to each Director at least four (4) calendar days before such a ATTACHMENT 2
11 meeting is held or two (2) days before the meeting if notice is given via telephone or in person.
Special meetings of the Board may be held at a place designated by the Board or at the principal office. Attendance at any meeting by a Director shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 7.11--Quorum
A quorum shall be a majority of the current members of the Board of Directors.
Section 7.12--Majority Vote
No action of the Board shall be valid unless approved by a majority of those Board Members attending the meeting. Nothing in this section shall prohibit a member of the Board attending and or voting at a meeting by video or telephone conference.
Section 7.13--Compensation
Directors shall receive no compensation for services as Directors, but may be reimbursed for any reasonable expenses, as approved by the Board.
ARTICLE VIII.
THE ELECTION OF DIRECTORS
Section 8.0l--Nomination of Board Members
A Nominating Committee created by the Board of Directors shall propose a candidate for each opening for an elected member on the Board. The Nominating Committee is encouraged to ensure that nominees for the Board represent as closely as possible the racial, ethnic, geographic, and socioeconomic diversity of the City of Napa. The proposed slate of candidates shall be communicated to the membership, in a manner determined by the Board, no less than twenty (20) days prior to the record date of the Annual Meeting.
ATTACHMENT 2
12 Section 8.02--Nomination by Petition
Any individual member in good standing may be nominated by the membership using the following procedure:
(a) The Board shall send notice to all members of NPACT notifying them of the procedures and timeframe for filing a petition for nomination to the Board of Directors. Such notice shall indicate the numbers of Directors to be elected in each year.
(b) Any petition for nomination must be signed no more than four (4) months preceding the record date for the Annual Meeting and must be submitted to the Secretary by the date designated by the Board as the deadline for receiving nomination petitions.
(c) Irrespective of the number of members of NPACT, petitions for nomination must contain a total of at least five (5) signatures of individual members or representatives of organizational members. Only one signature per organizational member is permitted.
Section 8.03--Inspectors of Election
No later than thirty (30) days prior to the close of nominations, the Board may appoint Inspectors of Election to monitor the election proceedings. The number of inspectors shall be either one or three. The Inspector(s) of Election shall determine the memberships outstanding and voting power of each; receive votes, ballots, or consents; establish the existence of a quorum; determine when the ballots shall be received; hear and determine all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes or consents; determine the result and do such acts as may be proper to conduct the election or votes with fairness to all members. The Inspector(s) of Election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical. If there are three Inspector(s) of Election, the decision, act or certificate of a majority is effective in all aspects as the decision, act or certificate of all.
Section 8.04--Election by Mailed Ballot
(a) Subject to Section 8.03, election of all of the elected Directors shall be accomplished by mailed ballot, which shall be mailed to all classes of members of NPACT and returned by them in accordance with Secti on 6.07 of these Bylaws. No Director may be elected at a public meeting except as outlined in Section 7.03 in these Bylaws for appointment of the initial Board.
(b) Each member, shall, in writing, cast votes for not more than the number of positions that are available. Each vote shall be for a different person.
(c) Violation of any provision of this Section shall invalidate the member’s entire ballot.
ATTACHMENT 2
13 (d) In the event that two (2) or more persons each receive the same number of votes, the Chairperson shall determine, by lot, which person(s) shall be seated as a Board member.
Section 8.05--Certification of Election
At the annual meeting of NPACT required as per Section 5.02, the results of the election of Directors shall be announced and certified and the new Directors shall take their seats upon the Board.
ARTICLE IX.
OFFICERS
Section 9.01--Qualification of Elected and Appointed Officers
All elected, designated and appointed officers of NPACT shall be individual members of NPACT in good standing and shall be 18 years of age or older.
Section 9.02--Designation of Officers
The officers of NPACT shall be a Chairperson, a Vice -chairperson, Secretary, and a Treasurer.
The officers shall be chosen by the Board from the members of the Board.
Section 9.03--Election of Officers
The officers of NPACT shall be chosen by a majority vote of the Board and shall serve at the pleasure of the Board.
Section 9.04--Resignation of Officers
Any officer may resign at any time by giving written notice to NPACT. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of NPACT under any contract of which the officer is a party.
ATTACHMENT 2
14 Section 9.05--Removal of Officers
Any officer may be removed from office by ordinary resolution of the Board when, in their judgment, the best interests of NPACT shall be served thereby. Removal of an officer shall be without any prejudice to any contractual rights, which he or she may have with respect to NPACT.
Section 9.06--Vacancies
Any vacancy among the officers shall be filed for the unexpired term by ordinary resolution of the Board.
