By-laws – WHYR 96.9 FM

These are the bylaws of the Baton Rouge Progressive Network as approved on 13 Oct 2007.

Article I: Identity and Purpose

Section 1: Name

The name of this corporation is Baton Rouge Progressive Network, Inc. and shall hereinafter be referred to as BRPN.

Section 2: Purpose

The purpose(s) for which BRPN is established and incorporated, as stated in Article III, Section (a) of the Articles of Incorporation, is as follows:

a. To form a nonprofit cooperative of individuals dedicated to facilitating communication and education as they pertain to progressive ideals within the Baton Rouge community.

Further, as stated in Article III of the Articles of Incorporation,

b. This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.

Furthermore,

c. BRPN is organized under the laws of the State of Louisiana as a nonprofit organization on a non-stock basis.

d. BRPN shall have all powers permitted by law, the Articles of Incorporation, and these bylaws.

e. The activities of BRPN shall be limited so as to qualify BRPN as exempt under Section 501(c)(3) of the Internal Revenue Code.

f. BRPN may pursue a variety of avenues, including but not limited to non-commercial, listener supported, member controlled community radio station broadcasting, to achieve its purpose of facilitating communications and education as they pertain to progressive ideals in the Baton Rouge community.

Section 3: Mission Statement

BRPN shall be defined by the following mission statement:

BRPN shall strive to form a network of individuals and organizations working to improve the Baton Rouge community and to provide quality programming and services to a broad spectrum of the community through:

– the promotion of education, communication, and entertainment related to progressive ideals in the Baton Rouge community,

– the facilitation of community expression and provision of community access to media for the purpose of sharing news, music, culture, and information,

– and the production of unique and diverse programming that challenges the cultural and intellectual assumptions of our audience with a respect for all peoples and a concern for those under-represented by other media.

Section 4: Principles

BRPN is committed to peace and social justice within our cultural, ecological, political, social, and economic environments and seeks to involve in its governance and operations individuals committed to these principles.

BRPN values and works towards promoting environmental stewardship, education, and sustainability.

BRPN shall strive to maintain a cooperative and non-hierarchical spirit among its members and directors and shall be committed to ensuring the involvement of those under-represented in society at large and in our community.

Specifically, BRPN is committed to diversity and inclusion of people of all nations, races, ethnicities, creeds, incomes, classes, genders, sexual orientations, ages, and abilities in its programming, staff, management, committees and governance.

Article II: Membership

Section 1

BRPN is a membership-based organization.

Section 2

A “member” is:

(a) any real person who is an active volunteer or staff person and has pledged to support BRPN and paid at least the basic or sliding scale annual membership fee or completed an approved exchange of service or number of volunteer hours in lieu of fees.

(b) any partner organization that shares a mission or purpose similar to BRPN and has paid at least the basic or sliding scale annual organization level membership fee or completed an approved exchange of service in lieu of fees and has been approved as a partner organization by the Board of Directors. (NOTE: For-profit businesses are not eligible to be considered partnering organizations; however, for-profit businesses which support BRPN may be recognized as “Supporting Businesses”.)

Section 3

The BRPN Board of Directors, with input from the Advisory Board, shall determine the annual membership fees and categories of giving levels for both individual persons and partner organizations. Membership fees should be used first to cover fixed operating costs.

Section 4

Each member, whether an individual or an organization, is entitled to one vote in Member elections. All individual members shall have the same rights and privileges as each other. All organization members shall have the same rights and privileges as each other.

Section 5

No member shall have any right, title, or interest in any of the property or assets of BRPN, nor shall such property or assets be automatically distributed to any member upon dissolution of the corporation.

Section 6

Any member’s membership rights can be revoked by the Board of Directors or an active membership committee at any time with no compensation or reimbursement for fees paid or services rendered for harmful or destructive actions against BRPN’s property or mission.

Article III: Board of Directors

Section 1: Number of Board Members

The Board of Directors shall consist of at least eight but no more than 16 voting members, not including one voting representative from the Advisory Board, and one voting representative from Active Membership.

Section 2: Quorum

There shall be a quorum of 2/3 Board members present to conduct business.

Section 3: Terms

Board members are elected to three year terms. Board members may not serve more than two consecutive full terms. A director who is elected by the Board to fill the remaining portion of a vacated seat on the Board for more than one year shall be regarded as serving one full term on the Board. A director who is elected by the Board to fill a vacated seat of one year or less shall not be regarded as serving a full term. The obard is not required to fillv acant seats unless the number of board members drops below the minimum (8).

