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Constitution and Bylaws

AN ASSOCIATION TO ENCOURAGE AND COORDINATE THE
EDUCATIONAL, INSTRUCTIONAL AND CULTURAL
USES OF RADIO BROADCASTING

ESTABLISHED
1975

PUBLIC RADIO IN MID AMERICA


CONSTITUTION

PREAMBLE

Believing that Non­Commercial Public Radio represents a unique and important source to help meet growing and complex educational and institutional needs on all levels; that Non­Commercial Public Radio stimulates meaningful artistic, intellectual, and cultural experiences; and that Non­Commercial Public Radio serves various local and community interest of the citizens of Mid America; and

Recognizing that the maximum and most efficient development and utilization of these resources in Mid America can best be realized by the united effort and mutual cooperation of these nonprofit educational, cultural, and public service institutions engaged in, interested in, or seeking to promote Public Broadcasting;

We do, therefore, hereby establish an Association to be known as PUBLIC RADIO IN MID AMERICA: to encourage and coordinate the educational, instructional, and cultural uses of Radio Broadcasting by such institutions, to the end that the benefits therefrom may have the widest possible distribution.

ARTICLE I

NAME

The name of this Association shall be PUBLIC RADIO IN MID AMERICA.

ARTICLE II

PURPOSES

The purpose of Public Radio in Mid America shall be exclusively charitable, scientific, literary and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code of the United States. The activities of Public Radio in Mid America shall consist primarily of engaging in and encouraging non­commercial educational telecommunications by radio or other means and incidentally of preparing and disseminating information and historical, literary, scientific, medical, artistic, musical and other material having educational value, and of serving as a liaison or coordinating unit among member institutions, related organizations, State and Federal Organizations and Agencies.

In striving to accomplish these objectives, Public Radio in Mid America shall in no way interfere with the complete local autonomy and flexibility of its members.

ARTICLE III

MEMBERSHIP

Classification and voting privileges of members shall be determined by the Membership.

ARTICLE IV

ADMINISTRATION

Section 1. Officers:

The Officers of PRIMA shall be those duly authorized and elected in accordance with the By Laws. The duties of the officers shall be those usually pertaining to such offices and such additional duties as prescribed in the By­Laws.

Section 2. Board of Directors:

PRIMA shall be administered by a Board of Directors, as provided in the By­Laws.

ARTICLE V

BY­LAWS

The Association, through its voting membership, may enact By­Laws for its own government not inconsistent with the provisions of this Constitution.

ARTICLE VI

PARLIAMENTARY AUTHORITY

PRIMA shall be guided by Robert's Rules of Order at all points not expressly provided for in this Constitution.

ARTICLE VII

ANNUAL MEETING POLICY

The Annual Meeting of PRIMA shall be held at such time and place designated in the By­Laws.

ARTICLE VIII

AMENDMENTS

Section 1. Vote Required:

The Constitution may be amended by an affirmative vote of 2/3 of the Membership qualified to vote.

Section 2. Notice To Be Given:

The Secretary shall submit all such proposed amendments in writing to the Membership at least thirty (30) days prior to the date of balloting.

Section 3. Mail Ballot Required:

Voting on all constitutional amendments shall be conducted by mail ballot.

ARTICLE IX

INUREMENT OF INCOME

No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its members, trustees, officers or their private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.

ARTICLE X

LEGISLATIVE OR POLITICAL ACTIVITIES

No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE XI

OPERATIONAL LIMITATIONS

Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on (2) by an Association exempt from Federal Income tax under Section 501 (c) (3) of the Internal Revenue Code 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by an Association, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

ARTICLE XII

DISSOLUTION CLAUSE

Upon the dissolution of the Association, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Association disposed of all the assets of the Association exclusively for the purpose of the Association in such manner, or to such organization religious or scientific purposes as shall at the time qualify as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law), as the Board shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principle office of the Association is then located, exclusively for such purposes.

PUBLIC RADIO IN MID AMERICA

BY­LAWS

ARTICLE I

MEMBERSHIP
Section 1. Station & Associate Membership Criteria:
1. Station Membership: Any CPB qualified radio station in the states of, or providing a broadcast signal serving the residents of: Alabama, Arkansas, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee, Texas and Wisconsin shall be eligible for membership and entitled to one vote.

2. Associate Membership: Available to any public radio broadcast entity or interested groups not meeting the criteria in Article I, Section I, Number I, but shall not be entitled to a vote.