Section 9.07--Terms of Office
The terms of office for the officers of NPACT shall commence with the organizational meeting of the Board following the Annual Meeting of the members and shall conclude at the organization meeting of the Board following the next Annual Meeting.
Section 9.08--Chairperson
The Chairperson of the Board shall preside at meetings of the Board and shall exercise and perform such other duties and powers as the Board may assign from time to time. If there is no Executive Director, the Chairperson of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the Executive Director of NPACT prescribed by these Bylaws.
Section 9.09--Executive Director
Subject to such supervisory powers as the Board may give to the Chairperson of the Board, if any, and subject to the control of the Board, the Executive Director shall be the general manager of NPACT and shall supervise, direct, and control NPACT’s activities and affairs. The Executive Director shall have such other powers and duties as the Board or these Bylaws may prescribe.
Section 9.10--Vice-Chairperson
If the Chairperson is absent or disabled, the Vice- chairperson shall perform all duties of the Chairperson. When so acting, t he Vice-chairperson shall have all powers of and be subject to all restrictions on the Chairperson. The Vice -chairperson shall have such other powers and perform such other duties as the Board or their Bylaws may prescribe.
ATTACHMENT 2
15 Section 9.11--Secretary
(a) T he Secretary shall keep or cause to be kept, at NPACT’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of Committees, and of members’ meetings. The minutes shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and if special, how authorized, the notice given, the names of those present at the Board and committee meetings, and the number of members present or represented at members’ meetings. The Secretary shall keep or cause to be kept, at the principal office, a copy of the Articles of Incorporation and Bylaws, as amended to date.
(b) The Secretary shall keep, or cause to be kept, at NPACT’s principal office or at a place determined by resolution of the Board, a record of the members of NPACT, showing each member’s name, address, class, and status of membership.
(c) The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the corporate seal in safe custody and shall have other powers and perform such other duties as the Board or these Bylaws may prescribe.
Section 9.12--Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of NPACT’s properties and transactions. The Treasurer shall give or cause to be given to the members and Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
ARTICLE X.
INDEMNIFICATION AND INSURANCE
Section 10.01--Indemnification of Officers
Any member of the Board of Directors and any officer of NPACT, as a condition of accepting said office, shall be indemnified by NPACT against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceedings in which he or she is made a party by reason of having been or being a member of the Board of Directors or an officer of NPACT, except for breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit. Such right of indemnification is not to be deemed exclusive of any right to which he or she may be entitled under the laws of the State of California, these Bylaws, agreements, vote of members, or otherwise.
ATTACHMENT 2
16 Section 10.02--Exemption of Property
The private property of the members and Board of Directors of NPACT shall not be liable for corporate debts to any extent whatsoever. This section of these Bylaws shall not be amended except by the unanimous vote of the members and the Board of Directors.
Section 10.03--Insurance
NPACT shall have the right to purchase and maintain insurance on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising out of the officer’s, Director’s employee’s, or agent’s status as such.
ARTICLE XI.
COMMITTEES OF THE BOARD
Section 11.01--Standing Committees
The Board shall appoint three standing committees: an Executive Committee, a Finance Committee, and a Nominating Committee. Each Standing Committee shall consist of at least three (3) Board members and shall be appointed from among the members of the Board. No Board member shall serve on more than two (2) Standing Committees. The Executive Director shall be a non-voting member of each committee.
Section 11.02--Duties of Executive Committee
The Executive Committee shall have the power to act as the Board of Directors in between Board meetings. The Executive Committee shall not regardless of Board resolution:
(a) Take any final action on any matter that, under California non -profit corporation law, also requires approval of the members or approval of a majority of all members;
(b) Fill vacancies on the Board or on any committee that has the authority of the Board;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board that, by its express terms, is not amendable or repeal able;
(e) Create any other committee of the Board or appoint the members of committees of the Board;
ATTACHMENT 2
17 (f) Expend corporate funds to support a nominee for Director; or
(g) Approve any contract or transaction to which NPACT is a party and in which one or more of its Directors has a material financial interest.
Section 11.03--Duties of Finance Committee
The Finance Committee shall review the Annual Financial Statement, approve annual audit reports, and recommend to the Board the selection of and fees to be paid to an independent Certified Public Accountant for NPACT. It shall be the responsibility of the Finance Committee to report to the Board of Directors whether NPACT is meeting its projected budget, on the scope and adequacy of the annual audits and related fees, to continually monitor and report to the Board of Directors on the effectiveness and adequacy of NPACT’s internal accounting controls, and include in that report its findings as to whether or not any errors, omissions, criticisms, or recommendations contained in the management letter of the independent Certified Public Accountant if one accompanies the annual audits, has been properly dealt with. The Finance Committee shall have such other duties as may be delegated to it by the Board from time to time.
