BYLAWS OF PUBLIC RADIO ASSOCIATION OF DEVELOPMENT OFFICERS
ARTICLE I. Name and Object
The name of this Corporation shall be the Public Radio Association of Development Officers (“Corporation” or “PRADO”). The Corporation shall operate for the mutual benefit of all development personnel in public radio and shall carry on activities as a business exempt from federal income tax pursuant to Section 501 (c)3 of the Internal Revenue Code of 1954, as amended.
Article II. Membership
Section 1. Eligibility for Full Membership.
Any individual who serves within public radio as a professional engaged in management or implementation of fundraising activities in public radio shall be eligible for Full membership.
Section 2. Eligibility for Associate Membership.
Any individual who has been an active member of PRADO but is no longer eligible for Full membership shall be eligible for Associate Membership.
Section 3. Active Membership.
All individuals eligible for Full or Associate membership shall be considered active by remaining current in their payment of membership dues to the Corporation.
ARTICLE III. Meetings
Section 1. Annual Meeting.
There shall be an annual meeting of the members each year at a date, time, and place as fixed by the Executive Committee for the purpose of the election of members of the Board of Directors, as provided in the Bylaws, and for receiving the annual report of officers, directors and committees and the transaction of other business. Except as herein or by statute otherwise provided, notice of the meeting, signed by the Secretary, shall be sent to the last recorded postal or electronic address of each member at least ten (10) days, and not more than thirty (30) days, before the time appointed for the meeting. All notices of a meeting shall set forth the date, time, place, and purpose of the meeting. Agenda items for the Annual Meeting shall be decided by a vote of two-thirds (2/3) of the members voting in person or by proxy.
Section 2. Special Meetings.
Special meetings may be called by the President, a majority of the Board of Directors, or a majority of the Executive Committee at their discretion. Upon the written request of a majority of the voting members, the Board of Directors shall call a special meeting to consider a specific subject. Notice for any special meeting is to be given in the same manner as for the annual meeting. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the members of the Corporation.
Section 3. Quorum.
The presence in person or by proxy of a majority of the members of the Corporation entitled to vote shall be necessary to constitute a quorum for the transaction of business unless otherwise noted in these by-laws.
Section 4. Voting.
Each active member shall be entitled to one vote, either in person or by proxy.
Section 5. Proxies.
Every member of the Corporation entitled to vote at any meeting thereof may vote in proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it.
Section 6. Referendum and Form of Notice.
As an alternative to calling a Special Meeting, the Corporation may conduct a referendum on a specific matter. Such referendum shall be accomplished by the Secretary sending a Notice of such referendum to the last recorded postal or electronic address of each member. The Notice shall state the substance of the matter to be decided. The matter shall be decided by the affirmative vote of a majority of members voting. The referendum shall provide for a date when a response must be received to be counted as a vote. Notices of a referendum, a meeting, or a special meeting may be sent via the U.S. Postal System, third party express delivery provider, or by widely available electronic means (such as e-mail, or other similar technology).
ARTICLE IV. Directors
Section 1. Board of Directors.
The Board of Directors shall serve as the legislative body of this Corporation. The powers and concerns of the Board shall consist of, but not be limited to, the following:
a. To establish priorities for the Corporation and its activities;
b. To initiate proposals, policies, programs and procedures for the Corporation and for the guidance and direction of the Executive Committee;
c. To approve policies, programs and procedures for the Corporation initiated by the Board of Directors or by the Executive Committee or by the members;
d. To review policies, programs and procedures of the Corporation;
e. To review budget proposals and to adopt the budget of this Corporation for each fiscal year;
f. To establish the annual membership fee for membership in the Corporation;
g. To elect members of the Executive Committee; and,
h. To fill the Board of Directors' vacancies for the duration of a term.
The members of the Board shall, upon election, hold office until their successors shall be duly elected.
The Board may at anytime appoint ex-officio or honorary board members as the board sees fit. At no time can ex-officio or honorary vote or exercise other duties and responsibilities of duly elected board members.
Section 2. Number of Directors.
The Board of Directors shall consist of no fewer than eleven (11) and no more than fifteen (15) Directors.
Section 3. Compensation of Directors.
The Directors shall not receive any compensation for their services as such, but the Board may authorize reimbursement of reasonable expenses incurred in the performance of their duties.
Section 4. Election of Directors and Term.
At each annual meeting of the members a number of directors equal to those whose terms have expired shall be installed for the term of three (3) years. Such election shall take place by manual or electronic referendum at least forty five (45) days prior to said annual meeting. At the expiration of any term, any director may be reelected.
Each Director shall be limited to two, consecutive, three-year terms. After an interval of one (1) year following the end of a maximum term of six years, a former Director is again eligible for service as a Director. There is no limit to the number of non-consecutive terms a Director may serve. The term limits set forth in this Section 4 shall become effective beginning with the 2009 Board elections.