Section 2. Voting, Dues & Alternate Representative:
1. Each member in good standing shall name a designated voting representative and an alternate voting representative to the PRIMA Secretary or designee. This authorization shall remain in effect until changed by the member organization so long as the member remains in good standing. The alternate will be empowered to vote for the member organization if the designated voting representative is not in attendance at a business meeting.

2. A member in good standing is defined as one whose dues have been received in full and meets all other qualifications of the Constitution and By­Laws.

3. An alternate voting representative may be designated by the official representative for a specific meeting if neither the official representative nor the designated alternate voting representative, per Number 1 above, is able to attend.

Section 3. Revocation of Membership:
1. Membership in PRIMA may be revoked by a vote of 75% of the Membership qualified to vote.

ARTICLE II


ORGANIZATION
Section 1. Classification, Number & Election of Board of Directors:
No person shall be qualified to serve as an officer or director of PRIMA unless such person be the designated representative of a duly qualified voting member of the Association. The Board of Directors shall consist of eight persons: The President, The Vice President, The Secretary, The Treasurer, three Board Members elected at large and The Immediate Past President serving in an Ex Officio capacity.

Section 2. General Power:
The Board of Directors shall determine the policies of PRIMA, and shall have power to manage, operate, and direct the affairs of the Association, and shall direct its officers to do all things necessary to carry out its policies.

Section 3. Board Meetings:
Meetings of the Board of Directors may be called by the President of the Association, or any two board members. A quorum shall be defined as a majority of the full Board of Directors. Assuming that a Board meeting has a quorum present, a majority of Board members present shall be required in order to approve any resolution or other action.

Section 4. Membership Meetings:
The Association shall meet at least once per year. Special meetings may be called by the Board of Directors, or by a majority of the voting membership.

Section 5. Quorum:
A simple majority of the members in good standing who have registered to attend the Annual Meeting shall constitute a quorum for the transaction of business.

Section 6. Vacancies:
Vacancies that may occur on the Board of Directors and/or elected offices, with the exception of the office of President and the Immediate Past President, shall be filled by appointment of the Board of Directors. The appointee shall serve until the next regular election.

Section 7. Election of Directors:
Election of Directors shall take place at the Annual Meeting.

Section 8. Annual Meeting:
The Annual Meeting of PRIMA shall take at a time and place to be designated.

Section 9. Open Meetings:
All meetings of the PRIMA Membership and Board of Directors shall be open to PRIMA members and the public. Insofar as is practicable, all meetings will be announced to such parties at least 15 days in advance. Policies decided through short­ notice meetings or through conference calls must be ratified at the next open meeting of the group. Any meeting may be closed to discuss matters relating 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 service whenever the premature exposure of such purchase would compromise the business interests of the organization. No final action may be taken in closed session, and furthermore, the PRIMA Secretary shall make available to the public a statement containing an explanation of the reasons for closing the meetings.

Section 10. Fiscal Year:
October 1st through September 30th shall be designated as the fiscal year for the Association. The Membership period shall be the same as the fiscal year.

Section11. Annual Audit:
At the conclusion of each fiscal year, the PRIMA Treasurer shall secure an independent audit by a certified public accountant. The results of this audit shall be provided in writing to the PRIMA Board of Directors at the next Board meeting after the conclusion of the audit.

ARTICLE III

OFFICERS
Section 1. President:
The President shall be elected by majority vote. The President shall be responsible for the management of the affairs of the Association and for carrying out the policies directed by the Board of Directors.

Section 2. Vice ­President:
The Vice ­President shall be elected by majority vote and shall perform such duties usually associated with the office and such duties as may be required by the Board of Directors or the President of the Association. In case of a permanent vacancy in the office of President, the Vice ­President shall automatically become President for the remained of the former President's term, and a new Vice­ President shall be elected pursuant to the provisions of Article II, Section 6 of these By­Laws.

Section 3. Secretary:
The Secretary shall be elected by majority vote and shall perform such duties usually associated with the office and such duties as may be required by the Board of Directors or the President of the Association.

Section 4. Treasurer:
The Treasurer shall be elected by majority vote and shall perform such duties usually associated with the office and such duties as may be required by the Board of Directors or the President of the Association.

