LCTV Bylaws

BY-LAWS
LINCOLN COUNTY TELEVISION
Newcastle, Maine
(Approved 08/08/2013)

  1. NAME AND LEGAL AUTHORITY

    1. The name of this organization shall be the Lincoln County Television (LCTV) and shall herein after be referred to as “LCTV”.

    2. LCTV was authorized in 1991 by the Board of Selectmen of the towns of Damariscotta, Newcastle, Nobleboro, Waldoboro and Wiscasset to plan and govern the public access channel.

    3. LCTV is a registered Internal Revenue Service Section 501(c)(3) non-profit corporation.

    4. The name of the public access channel governed by the LCTV Board of Directors is Channel 7.

    5. PEG (Public Education and Government)

  2. MISSION

    1. To facilitate the production and distribution of locally produced video.

  3. PURPOSE

    1. To further the Core Values of PEG Access:

    1. Localism: Support local viewpoints, local perspectives and the interest of communities. Most mainstream media programming is intended for national audiences and does not reflect the rich diversity of American community life.

    2. Diversity of Viewpoint-Participatory: Local communities must be able to make and air media that reflects local experiences. Our society is founded on a belief in freedom of expression and speech.

    3. Promote Dialogue and Discussion: Democracy works best when a wide array of voices and opinions can be seen and heard. The airing of opinions creates an opportunity for dialogue around issues and concerns that people and the community must address.

    4. Media Literacy: A basic tenant of civil society is that lives of all members of the community are important, and all members of society should be able to represent themselves in the media. In order to represent themselves they need access to the educational media tools to create content, the training to use the tools and the mechanism(s) to distribute community content.

    5. Non-Commercial: PEG access is an essential component in our public media “greenspace” where, like a public park, we can reflect on who we are without the interference of commercial values.

    6. Civic Engagement: Many of the decisions that most affect our lives are made at the local level by town governments, school boards, etc. PEG access keeps the public informed about local government elections, health services, public housing and other important local political and economic development activities.

    7. Education: Public, Education and Government (PEG) access plays an important role in our educational system. It provides a distribution medium for use by schools, libraries and colleges; and it is especially important for education in low income and rural communities.

    8. Public Safety: To provide emergency information and community alerts.

    9. Electronic Greenspace: To provide bandwidth and funding for PEG access.

    1. (Source: Core Values of Alliance for Community Media by Sue Buske: www.ctamaine.org)

  4. BOARD OF DIRECTORS

    1. Introduction

      1. LCTV is an independent, non-profit corporation, governed by a volunteer Board of Directors. The proper functioning of LCTV depends upon the active and reliable participation of the Board of Directors.

    2. Purpose

      1. Give direction and leadership to LCTV’s mission, goals, and objectives.

      2. Provide guidance and direction in the management of LCTV property, affairs and business.

      3. Ensure a working relationship with participant town governments and their community citizens.

    3. Responsibilities

      1. Establish policies.

      2. Recruit volunteers.

      3. Provide publicity.

      4. Provide management.

      5. Authorize, interview, employ and dismiss the Executive Director as may be necessary to conduct business of LCTV.

      6. Evaluate the Executive Director every May and provide such employee with a written evaluation.

      7. Review the Plan of Action of the Executive Director every three(3) months.

      8. Develop and approve LCTV public access policies and procedures.

      9. Create a Executive Director job description.

      10. Approve the Standard Operating Policy and Procedures Manual.

      11. Develop and approve an operating budget.

      12. To ensure that LCTV operates in accordance with all applicable Federal and State laws.

      13. Formulate and approve capital outlay replacement schedule which shall be updated annually for major equipment purchases.

      14. Serve as the grievance hearing board for those users who are appealing any decision made by the Executive Director or for interpretation of the operating policies, disputes or grievances regarding equipment usability or any other complaint that may be presented by a user or a member of the public.

      15. Form sub-committees as necessary to address specific needs of the Corporation, the station or the member towns.

    4. Membership

      1. No member of LCTV’s staff shall serve as a member of the Board of Directors.

      2. No close relative of LCTV’s staff shall serve as a member of the Board, nor shall any close relative of a board member serve as an employee.

