Approved at Annual Membership Meeting, November 4, 2023
ARTICLE 1 — MEMBERSHIP
Section 1. Definition
1.1 The membership of the Tillicum Foundation (the “Foundation”) shall consist of all persons who are paid-up members to any broadcast station operated by the Tillicum Foundation.
1.2 The Board of Directors (the “Board”) shall establish classes of voting and nonvoting memberships.
Section 2. Membership Meetings
2.1 Annual Meeting. An annual meeting of the members of the foundation shall be held in the month of November.
2.2 Place of Meeting. The Board of Directors shall designate the place for any annual or special meeting. If no designation is made, the place of the meeting shall be the principal office of the corporation.
2.3 Purpose. At this meeting, if needed, Executive Board Members shall be elected to the Board in accordance with the procedures set forth herein.
2.4 Notice. Notice shall be distributed to the membership at least thirty (30) days prior to the Annual Membership Meeting and shall be published on the Foundation’s website and in announcements aired on the Foundation’s radio stations. Notice of an annual meeting shall include a description of any matter or matters which must be
approved by the members. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
2.5 Quorum. The quorum necessary for transacting any business at the Annual Membership Meeting, including the election of Board members, shall be thirty-five (35) of the qualified members present (excluding members of the Board and staff).
2.6 Special meetings of the members of the corporation may be called by the Board of Directors, or by written demand of at least thirty-five members. The written demand of the members shall describe the purpose or purposes for calling the special meeting and be signed, dated, and delivered to the Secretary.
2.6.1 In either case, thirty-day (30) notice must be given to the general membership setting forth the matters to be acted upon, the date, time, and place where the meeting is to be held. Notice of such meetings shall be published on the Foundation’s website and in announcements aired on the Foundation’s stations.
2.6.2 Special Meetings shall be governed by the same rules as the Annual Meeting, as outlined herein, including quorum and voting.
Section 3. Candidate Selection [LS1]
3.1 A candidate for the Foundation’s Board of Directors must be a qualified member and cannot be the spouse or relative of an employee of the Foundation. A candidate for consideration for Board membership may apply by accessing and completing the Board of Directors candidate packet found on the KMUN website or by contacting
the Board secretary. With 2 exceptions (Article I, Section 4.5 and Article II, Section 9.1) Board applicants will stand for election at the annual meeting and application materials must be submitted by September 15. The sitting board shall seek an adequate number of candidates representative of the diversity of the Foundation’s
members are nominated. The sitting Board shall ensure that the membership of the Foundation is fully and adequately informed about all candidates, by mail and/or digital communication, through the KMUN website, through on-air notices, and through the use of public affairs programming.
Section 4. Voting.
4.1 Ballots. Voting shall be on official ballots (or a copy thereof) provided by the Foundation. Ballots, including application materials, shall be made available to the membership no fewer than thirty (30) days prior to the Annual Meeting.
4.2 Eligibility. Each membership in good standing shall be entitled to one (1) vote, regardless of the number of individuals represented by that particular membership. An organization, family or business membership may designate one (1) of its members to vote on its behalf. The vote of one membership shall not be assigned to another membership. A list of qualified memberships shall be brought by the Board to the Annual Membership Meeting for the purpose of accrediting voting members.
4.3 Voting. Each qualified membership shall vote in the manner prescribed in the Official Ballot. To be counted, memberships that vote by means other than directly at the Annual Membership Meeting shall have their official ballots at the Tillicum House or at any other officially designated place no later than the close of business (5:00 pm) on the weekday prior to the Annual Meeting.
4.4 Votes shall be tallied during the Annual Membership Meeting. If there are more candidates for the Board than seats open for election, the candidates receiving the greatest number of votes shall be elected. A tie between candidates shall be resolved by a flip of a coin tossed by the presiding Board President. Election results shall be announced during the Annual Membership Meeting.
4.5 In the event that there are no new candidates for open seats, the Board, at its discretion, may waive election and appoint additional members, as needed.
ARTICLE II –TILLICUM FOUNDATION BOARD
Section 1. General Powers.
1.1 The Board shall determine the general policies, control the property, and oversee the management of the affairs and business of the Tillicum Foundation and shall serve without compensation. The Board shall exercise all of the powers of the Foundation and perform all acts which it deems in the best interest of the Foundation and its membership, subject to restrictions of law, the Articles of Incorporation, and
these Bylaws
1.2 Without limiting its own powers, the Board shall direct the officers and staff in the use, control, and maintenance of the property of the Foundation and shall be responsible for all broadcasting conducted by any station operated by the Foundation.
Section 2. Number and Term.
2.1 The board shall consist of 9 persons, with board members serving three (3)-year terms. Up to three members are elected each year. 2.2 Additional board members may be Selected by the board if two-thirds of the board members determine that the board needs to add specific skills, strengths or diversity. 2.3 Terms of office shall commence at the date of election or appointment. A term is linked to the annual meeting in early November per the discretion of the Board and will not exceed 3 years.
2.4 Upon completion of a term of service, a Board member may stand for election for one (1) additional 3-year term, or more per discretion of the board.