Section 5. Term of Office:
All officers and board members shall serve terms of two years. With the exception of the offices of Secretary and Treasurer, who may be reelected to unlimited consecutive terms, all other officers and board members may be reelected to serve no more than two consecutive full two year terms. The newly elected officers and members of the Board of Directors shall assume their duties at the conclusion of the Annual Meeting, and shall serve the terms of two years and may be reelected to serve no more than one additional consecutive term. The newly elected officers and members of the Board of Directors shall assume their duties at the conclusion of the Annual Meeting, and shall serve the term prescribed in these Bylaws or until their successors shall have been elected. In case of emergency all officers may be retained in office until the emergency subsides.

ARTICLE IV


COMMITTEES

Section 1. Committee on Nominations and Elections:
a) A committee of five will be nominated and approved the Board of Directors. The president shall appoint one member of the committee as Committee Chair.

b) The term of office of members of the committee will be from the time of appointment through the end of that year's Annual Meeting or until such time as all elections for which they have responsibility will have been complete.


Section 2. Other Committees:
Other committees may be appointed at the need and discretion of the Association.

ARTICLE V

ELECTION PROCEDURE
Section 1. Slate of Officer to be Nominated:
The committee on Nominations and Elections will prepare and distribute to the Membership no later than 30 days before the Annual Meeting a slate of candidates for the offices which become vacant during the committee's tenure. The committee will select one candidate for each election position.

Section 2. Additional Officer Nominations:
The committee will receive additional nominations from the Membership that will be included on the final ballot providing such nominations shall be received no later than 15 calendar days before the Annual Meeting. Any member of the Association may submit a nomination for any office to the committee. To be valid the nominator and the person nominated must be designated representatives to the Association in good standing at the time the nomination is made. Nominations may be made by associate or full members, however, only those qualified to hold office can be nominated.

Section 3. Membership Notification of Nominees for Election:
The committee will distribute the final ballot listing all nominated candidates to the Membership no later than 7 calendar days before the Annual Meeting.

Section 4. Election by Majority Vote at Annual Meeting:
Election of officers will be by majority vote of those present and voting at the Annual Meeting, plus the absentee ballots.

Section 5. Absentee Balloting:
The Chairman of the committee on Nominations and Elections will establish criteria under which a member may request and be issued an absentee ballot. Absentee ballots will be issued to those members who are unable to attend the Annual Meeting for reasons which conform to the committee's criteria and who make timely application therefore.

Section 6. Procedure for Absentee Balloting:
Application for Absentee Ballot must be received by the Chairman of the committee no later than 15 days prior to the Annual Meeting. The final ballot which will be distributed to all members 7 days before the Annual Meeting will be certified as an absentee ballot for those members who shall have requested one in accordance with the committee's criteria for voting absentee. To be counted in the election, an absentee ballot must be received by the chairman no later than 3 days prior to the Annual Meeting.

Section 7. Runoff Election:
In the event that no majority vote is achieved by any one candidate for an office, the committee will immediately conduct a runoff election. The runoff election will be decided by a majority of those present and voting at the Annual Meeting.

Section 8. Runoff Election, Resolution of Tie Votes:
In the case of a tie vote for any office during the runoff election, the PRIMA Board of Directors will vote to decide the winner of the election, providing that no candidate for the office to be decided can vote in the tie­breaker.

Section 9. Announcement of Election Results and Assumption of Office:
The Chairperson of the committee on Nominations and Elections will announce the results of the election as the last order of business at the Annual Meeting. The newly elected officers and board members will take office immediately after the Annual Meeting.

ARTICLE VI

DUES
The Board of Directors shall determine annual dues for PRIMA membership. The Board shall strive to keep the dues as low as reasonable, while ensuring sufficient funds necessary to fulfill PRIMA’s obligations, services, and responsibilities.

ARTICLE VII (NEED BOARD CLARIFICATION TO DETERMINE FATE OF THIS ARTICLE)

SEAL
PRIMA shall have a legal seal of such design as the Board of Directors may adopt.

ARTICLE VIII

AMENDMENTS
Section 1. Vote Required to Amend: The By­Laws of PRIMA may be amended by a two-thirds affirmative vote of the voting membership in attendance at any meeting of the Association at which a quorum is present.

Section 2. Advanced Written Notice Required:
All proposed By­Laws amendments must be submitted to the Membership at least 30 days prior to the date of balloting.

(By­Laws last revised and amended October 2011.)