      3. “Close Relative” is defined as a sibling, parent, partner (wife/husband) or child.

    5. Compensation

      1. No Board Director shall be entitled to a salary, bonus, or loan from the Corporation while serving as a member or officer of LCTV.

      2. Expenses incurred while carrying out the duties of the office may be reimbursed as authorized by the Board.

      3. Any member of a staff member’s immediate family may provide compensated services only when approved by the Board of Directors and when no apparent conflict exists.

    6. Conflict of Interest

      1. Whenever a Director has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall fully disclose the nature of the interest and withdraw from discussion, lobbying, and voting on the matter.

      2. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determines that it is in the best interest of the Corporation to do so.

      3. The minutes of meetings at which such votes are taken, or which follow authorized voting by email, shall record such disclosure, abstention, and rationale for approval or disapproval.

    7. Vacancy

      1. In the event that a board member can no longer serve, resigns from office or is removed after three consecutive unexcused absences at Board of Director’s meetings or otherwise, a successor may be appointed by a majority vote of the Board of Directors to serve until the next annual meeting.

      2. Board member recommendations will be recruited and accepted from the viewing area.

    8. Removal

      1. Any board member may be removed from office upon a majority vote of the Board of Directors at a regular meeting or a special meeting called for that purpose.

      2. Any board member proposed to be removed shall be entitled to at least seven (7) days prior notice in writing by certified mail/return receipt 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.

  5. OFFICERS

    1. The officers of LCTV shall consist of the President, Vice-President, Secretary, and Treasurer.

    2. They shall be elected by a majority vote of the Board of Directors at the annual meeting held in June of each year.

    3. No person shall hold more than one office at a time.

  6. OFFICERS’ DUTIES

    1. President

      1. Shall be Chief executive officer of the Corporation.

      2. Shall preside at all meetings of the Board of Directors.

      3. Shall be Ex-officio member of all committees established by the Board of Directors.

      4. Shall see that all orders and resolutions of the Board of Directors are carried into effect.

      5. Shall execute in the name of the Corporation all deeds, bonds, mortgages, written contracts and other documents.

      6. Shall present, at the annual Board of Director’s meeting, a report of the condition of the Corporation.

      7. Shall call regular or special meetings of the Board of Directors in accordance with these by-laws.

      8. Shall be Chairperson of the Executive Committee.

      9. Shall nominate the chairperson(s) of all committees.

      10. Shall perform such duties as are usually incident to the office or may be required by the Board of Directors.

    2. Vice-President

      1. Shall, in the absence or incapacity of the President, carry out the duties with full authority and powers of said office.

      2. May carry out such duties as requested by the President and/or the Board of Directors.

      3. Shall have the authority to sign, make, and endorse in the name of the Corporation, such checks, drafts and orders for payment of money as directed by the President and/or the Board of Directors.

      4. Shall perform such duties as are usually incident to the office or may be required by the Board of Directors.

    3. Secretary

      1. Shall notify all Directors of Board meetings.

      2. Shall keep the minutes of the regular and special meetings of the Board.

      3. Shall keep the minutes of the Executive Committee.

      4. Shall send out notices and approved minutes of meetings to all town governments in the service area.

      5. Shall execute all communications and correspondence on behalf of the Board of Directors and/or the President.

      6. Shall have custody of all corporate books, records and papers.

      7. Shall perform such duties as are usually incident to the office or may be required by the Board of Directors.

    4. Treasurer

      1. Shall be the chief financial officer.

      2. Shall have the care and custody of all funds and securities of said Corporation.

      3. Shall deposit all funds in the name of the Corporation in such banks as directed by the Board.

      4. Authorized to sign, make, and endorse, in the name of the Corporation, such checks, drafts, and orders for payment of money as may be directed by the President and/or the Board of Directors.

      5. Shall present a statement of status of the finances at each regular meeting of the Board or at any other such times as required.

