Article 3. Board of Directors
Article 3. Board of Directors
- Tenure and Qualifications of Directors
- Nomination and Election Process of Directors
- Removal of Directors, Vacancies
- Schedule of Meetings
- Meetings Open to the Public
The Board of Directors shall have and may exercise all of the powers of the Corporation conferred upon it by the Articles of Organization or by these By-Laws.
The governing body of the Corporation shall be a Board of Directors consisting of not more than eighteen (18) persons including two persons selected by the membership, as designated Member Representatives. The term of the Member Representatives shall be one year. Two people may share a single seat on the Board of Directors and have a single vote. Directors shall be elected for terms of two years. Those Directors elected by the membership of CCTV must be eligible for membership in CCTV. In cases where the Board requires specific expertise that it is unable to meet from the pool of those eligible for membership, the Board may appoint a person with that expertise, even if that person is not eligible for membership in CCTV. There shall be no more than 4 such members on the board at any one time.
In the event that there are vacancies on the Board of Directors prior to the first election by Members, the Board may change a Directors' expiration date. Each Director shall hold office until his or her successor is elected or appointed unless removed prior thereto in accordance with law and these By-Laws.
Directors shall be selected in the following manner: no later than sixty (60) days prior to the annual meeting of the Corporation, the Board of Directors shall solicit from the members of the Corporation and the general public nominees to fill vacancies that have or will occur at the time of the annual meeting. The deadline for nominations shall be set no later than 30 days prior to the annual meeting. Such nominees shall be considered to be broadly representative of the community interest as defined in Article 2, Section of the By-Laws. The Board shall be charged with the responsibility of appointing up to ten (10) of the Board seats at the Annual Meeting, up to five (5) in each year. Six (6) seats, three (3) in each year, will be elected by the membership at the Annual Meeting. Five (6) seats, three (3) each year, will be elected by the membership at the Annual Meeting. Two (2) representatives selected by and from the membership will fill the remaining two (2) seats. At least thirty (30) days prior to the annual meeting, a listing of those nominees who have submitted nomination forms prior to the deadline, shall be distributed to all access members of the Corporation, including short statements by each.
If there are not a sufficient number of nominees or appointees to fulfill the seats, the procedure for filling vacancies in Section 4 shall be followed after the Annual Meeting.
An individual may run for a regular seat on the Board of Directors or one of the two member representative seats.
A majority vote of those present and voting at a regular or special meeting of the Board of Directors may remove any Director who fails to attend three (3) consecutive meetings without significant excuse from the Board of Directors. A Director may be removed for cause upon the vote of 2/3rds of the Directors. Cause shall include, but not be limited to, consistent inability to work with others, disruptive influence, abuse of one's position, gross misrepresentation, harassment of others, or illegal CCTV related activities. Any Director proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting prior to such vote for removal taking place.
Any vacancy on the Board of Directors shall be filled by a majority vote of the remaining Directors. If the vacancy was an elected seat, such a replacement Director shall serve until the next Annual Meeting, at which time a person shall be elected to serve only until the end of the unexpired term. If the vacant seat was an appointed seat, the replacement may fulfill the remainder of the full term.
No member of the Corporation's staff, applicant for a position with the Corporation, paid consultant, paid freelancer, paid trainer, intern nor any other person or member receiving any monetary or other compensation shall serve as a member of the Board of Directors.(Current Board members are excluded from the intern provision). No close relative of the Corporation's staff shall serve as a member of the Board of Directors' nor shall any close relative of a Member of the Board of Directors' be an employee of the Corporation. No officer, director, employee or stockholder of the entity that holds the Cable Television License for the City of Cambridge may serve as a Member of the Board of Directors.
The Board of Directors shall hold at least six (6) regular meetings during each fiscal year of the Corporation.
The Board of Directors may hold special meetings whenever requested by the President or one third (1/3) or more of the Directors. The Secretary shall cause written notice of the regular and any special meetings to be mailed or delivered to each Director at least five (5) days before the date of the meeting, unless all of the Directors attend or sign a written waiver of notice.
All meetings of the Board of Directors shall be open to CCTV members unless the Board, in its discretion shall determine to close the meeting. No executive sessions shall be held until the Board has first convened in open session for which notice has been given, a majority of the members have voted to go into executive session and the vote of each member is recorded on a roll call vote and entered into the minutes, the presiding officer has cited the purpose for an executive session, and the presiding officer has stated before executive session if the Board will reconvene after the executive session.
The reasons for an executive session include, but are not limited to:
- the discussion of sensitive personnel issues, such as salary or performance review,
- the discussion of supervisory personnel actions such as the reprimand, suspension or dismissal of staff or members
- the discussion of complaints or charges against staff, an officer or board member of the corporation
- the discussion of bargaining or litigation strategy if an open meeting would have a detrimental effect on such bargaining position (e.g. offers of employment, settlement of claims, purchase, exchange or lease of property, etc.)
- the discussion of criminal misconduct or to discuss the filing of criminal complaints
A majority of the currently seated Directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may conduct discussion pursuant to the Agenda, formulate recommended actions and adjourn the meeting. Said recommendations may be communicated to the Board as a whole for action by email or may be carried to the next scheduled Board meeting for action, depending upon their urgency and at the discretion of the Chair/President.
If at any time there are fewer than 7 Directors, board decisions must be approved by at least 4 members of the remaining Directors. If at any time there are fewer than 4 Directors, board decisions must be approved by the membership at a Special Meeting of Members.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless law, the Corporation’s Articles of Organization or these By-Laws, requires the act of a greater number.
Directors shall not be compensated for their services as Directors other than the reimbursement of reasonable and necessary expenses incurred in the performance of such services. In recognition of their time spent for the Corporation, the Directors shall receive classes and Access Membership at no charge.
The Board of Directors of the Corporation may designate Honorary Members of the Board of Directors to serve in an advisory role. Honorary Members of the Board of Directors may be elected by a majority vote at any annual, regular, or special meeting of the Board. Honorary Board Members will be recognized for their dedication to the mission of CCTV and shall be interested and willing to assist when called upon by a. Providing guidance and advice, b. Providing or helping to procure resources, c. Advocating on behalf of CCTV, and d. Permitting their names to be used in support of CCTV. Such members shall have no voting powers, have no board authority, and have no term length. Honorary Board Member status exists until the person asks to have the status removed or by majority board vote at a regular or special meeting of the Board of Directors. An Honorary Board Member shall receive notice of each Board meeting, be allowed to participate in the discussion at the Board meetings, but shall not have voting rights as a Director, except where otherwise specifically authorized under these By-Laws. An Honorary Board Member shall receive all of the benefits of Access Membership in CCTV. An Honorary Board Member may be elected to full Board status via the normal nomination procedure. Honorary status is automatically terminated with the establishment of full Board status. Except as provided in this section (Art. III, Sec. 11), no part of this By-Law shall apply to Honorary Members unless it is expressly stated to so apply, and a reference herein to Members shall not be or be construed to be a reference to Honorary Board Members.