Candidates to serve on the Board of Directors may be nominated by petition signed by any active member of the Corporation, or by the nominating committee. A nominating committee shall be appointed by the Board of Directors to serve until the next annual meeting. The Nominating Committee shall consist of not less than two (2) but not more than four (4) directors, each of whom shall be a Board member not serving currently on the Executive Committee or running for reelection that year. The Nominating Committee shall confer to nominate a slate of candidates for every vacancy on the Board no later than forty five (45) days prior to the annual meeting. In selecting nominees, the nominating committee shall endeavor to make the Board broadly representative of the membership of the Corporation.
All active members of the Corporation shall be eligible to cast votes for a candidate for any vacancy on the Board. Directors will be selected by popular vote, i.e. the candidates receiving the greatest number of votes will be elected to vacancies on the Board. Ties will be decided by a toss of the coin or other method of random selection. The number of votes received by each Director elected will be used to determine the term. For example, a vacancy for a three-year term will be filled by the Director(s) receiving the greatest number of votes; a vacancy for a two-year term will be filled by a Director receiving fewer votes. A candidate must be an active member, with Full Membership status. If, after being elected, a director permits his or her membership to expire for a period of more than thirty (30) days, continuation as a Director shall be permitted only upon majority vote of all remaining Directors.
Section 5. Annual Meeting of Directors.
There shall be an annual meeting of directors each year at a date, time and place as fixed by the Executive Committee of the Board of Directors for the purpose of approval of the budget for the following fiscal year, review of the budget and activities of the Corporation for the current fiscal year, election of members of the Executive Committee, as provided in the Bylaws, and transaction of other business. Notice of the meeting signed by the Secretary shall be sent, except as herein or by statute otherwise provided, to the last recorded postal or electronic address of each member at least ten (10) days before the time appointed for the place, date, time, and purpose of the meeting. Unless otherwise provided, a question shall be decided by a majority vote of the directors present.
Section 6. Special Meetings.
Special meetings of the Board of Directors of this Corporation may be called at any time by the Executive Committee and shall be held at such date, place and time as the Executive Committee shall direct.
Section 7. Quorum.
At all Board meetings, a majority of the directors of this Corporation shall constitute a quorum, but less than a quorum shall have the power to discuss matters that do not require a vote of the directors and to adjourn from time to time until a quorum be present.
Section 8. Board Participation.
One or more Directors may participate in a meeting of the Board of Directors by means of conference telephone or other form of communications which permits all persons participating in the meeting to hear and speak with each other in real time. Participation in a meeting pursuant to this provision shall be determined by the Board of Directors.
Section 9. Voting by Directors without Meeting.
Except as otherwise expressly provided by the bylaws, any action of the Board of Directors required or permitted to be taken at meetings thereof may, when authorized by the President, be taken without a meeting, provided that notice of such action shall first be sent to all Directors, and provided further that a majority of the whole board shall vote in favor of such action.
Section 10. Vacancies.
Whenever any vacancy occurs in the Board of Directors by death, resignation or otherwise, the remaining members of the Board may fill the position by a majority vote taken by referendum or in a meeting which shall be called for that purpose.
Vacancies that occur no more than ninety (90) days before an Annual Election will be filled in that election. In all other circumstances, the Board shall fill a vacancy within sixty (60) days after the vacancy becomes effective. The person chosen to fill a vacancy shall serve for the duration of the vacancy.
Section 11. Removal of Directors.
Any one or more of the directors may be removed either with or without cause, at any time, by a vote of two-thirds (2/3) of the members present at a meeting called for that purpose. Any Director who shall have been absent from three (3) board meetings will be warned of possible future removal for lack of board meeting attendance. Any Director who shall have been absent from four (4) meetings shall automatically be removed from the Board unless such absences are excused by a majority vote of the Board. Board meeting attendance will be recorded by the secretary or designee at all meetings and a report of attendance presented, as needed, at board meetings.
ARTICLE V. Officers
Section 1. Executive Committee.
The officers of this Corporation shall serve as the Executive Committee of the Board of Directors, and shall be empowered to act on behalf of the Board of Directors during periods of adjournment.
Section 2. Number.
The officers of the Corporation shall consist of a President, Vice President, Treasurer, and a Secretary, each of whom shall be a member of the Board of Directors. Other officers may, from time to time, be appointed by the Board of Directors. Only Full Members in good standing shall be eligible to serve as officers.
Section 3. Method of Election.
The President, Vice President, Treasurer, and Secretary, and such other officers as may be appointed by the Board of Directors, shall be chosen by a majority vote of the Board of Directors at the annual meeting for a three (3) year term. Thereafter, the Board of Directors will elect officers at every third annual meeting. All officers shall hold office for a term of three (3) years, or until their successors are elected, unless otherwise provided herein. Should an Executive Committee member’s term of office extend past his/her six-year maximum term as Director, the Board of Directors may waive the limit on maximum terms for Directors until the term of office on the Executive Committee has expired. There is no limit to the number of terms a Director may serve on the Executive Committee.