      6. Shall present a full financial report at the annual meeting of the Board.

      7. Shall conduct a yearly audit of all corporation books complied by the Executive Director.

      8. Shall perform such duties as are usually incident to the office or may be required by the Board of Directors.

  7. EXECUTIVE COMMITTEE

    1. The President, Vice President, Secretary and Treasurer shall constitute the Executive Committee.

    2. The President of the Corporation shall serve as the chairperson.

    3. Has the power to designate any additional committees or eliminate any committees.

    4. The Executive Board shall meet with the Executive Director whenever necessary and shall act for and represent the Board of Directors in the intervals between the meetings of the Board of Directors.

    5. During the intervals between meetings of the Directors, the Executive Committee shall possess and may exercise all powers of the Board of Directors in the management and direction of the affairs of the Corporation in all cases in which specific directions shall not have been given by the Board of Directors.

    6. All actions of the Executive Committee shall be reported to the Board of Directors at its meeting next following such action, and shall be subject to revision and alteration by the Board of Directors; provided, however, that no right of third parties shall be affected by any such revisions or alterations.

    7. Seventy-five percent of the members of the Executive Committee shall be necessary to constitute a quorum.

  8. MEETINGS

    1. LCTV shall hold at least one (1) advertised and scheduled meeting every two months.

    2. A quorum shall consist of a majority of the Board of Directors.

    3. It may be necessary for the Board of Directors to adjourn to executive session. This action must be approved by a majority of the members present. No official actions shall be finally approved in executive session. The only items that may be discussed in executive session are personnel issues and legal matters of direct concern to LCTV.

    4. There shall be an annual meeting of the Board of Directors of LCTV during the month of June, at a specific time and place as specified by the Board of Directors. The meeting shall be for the purposes of electing officers and considering other business.

    5. Robert’s Rules of Order, Revised, shall govern the conduct of all meetings of the Corporation, except where the same shall be in conflict with law or these by-laws.

  9. THE FISCAL YEAR AND ANNUAL REPORTS

    1. The fiscal year shall be the twelve (12) months ending June 30 of each year. The Board of Directors shall submit annual reports to the towns of Alna, Bristol, Damariscotta, Dresden, Edgecomb, Newcastle, Nobleboro, Waldoboro, Westport Island and Wiscasset for inclusion in the annual town reports.

  10. AMENDING BY-LAWS

    1. Any Board of Director may propose an amendment to these by-laws by submitting the proposed amendment at a regularly scheduled Board meeting.

    2. The concurrence by vote of a quorum of those present of the Board of Directors will constitute acceptance of the proposed amendment.

    3. The by-laws shall be reviewed a minimum of every five (5) years.

  11. INDEMNIFICATION

    1. The Corporation shall, to the extent legally permissible, indemnify each of its Directors and officers against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties and counsel fees, reasonably incurred by him/her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he/she may be involved or with which he/she may be threatened, while in office or thereafter, by reason of his/her being or having been such a Director and/or officer, except with respect to any matter as to which he/she shall have been adjudicated not to have acted in good faith in the reasonable belief that his/her action was in the best interest of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by which such Director or officer pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as being in the best interest of the Corporation: (a) by a disinterested majority of the Directors then in office; or (b) by a majority of the disinterested Directors then in office after the Corporation has received an opinion in writing of independent legal counsel to the effect that such Director or officer appears to have acted in good faith in the reasonable belief that his/her action was in the best interest of the Corporation.

  12. DISSOLUTION

    1. In the event of liquidation or dissolution of LCTV, whether voluntary or involuntary, no Director or staff member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be distributed by the Board of Directors to such organization(s) which are organized and operated exclusively for charitable purposes and which shall at that time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Laws; provided, however, that no part of the net earnings of such organization(s) shall inure to the benefit of any private shareholders, member or individual, and no substantial part of the activities of such organization(s) shall consist of carrying out propaganda or otherwise attempting to influence legislation, and such organization(s) shall not participate or intervene in any political campaign on behalf of any candidate for public office.


Amended and approved: August 13, 2009

Amended and approved: May 13, 2010

Amended and approved: June 10, 2010

Amended and approved: October 13, 2011

Amended and approved: February 9, 2012

Amended and approved: August 8, 2013

Print Friendly, PDF & Email

Comments are closed