Western States Public Radio (hereinafter variously called "WSPR") shall be an independent organization with direction and control vested in its membership and its Board of Governors as constituted pursuant to the provisions of these Bylaws, such membership to consist of non-profit, educational radio stations primarily operating within the western states region.
Among the more specific purposes and goals for WSPR are:
(1) To provide opportunities for formal and informal interaction with other non-commercial public broadcast entities in the region.
(2) To provide strength, cohesiveness, training, and development for regional public radio organizations with similar interests and goals.
(3) To provide a resource pool for the acquisition, distribution, sharing, and coordination or regional resources.
(4) To provide representation for the member organizations on the regional and national level, with regard to issues, policies, and opportunities of importance to public radio stations and their audiences.
Section 1. FULL MEMBERSHIP in WSPR shall be open to noncommercial Public Radio entities headquartered in the western states. Each member shall have the right to designate an Agent representative for the station, who shall represent the member in all WSPR affairs. Each full member is entitled to one vote. Members who are licensees of multiple stations are entitled to one vote.
Section 2. ASSOCIATE MEMBERS. Any entity which desires to support public broadcasting in the western states region, upon application and payment of dues, may be admitted as an Associate Member by majority vote of the Board of Governors. Associate Members shall not be eligible to vote, to serve as an officer, or to serve on the Board of Governors.
Section 3. MEMBERSHIP OBLIGATIONS. The members of WSPR will be expected to remit annual dues and shall have such duties and obligations as may be established by the Full members.
Section 4. MEMBERSHIP DUES. The membership may establish dues and other charges for the members of WSPR and may prescribe the terms upon which such dues or charges may be payable.
Section 5. REPRESENTATIVES OF MEMBERS. Agents of Full Members shall represent them and vote and act in person or by proxy under the terms and limitations of these Bylaws as hereinafter provided in all the affairs of WSPR. A member may change its Agent at will and may appoint a substitute Agent upon giving written notice hereof to the Secretary of WSPR. Such an Agent or substitute Agent shall be an officer or an employee of the member organization.
Section 6. TERMINATION OF MEMBERSHIPS. Any member may voluntarily terminate membership in WSPR by giving at least 90 days (or such lesser period as may be approved by vote of the Board of Governors) written notice of resignation by registered mail; provided, however, that such resignation may be refused by the Board of Directors in its sole discretion until any indebtedness due WSPR from such member shall have been paid in full. A member may be suspended or expelled for cause by a majority vote of the Board of Governors; provided, however, that written notice of the proposed suspension or expulsion and a statement of the reasons thereof shall have been mailed by registered mail to such member at the last known address of such member, as shown by the records of WSPR, at least 30 days before the date of the meeting of the Board of Governors at which termination shall be considered. Such member shall have the right to appear and defend at such meeting of the Board of Governors.
MEETINGS OF MEMBERS
Section 1. PLACE OF MEETINGS. The Annual Meeting of the Membership shall be held at the WSPR Annual Conference.
Section 2. ANNUAL MEETINGS AND NOTICE. WSPR will hold an annual meeting. Notice of annual meetings shall be twenty days in advance in writing (or electronic messaging) to the members. However, special circumstances may require the
President to call a meeting with any reasonable notice. A waiver of written notice may be signed before or after the time required above. In an event, attendance at a meeting, without objection, shall constitute a waiver. A quorum of members not objecting is necessary to hold the meeting.
Section 3. SPECIAL MEETINGS. Special meetings may be called at any time by the President, a majority of the Board, or by 25 percent of the membership. Notice provisions shall be the same as in Section 2.
Section 4. PROXIES. Proxies signed by an Agent of a Member may be voted on any issue. Proxies shall be filed with the secretary before any vote. Such proxies must list a termination date or time upon which the proxy power expires.
Section 5. QUORUM. A quorum for any meeting shall consist of a majority of the members.
Section 6. NUMBER OF VOTES. Each Full Member shall have one vote. Members or their representatives may vote either in person or by proxy, except as otherwise noted in this Article.
ARTICLE IV: BOARD OF GOVERNORS
Section 1. GENERAL. The Board of Governors (the Board) shall meet at any time the President deems necessary, or when a majority of the Board determines a need. The Board shall take whatever actions that do not violate the By Laws that are necessary to fulfill the purpose of WSPR, but shall be responsible to the Membership for such actions.