Section 3. Qualifications.
3.1 All Board members shall be members of the Foundation in good standing. A Board member may be a paid employee at the time of nomination but shall not remain a paid employee if elected to the Board. No one may serve as employee and Board member at the same time.
Section 4. General Duties.
4.1 The Board shall hold regular monthly meetings, or meet as frequently as necessary, to conduct Foundation business and to establish Foundation policy.
4.2 Notice of such meetings shall be provided each Board member prior to the meeting and shall contain a prospective agenda and draft minutes of the preceding meeting.
4.3 A simple majority of the sitting Board shall be the quorum necessary for the transaction of business and to take any action.
4.4 Open Meetings. With the exceptions stated herein, the Board of Directors, its committees and other committees created by it shall hold open meetings preceded by reasonable notice to the public. However, the Board of Directors, its committees and other committees created by it may hold executive sessions to consider 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 services whenever the premature exposure of such purchase would compromise the business interests of the corporation.
4.5 The board shall:
4.5.1 Appoint or dissolve ad hoc or standing committees.
4.5.2 Audit bills and financial activities and disburse the funds of the Foundation, including the power to delegate this function to specified agents.
4.5.3 Devise and carry into execution (or delegate others to carry into execution) such other measures as it deems proper and expedient to promote the objectives of the Foundation and to best protect the interests and welfare of its membership.
4.5.4 Hold Executive Sessions when deemed necessary. Executive Sessions are defined as Board meetings that are closed to the public and are attended only by Board members unless specific individuals are requested or required to attend. Executive Sessions may be called for personnel issues, legal issues or other matters requiring confidentiality. Board votes cannot be taken while in Executive Session.
Section 5. Conflict of Interest.
5.1 No member of the Board of Directors, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with Tillicum Foundation. Each individual shall disclose to the Board any personal interest which he or she may have in any matter pending before the Board and shall refrain from participation in any decision on such matter.
Section 6. No Obligation of Foundation.
6.1 No individual Board Member may act to obligate the Foundation for any expenditure or activity without pre-authorization and approval from the full Board and Station Manager.
Section 7. Resignation.
7.1 A Board member may resign at any time by delivering written notice to the President of the Board, or in the case of the President resigning, the Vice President. A resignation shall be effective when the notice is effective as per ORS (Oregon Revised Statutes) 65.034 unless the notice specifies a later effective date.
Section 8. Removal.
8.1 A Board member may be removed, with or without cause, by a vote of 2/3 of the members present at a Special Meeting of the membership called for that purpose. The notice for the meeting shall state that the purpose of the meeting is the removal of the Director.
8.2 Any Board member who misses three (3) or more Board meetings per year, including the Annual Meeting, may be removed by a majority vote of the Directors then in office.
8.3 Any member of the Board, whether elected by the members or appointed by the Board, may be removed for cause by a majority vote of the seated Board members. Cause is considered to be fraudulent or dishonest conduct, gross abuse of authority or discretion with respect to the corporation, or conduct harmful to the corporation, its employees, or volunteers. The Board member being considered for removal shall not
cast a vote.
Section 9. Vacancies.
9.1 Any vacancy on the Board of Directors shall be filled by a majority vote of the members of the Board of Directors in a timely manner consistent with circumstances existing at that time. A Board member appointed to fill a vacancy under this section shall serve until the end of the term of the person whom they are replacing.
ARTICLE III — OFFICERS
Section 1. Election, Term and Removal of Officers
1.1 Designation and Election of Officers. The Executive officers of the Foundation Board shall be the President, Vice-President, Secretary, and Treasurer. These Officers shall be elected by the Board from among their number.
1.2 The terms of all Executive Officers shall be for one (1) year. Election of Board Officers takes place at the first regularly scheduled Board meeting following the annual meeting of the membership.
1.3 Vacancies. A Board officer may resign from any executive position and remain as a Board Member. Should a vacancy occur in any office for any reason, the Board shall appoint from among its number a replacement to serve for the remainder of the vacated term.
1.4 Removal of a Board Officer. Any Board Officer may be removed from office, with or without cause, by no fewer than a two-thirds (2/3) vote of the full Board.
Section 2. President
2.1 The Board President, or designee, shall preside at all meetings of the Board and the Annual Membership Meeting. The President shall sign with the Secretary or Treasurer, with the foreknowledge and consent of the Board, all instruments requiring the formality of execution and acknowledgment.
Section 3. Vice-President
3.1 The Vice-President shall perform the duties of the President in the case of the President’s absence or inability to act.
Section 4. Secretary
4.1 The Secretary shall: have general supervision of the non-financial records of the Foundation; shall keep the minutes of all Board and general membership meetings (minutes taken in executive session shall be private and subject to public disclosure only by vote of the majority of the Board); shall maintain a policy manual; shall sign such instruments which require the signature of the Secretary; and shall perform such other duties as from time to time may be prescribed by the Board.