Section 4: Election to the Board of Directors

Board candidates shall be nominated by members, Advisory Board members, or Directors, and elected by the Board of Directors.

Section 5: Commitment to Diversity of the Board

It is the intent of the Board of Directors to represent a cross-section of the community we serve.

Section 6: Qualifications

All board members or persons nominated to the board must:

(a) have a record of community involvement that complements BRPN’s purpose.

(b) have no interest in any media of mass communications, including without limitation a cognizable interest which is attributable under the applicable rules of the Federal Communications Commission in any broadcast licensee, cable television system or daily newspaper, as the terms “cognizable” and “attributable” are defined therein.

(d) be a U.S. resident.

In addition, 80% of the Board of Directors shall have for the preceding two years maintained their primary residence within 25 miles of the reference coordinates of the proposed community of license. This standard must be maintained and persons nominated to the board should be able to meet this standard. NOTE: A primary residence is a domicile, and not for example, a vacation home or a student’s temporary school address. For example, an address may be a domicile if it is the address form which the board member is registered to vote, maintains his driver’s license, and/or files his federal income taxes.

Baton Rouge Progressive Network shall at all times maintain the characteristics necessary to be an “established local entity”, pursuant to Section 73.7003(b)(1) of the Federal Communications Commission’s rules, and to provide “local diversity of ownership” pursuant to Section 73.7003(b)(2) of the Federal Communications Commission’s rules, with respect to any application filed by Baton Rouge Progressive Network for a permit to construct a noncommercial educational radio station.

Section 7: Responsibilities and Duties of the Board of Directors

(a) The Board shall be responsible for overseeing the finances of BRPN.

(b) The Board shall establish rules, policies, and guidelines regarding the facilities, equipment, committees, staff, volunteers, and programming of BRPN.

(d) Every Board member shall be a current member of BRPN and an active volunteer at BRPN, meaning they give at least 10 approved volunteer hours a month.

Section 8: Nominations to the Board of Directors

When there is a vacancy or opening on the Board of Directors, the Board may seek nominations to the board from all of its members. After a reasonable amount of time has been allowed for nominations from members, Advisory Board members, and Directors to be submitted to the board, the Board shall hold an election among themselves to elect a new board member to fill the vacancy or opening. The election of new board members must be placed on the agenda and publicized to the Advisory Board and Active Membership at least five days in advance of the Board meeting when the election will take place.

Section 9: Officers of the Board

The Board shall have at least one officer, the Board Chair, who will have the role of facilitating meetings. The Board Chair is elected to a one year term by the Board of Directors. The Board may elect other officers and assign responsibilities as they wish.

Section 10: Removal and Resignation of Board Members

A Board member may submit their resignation at any time. A simple majority vote of the full board with actual cause is all that is necessary for removal of any Board member. Actual cause is defined by one or more of the following:

(a) Failure to attend two consecutive meetings of the Board of Directors without excuse is cause for removal from the Board.

(b) Failure to maintain current member and active volunteer status with BRPN is cause for removal from the board.

(d) Failure to carry out the responsibilities and duties of a member of the Board of Directors is cause for removal from the Board.

(e) Any board member who moves their primary residence further than 25 miles from the reference coordinates of the proposed community of license may be asked to resign. Such board members are allowed to join the Advisory Board if they wish.

Article IV: Advisory Board

Section 1

Number of members shall be more than 3 and less than 40.

Section 2

There shall be a quorum of 40% of current members in order to conduct formal business.

Section 3

Terms of Advisory Board members are for one year. Members may serve unlimited, consecutive terms.

Section 4

Election to the Advisory Board is upon request of an individual and subsequent acceptance by the current Advisory Board membership, or upon invitation by the Board of Directors or the active Membership. A new member is not eligible to vote on any business until their third consecutive meeting.

Section 5

Removal of an Advisory Board member can be achieved with a simple majority vote of the current Advisory Board membership or the Board of Directors.

Article V: Meetings

Section 1: Membership Meetings

(a) There shall be an annual meeting of the active Members for the purpose of nominating their representatives to the Board of Directors and for conducting other business pertinent to their relationship with BRPN.

(b) The Board of Directors ma call other meetings of the active membership as needed.

Section 2: Board of Director Meetings

(a) The Board of Directors shall meet at least 6 times a year, but are encouraged to meet monthly or even more often as needed to direct the operations and affairs of BRPN. There shall be a quorum of 2/3 Board members present to conduct business. The date and time of the upcoming meeting shall be set at the previous meeting.