Section 2. NOTICE. The notice of a Board meeting shall be in writing at least ten days prior to the date of the meeting, except in extraordinary circumstances whereupon such notice as is reasonable under the circumstances may be given, by written or printed notice delivered personally or sent by mail, e-mail, facsimile, or other electronic means, to each Governor at the address shown by the records of WSPR. Any Governor may waive notice of any meeting in writing, and the attendance of the Governor at any meeting shall constitute a waiver of notice of such meeting, except where the Governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or is called or convened contrary to the provisions of these Bylaws. Meetings conducted by telephonic or other electronic means are subject to the provisions of this section.
Section 3. QUORUM. A majority of the Governors then in office shall constitute a quorum for all meetings of the Board of Governors, but a lesser number may adjourn any meeting from time to time, and the meeting will be held as adjourned without further notice. When a quorum is present at any meeting, a majority vote of the Governors present shall be the act of the Board of Governors. No proxy may be voted to determine a quorum or to vote on any question. Governors shall be personally present and no authorization either written or otherwise may be accepted in lieu of a Governor's presence.
Section 4. ELECTION. The Governors shall be elected by majority vote. Elections shall be held at the Annual Meeting, and terms shall be for two years.
Section 1. GENERAL. The Officers of WSPR shall consist of a President, Vice President, Treasurer, Secretary, and an At Large member. The Officers shall be elected by majority vote. Elections shall be held at the Annual Meeting, and terms shall be for two years.
Section 2. Duties. The President shall preside at all meetings at which he/she is present, and has the authority to conduct and supervise the business of WSPR.
The Vice President shall preside in the absence of the President, and may have additional duties as assigned by the President to help conduct the business of WSPR.
The Treasurer shall be the principal financial officer and shall keep the necessary and appropriate records and accounts of WSPR, and be responsible for an Annual Financial Report to the Membership at each Annual Meeting. The Board of Governor’s does reserve the right to hire a bookkeeper to manage the accounts of WSPR under the supervision of the Treasurer.
The Secretary shall keep a record of all meetings of WSPR and its Board and give notice thereof. The Secretary shall conduct elections for the Board of Governors and Officers by means of a secret ballot for each contested seat on the Board and for each office and report the results of the elections immediately at the Meeting. If the Secretary is running for election, the President shall select another Board member not a candidate to conduct the election.
The At Large member shall, when possible, be the immediate past President in order that continuity of leadership, information, contacts, procedures, and other support may be retained at the Board level.
Section 3. ELECTION AND TERM OF OFFICE. Officers shall be elected for a term of two years. Officers shall be elected by a majority of the Full Members present at the Annual Meeting immediately following election to the Board of Governors. The change of office between incoming and outgoing officers shall take place as the final item of business at the meeting at which the election takes place. No officer shall serve more than three (3) consecutive terms in an office.
Section 4. REMOVAL. Officers may be removed for due cause by a majority of the officers or by a two-thirds majority vote of the Members.
Section 5. VACANCIES. Vacancies may be filled by the Board at the next meeting after a vacancy is declared. The Agent so selected shall serve until the time of the next Annual Meeting, at which the office shall be filled as stated in V, section 1, above, except that the term shall last only until the following regular election of officers.
Section 1. The President may appoint any committees deemed desirable, whether temporary or standing. The President may remove any member of a committee with or without cause.
Section 2. The President shall appoint a Nominating Committee consisting of a Board member who is not running for re-election and at least one non-Board member of WSPR in good standing. The Nominating Committee shall meet no later than thirty (30) days prior to presenting a slate of candidates. The slate shall be presented to the Board and Membership thirty (30) days prior to the Annual Meeting. The Committee shall strive to nominate two (2) candidates for each Board seat up for election.
EXECUTION OF PAPERS
Except as the Board of Governors may generally or in particular cases authorize in another manner, all documents, papers, contracts, checks, drafts or other obligations executed in the name of WSPR shall be signed by the President, by the Secretary or by the Treasurer. Other signatories may be designated by the Board of Governors.
The fiscal year of WSPR shall commence on the first day of July.
RATIFICATION AND AMENDMENT
Section 1. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds majority of the Full members present at a regular or special meeting, if proper written notice as defined in Article III, Section 2 and 3, is given of such intention.
Section 2. In the event that the President and/or Board determines that a revision or amendment to the Bylaws is necessary prior to the next anticipated Annual or Special meeting, the President may call for a mail ballot. The President shall inform the Secretary of the content of the proposal. The President shall also designate to the Secretary an agent qualified to count the votes. This agent will be an attorney licensed to practice law in the home state of any Governor. The Secretary shall send copies of the proposal, ballots, and envelopes addressed to the legal agent, to all members eligible to vote. A voting period of at least two weeks from the time of mailing