Section 11.04--Duties of the Nominating Committee
The Nominating Committee shall carry out its duties in accordance with the procedures specified in Sections 8.01 and 8.02 of these Bylaws, and shall carry out such other duties as may be required by the Board from time to time.
Section 11.05--Minutes of Standing Committee
The minutes or a report of each Standing Committee shall be submitted to the Board no later than the Board’s next regular meeting.
Section 11.06--Other Committees
The Board may establish other committees from time to time and these committees shall have such duties as may be conferred on them by the Board. Appointees must be members in good standing of NPACT. Minutes and actions of all such Committees shall be submitted to the Board.
ATTACHMENT 2
18 ARTICLE XII.
PERFORMANCE OF NPACT
Section 12.01--Reporting Requirements
An annual report regarding its fiscal and operational activities shall be prepared and distributed.
Section 12.02--Auditing and Inspection Requirements
NPACT shall contract for a financial review of its records with a Certified Public Accountant on an annual basis and its records shall be open to the membership for inspection.
Section 12.03—Document Retention & Destruction
In accordance with the Sarbanes-Oxley Act, which makes it a crime to alter, cover up, falsify, or destroy any document with the intent of impeding or obstructing any official proceeding, this policy provides for the systematic review, retention, and destruction of documents received or created by NPACT in connection with the transaction of organization business. This policy covers all records and documents, regardless of physical form, contains guidelines for how long certain documents should be kept, and how records should be destroyed (unless under a legal hold). The policy is designed to ensure compliance with federal and state laws and regulations, to eliminate accidental or innocent destruction of records, and to facilitate NPACT’s operations by promoting efficiency and freeing up valuable storage space.
NPACT follows the document retention procedures outlined below. Documents that are not listed, but are substantially similar to those listed in the schedule, will be retained for the appropriate length of time.
Corporate Records
Annual Reports to Secretary of State/Attorney General Permanent Articles of Incorporation Permanent
Board Meeting and Board Committee Minutes Permanent
Board Policies/Resolutions Permanent
Bylaws Permanent
Construction Documents Permanent
Fixed Asset Records Permanent
IRS Application for Tax-Exempt Status (Form 1023) Permanent IRS Determination Letter Permanent
State Sales Tax Exemption Letter Permanent
Contracts (after expiration) 7 years
Correspondence (general) 3 years
Accounting and Corporate Tax Records
Annual Audits and Financial Statements Permanent
Depreciation Schedules Permanent
IRS Form 990 Tax Returns Permanent
General Ledgers 7 years
Business Expense Records 7 years
IRS Form 1099 7 years
ATTACHMENT 2
19 Journal Entries 7 years
Invoices 7 years
Sales Records (box office, concessions, gift shop) 5 years Petty Cash Vouchers 3 years
Cash Receipts 3 years
Credit Card Receipts 3 years
Bank Records
Check Registers 7 years
Bank Deposit Slips 7 years
Bank Statement and Reconciliation 7 years
Electronic Fund Transfer Documents 7 years
Payroll and Employment Tax Records
Payroll Registers Permanent
State Unemployment Tax Records Permanent
Earnings Records 7 years
Garnishment Records 7 years
Payroll Tax Returns 7 years
W-2 Statements 7 years
Employee Records
Employment and Termination Agreements Permanent
Retirement and Pension Plan Documents Permanent
Records Relating to Promotion, Demotion or Discharge 7 years after termination Accident Reports and Worker's Compensation Records 5 years Salary Schedules 5 years
Employment Applications 3 years
I-9 Forms 3 years after termination
Time Cards 2 years
Donor and Grant Records
Donor Records and Acknowledgment Letters 7 years
Grant Applications and Contracts 7 years after completion
Legal, Insurance, and Safety Records
Copyright Registrations Permanent
Insurance Policies Permanent
Stock and Bond Records Permanent
Trademark Registrations Permanent
Leases 6 years after expiration
OSHA Documents 5 years
General Contracts 3 years after termination
ATTACHMENT 2
20 NPACT’s Finance Committee Chair is responsible for the ongoing process of identifying its records, which have met the required retention period, and overseeing their destruction. Destruction of financial and personnel-related documents will be accomplished by shredding.
Document destruction will be suspended immediately, upon any indication of an official investigation or when a lawsuit is filed or appears imminent. Destruction will be reinstated upon conclusion of the investigation.
Section 12.04—Conflict of Interest
Employees and board members have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. This policy establishes only the framework within which NPACT wishes its business to operate. The purpose of these guidelines is to provide general direction so that board members and employees can seek further clarification on issues related to the subject of acceptable standards of operation.
An actual or potential conflict of interest occurs when a board member or an employee is in a position to influence a decision that may result in personal gain or gain for a relative as a result of NPACT’s business dealings. For the purpose of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the board member or employee is similar to that of persons who are related by blood or marriage.