(b) Special Meetings of the Board of Directors may be called by the Chair of the Board or by three members of the Board or by a resolution of the Members or by a resolution of the Advisory Board. Special Meetings of the Board of Directors may be held upon three days notice delivered in person or by telephone.

(c) All decisions made by the board of directors shall be made in accordance with consensus decision making practices except where noted otherwise in the by-laws. If a consensus cannot be reached in a reasonable amount of time, that particular decision reverts to majority rule.

Section 3: Advisory Board Meetings

(a) The Advisory Board shall meet annually for regular meetings, but may meet quarterly or more frequently as needed. The Advisory Board may call Special Meetings with the approval of three or more members of the Advisory Board and may send out notice of Special Meetings by email and telephone.

(b) The Board of Directors may call other meetings of the Advisory Board as needed.

Section 4: Action in Lieu of a Meeting

Any action that may be taken at any special meeting of the Members or the Advisory Board may be taken without a meeting if the Board of Directors distributes, or otherwise makes available, a written ballot to every Member or Advisory Board Member entitled to vote on the matter. Such written ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, provide brief written arguments in favor of and against the proposed action, and provide a reasonable time within which to return the written ballot to the Board of Directors.

Article VI: Paid Staff

Section 1

The Board of Directors with input from the active Membership and the Advisory Board shall be responsible for hiring and firing any paid staff. If possible, paid staff should first be recruited from active, volunteer Membership. All paid staff are required to report to the Board of Directors, to share information with the Advisory Board and to work together with the active Membership in furtherance of BRPN’s purpose and mission. Any paid staff member may attend and participate in Board of Directors meetings as an ex-officio member.

Article VII: Indemnification

Section 1

Any current or former director or officer of BRPN shall be indemnified by BRPN against all liabilities, costs and expenses reasonably incurred or imposed arising out of or in connection with any action, litigation, or proceedings in which they may be involved due to their involvement with BRPN. The protection is limited to the lawful conduct of responsibilities of any director or officer. The personal liability of any director or officer shall be eliminated to the fullest extent permitted by state and federal law.

Article VIII: Financial Authority

Section 1

Any contracts or proposals which are negotiated or ratified on behalf of BRPN must be approved by the Board of Directors or the active Membership. To be binding, any contracts must be signed by an authorized agent of the board.

Section 2

No indebtedness for borrowed money shall be contracted on behalf of BRPN, an no evidence of such indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances.

Section 3

All checks, drafts, or other orders of payment of money and all notes or other evidences of indebtedness issued in the name of BRPN shall be signed by such directors or approved members of BRPN as authorized by the Board of Directors.

Article IX: Conflicts of Interest

Section 1

A conflict of interest policy shall be written and adopted by the Board of Directors with approval from the Advisory Board and active Membership.

Article X: Dissolution

Section 1

Upon the dissolution of BRPN, any and all assets will be used first to pay off all indebtedness and all creditors. Any and all remaining assets shall be given to a non-profit organization, fund or foundation within the broadcast area of the community of license and with a mission similar to that of BRPN and which is organized and operated exclusively for charitable and educational purposes meeting the requirements for exemption and having established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. The determination of such recipient shall be made by the Board of Directors at its final meeting.

Article XI: Policy of Non-Discrimination

Section 1

There shall be no discrimination in membership, employment or services due to race, color, sex, age, lifestyle, religion, national origin, sexual orientation or physical disability. This policy shall not prevent the board of directors from taking action to ensure diverse membership of its board of directors or of other committees.

Article XII: Amendments and Ratifications to Bylaws

Section 1

Amendments to the bylaws shall be presented to the Board of Directors at a regular meeting and also presented to the Advisory Board at a regular meeting and to the active Membership via email or other effective posting and may be voted on at the next regular meeting of the Board of Directors, given that both the Advisory Board and active Membership have received notice in writing of the proposed amendments and been given reasonable time to represent any objections to the amendments to the Board of Directors.

Section 2

All amendments shall be ratified when approved by a two-thirds vote of the entire board including a vote from the Advisory Board voting member and the active memberships voting member.

Article XIII: Severability

Section 1

If any section, clause, provision or portion of these bylaws is judged unconstitutional or invalid by a court of competent jurisdiction, the remainder of the bylaws shall not be affected.

CERTIFICATION OF BYLAWS

These bylaws were adopted by the current Board of Directors for BRPN on: October 13, 2007

In witness Thereof: [Signature of Stacy Sauce]

Current Chair or Registered Agent