Section 4. President.
The President shall be the Chief Administrative Officer of this Corporation, shall preside at the meetings of the Corporation and the Board of Directors, and shall be ex-officio a member of all committees.
Section 5. Vice-President.
In the absence of the President, or in the event of the President’s inability to act, the Vice President shall act with the full powers of the President. If the President is unwilling or unable to fulfill his/her term, the Vice President will fulfill the duties of President for the remainder of the President’s term. If the Vice President is unable or unwilling to serve as President, the Board will appoint a President to fulfill the term.
Section 6. Treasurer.
The Treasurer shall have custody of the funds of the Corporation. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation. In the case of absence or disability of the Treasurer, the President may appoint a Treasurer pro tempore.
Section 7. Secretary.
The Secretary shall take and keep true minutes of all meetings, shall have custody of the corporate seal, shall notify members of the Executive Committee of their election, shall in general perform all duties incident to the office of Secretary, and shall perform such other duties as may be assigned to that office by the Board of Directors. In the case of absence or disability of the Secretary, the President may appoint a Secretary pro tempore.
Section 8. Removal.
The President or any other corporate officer may be removed, at any time, by a majority vote of the duly constituted Board of Directors acting with a quorum present. In addition, by petition of one third of the active membership, the proposed removal of any officer or director may be placed before the full membership by postal or electronic ballot. In the event of such a ballot, a majority vote of those casting ballots shall be required to remove the officer or director being challenged. In any vote to remove an officer, the officer shall have the opportunity to present arguments in opposition to such action, but shall not vote or be counted to determine a quorum.
ARTICLE VI. Committees
The Board of Directors may, by resolution, provide for such committees and delegate to such committees such duties as they deem appropriate.
Committees shall be chaired by a sitting member of the Board. Committee members shall be Full or Associate members of the Corporation.
ARTICLE VII. Finance
Section 1. Budget.
Prior to the beginning of every fiscal year the Board of Directors, in collaboration with the Treasurer, shall prepare a budget setting forth the amount it believes to be necessary to support the work of the Corporation and to provide its operating expenses for the current fiscal year.
Section 2. Dues and Fees.
Each member shall pay annual dues and fees in accordance with such schedule and classifications and at such times and under such conditions as may be determined from time to time by the Board of Directors.
Section 3. Accounting Year.
The accounting year of the Corporation shall begin on the 1st of July in each year, and end on the following 30th of June.
Section 4. Annual Report.
The President, in collaboration with the Treasurer, shall prepare and present an annual report, including financial statements, to the Board of Directors. This report will be presented at the annual meeting.
ARTICLE VIII. Contracts, Checks, Bank Accounts and Grants
Section 1. Contracts.
The Board of Directors may authorize the President or any other officer or agent of the Corporation to execute contracts in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks and Drafts.
All checks, drafts and orders for the payment of money and other such instruments issued by or to the Corporation shall be signed or endorsed by such officer or officers, agent or agents of the Corporation and in such manner as the Board of Directors shall determine from time to time.
Section 3. Deposit and Accounts.
All funds of the Corporation shall be deposited from time to time in such depositories, including but not limited to banks and trust companies, or invested in such obligations, including but not limited to treasury bills, bank certificates or deposit or commercial paper as the Board of Directors may determine, or as may be selected by any officer or officers, or agent or agents or the Corporation to whom such power may from time
to time be delegated by the Board of Directors.
Section 4. Grants.
Grants from foundations, agencies and other sources shall be expended in accordance with the terms of such grants.
ARTICLE IX. Seal
The seal of this Corporation shall be as follows: two circles, one within the other, and between the circumferences of the outer and inner circles the words, "Public Radio Association of Development Officers, Inc." and within the inner circle the words "Corporate Seal, 1992 District of Columbia."
ARTICLE X. Dissolution
The funds of the Corporation shall be used only to accomplish the purposes set forth in these bylaws, and no part of said funds shall inure or be distributed to the members of the Corporation. On dissolution of the Corporation any funds remaining shall be distributed to one or more regularly organized and qualified educational, scientific, charitable or philanthropic organizations to be selected by the Board of Directors.
ARTICLE XI. Amendment to Bylaws
The bylaws may be amended by a vote of two-thirds (2/3) of the members voting in any annual, regular, or special meeting of the Corporation or by referendum. All proposed amendments must be submitted to the Board of Directors in writing and made available to the membership at least two days prior to the meeting in which they are to be considered.
The most recent amendments to these by-laws were enacted on July 1, 2009.