No presumption of a conflict is created by the mere existence of a relationship with outside firms.
However, if a board member or an employee has any influence on any material business transactions, it is imperative that he or she discloses to an officer of the organization, in writing, as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties.
Personal gain may result not only in cases where a board member, an employee, or a relative has a significant ownership in a firm with which NPACT does business, but also when a board member, an employee, or a relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction or business dealings involving NPACT.
Section 12.05 – Whistle blowing
The whistleblower policy is intended to provide a mechanism for the reporting of illegal activity or the misuse of NPACT assets while protecting the employees who make such reports from retaliation. This policy is designed to address situations in which an employee suspects another employee has engaged in illegal acts or questionable conduct involving NPACT’s assets. This conduct might include outright theft (of equipment or cash), fraudulent expense reports, misstatements of any accounts to any manager or to NPACT’s auditors, or even an employee’s conflict of interest that results in financial harm to NPACT.
NPACT encourages staff to report such questionable conduct and has established a system that allows them to do so anonymously.
If an employee suspects illegal conduct or conduct involving misuse of NPACT assets or in violation of the law, he or she may report it, anonymously if the employee wishes, and will be protected against any form of harassment, intimidation, discrimination, or retaliation for making such a report in good faith.
ATTACHMENT 2
21 Employees can make a report to any of the following NPACT board members or Executive Director at any time. NPACT will promptly conduct an investigation into matters reported, keeping the informant’s identity as confidential as possible consistent with our obligation to conduct a full and fair investigation.
An employee who has made a report of suspicious conduct and who subsequently believes he or she has been subjected to retaliation of any kind by any NPACT employee is directed to immediately report it to the chief executive, the chief financial officer, or the head of human resources as appropriate.
Reports of retaliation will be investigated promptly in a manner intended to protect confidentiality as much as practicable, consistent with a full and fair investigation. The party conducting the investigation will notify the employee of the results of the investigation.
NPACT strongly disapproves of and will not tolerate any form of retaliation against employees who report concerns in good faith regarding NPACT’s operations. Any employee who engages in such retaliation will be subject to discipline up to and including termination.
ARTICLE XIII.
MISCELLANEOUS
Section 13.01--Non-Discrimination
NPACT shall ensure that no individual is discriminated against with regard to membership, services, access to information or any activity of NPACT because of race, national origin, sex, age, sexual preference, religion, physical disability, political a ffiliation, or economic status; including those who historically have been denied media access. This Section does not guarantee a right in any person or organization to have any program distributed over the channels governed by NPACT.
Section 13.02--Meeting of NPACT
All meetings of NPACT and the Board are open to the public except for those items that are determined by a majority of the Board to be confidential. All meetings of NPACT and the Board shall be held following Robert’s Rules of Order, providing that the failure to observe Robert’s Rules of Order shall not invalidate any action taken.
ARTICLE XIV.
DISSOLUTION
Section 14.01--Corporate Dissolution
Upon the dissolution of this corporation, the governing body shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of ATTACHMENT 2
22 the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the governing board shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XV.
AMENDMENT OF BYLAWS
Section 15.01--Membership Rights Limitation
Subject to the right of the members under Section 15.02, the Bylaws of NPACT may be adopted, amended, or repealed only by two-thirds (2/3) vote of the Board of Directors.
Section 15.02--Members Approval Required
Once members have been admitted to NPACT, the Board may not, without the approval of the members, specify or change any Bylaw provision that would:
(a) Fix or change the authorized number of Directors.
(b) Fix or change the minimum or maximum number of Directors.
(c) Change from a fixed number of Directors to a variable number of Dire ctors or vice versa.
(d) Increase or extend the terms of Directors.
(e) Increase the quorum for members meeting.
(f) Repeal, restrict, create, expand, or otherwise change proxy rights.
(g) Wind-up and dissolve NPACT.
ATTACHMENT 2
23 Section 15.03--Amendments by Members
New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of a majority of a quorum of all eligible members provided, however, that any amendment that would affect the rights of a membership class as to voting or transfer in a manner different than the action affects another class must be approved by the members of that adversely affected class.
No amendment may extend the term of Director beyond that for which the new Director was elected. Any provision of these Bylaws providing for the designation or the selection (election) of any Director or Directors may be adopted, amended, or repealed only by approval of the members subject to the consent of the person or persons entitled to designate or select any such Directors.
Section 15.04--Manner of Giving Notice
The membership of NPACT shall be notified of any proposal to amend these Bylaws under this Article. Such notice shall be given in the same manner as Section 5.06 of these Bylaws.
ATTACHMENT 2