Section 5. Treasurer
5.1 The Treasurer of the Foundation: shall be responsible for the safe-keeping and accuracy of the financial books and financial records of the Foundation; shall receive and, with the approval of the Board, disburse all funds; shall apprise the Board of the financial condition of the Foundation at every regular Board meeting as needed; shall submit a report to the Board and to the general membership at the annual meeting; and shall perform such other duties as may be prescribed by the Board.
Section 6. Indemnification of Directors and Officers
6.1 The Foundation shall indemnify its Directors and Officers to the fullest extent allowed by ORS Chapter 65.
ARTICLE IV — EMPLOYEES
Section 1. Staff
1.1 The Board may employ staff under such contracts of employment and compensation as it deems advisable. Unless otherwise provided in a written employment agreement previously approved by the Board, all employees of the Foundation are employees “at will” and so may by terminated by the Board in its sole discretion, at any time, and without cause.
Section 2. Manager
2.1 The Station Manager shall have the responsibility and authority for the day-today administration of the business of the Foundation’s stations under the general supervision of the Board and shall be directly responsible to the Board. The Station Manager’s duties shall be governed by the provisions of his or her contract of employment with the Board.
ARTICLE V — COMMITTEES
Section 1. Committees of Directors.
1.1 The Board of Directors may create and appoint one or more committees of the Board of Directors. The committees are purely advisory to the Board of Directors.
Section 2. Standing Committees of Directors.
2.1 Standing committees of Directors shall include but need not be limited to the following:
2.2 Bylaws Committee. The Bylaws Committee is responsible for the creation and maintenance of the Tillicum Foundation Bylaws. The committee meets at least once annually to review and, as needed, update the bylaws to ensure consistency with current practice and requirements.
2.3 Nominating Committee. The Nominating Committee shall advise the Board of Directors regarding nominations for Board elections and filling Board vacancies; present nominations to the membership in an informative manner to be determined by the Nominating Committee; and otherwise ensure that the provisions of Article VI, Section 5 of these bylaws regarding Board elections are implemented.
2.4 Community Advisory Board. A Community Advisory Board (CAB) shall be maintained to perform the duties as defined in 47 U.S.C. Section 396(k)(8). Per Section 396(k)(8) the purpose of the CAB is to assist public broadcasting in being more responsive to community needs by providing for effective public participation in planning and decision making.
2.5 Governance Committee. Proposes new policies of Corporation, reviews and updates existing policies and manuals, formulates updates to bylaws as needed to ensure TF operates within its bylaws, and brings all such changes to the board for approval. Committee will meet annually and as needed.
2.6 Executive Committee. This committee is comprised of the four officers of the Board of Directors and shall meet as needed to address urgent issues (e.g. human resources)
that arise.
Section 3. Other Committees
3.1 The Board of Directors may appoint ad hoc or other standing
committees. Examples include but not limited to Grants, Events,
Tillicum House, Planned Giving.
Section 4. Composition.
4.1 Each committee shall consist of one or more member of the Board of Directors. The Board of Directors shall determine a fixed number of members for each committee. A Board committee may include a non-Board member if expertise needed is not represented on the Board.
Section 5. Term of Office.
5.1 Committee members shall be appointed annually by the Board of Directors at its first meeting after the Annual Meeting. Committee members can be re-appointed for more than one term.
Section 6. Chairperson.
6.1 One member of each committee shall be elected chairperson by the members of the committee.
Section 7. Vacancies.
7.1 Vacancies in the membership of any committee shall be filled by appointments made in the same manner as the original appointments.
Section 8. Quorum.
8.1 A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 9. Committee Requirement.
9.1 All committees shall provide reasonable notice of its meetings, hold open meetings pursuant to Article VI, Section 13 of these bylaws, and take and post minutes of its meetings.
Section 10. Rules.
10.1 Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE VI — FISCAL YEAR
The Foundation’s fiscal year shall conform to the Federal fiscal year (October 1 through September 30).
ARTICLE VII — ACCOUNTS AND AUDITING
The Foundation shall maintain a modern system of accounts and shall conduct an annual audit of the Foundation’s financial position and the related statements of activities and cash flows for the year-end. The annual audit shall be conducted in accordance with auditing standards generally accepted in the United States of America.
ARTICLE VIII — AMENDMENTS TO BYLAWS
Section 1 Membership Vote
1.1 These Bylaws may be amended by two-thirds (2/3) majority vote of the ballots cast at the Annual Membership Meeting. Amendments enacted shall take effect immediately.
Section 2 Proposing Amendments
2.1 Proposed amendments may be placed on the ballot by petition of at least thirty-five (35) memberships of the Foundation in good standing, or by simple majority vote of the Board. Any proposed change to these Bylaws shall be submitted to the Board no fewer than forty-five (45) days prior to the Annual Membership Meeting. The complete text of
the proposed amendment(s) shall be published with the Ballot mailed to the general membership and on the Foundation’s website.
Section 3. Board Amendments
By-laws, for good business practice purposes, may be amended by a simple majority of the Board of Directors in regular meetings during the period between Annual meetings. Amendments enacted in this manner shall take effect immediately but must be ratified by a two-thirds (2/3) majority of the ballots cast at the next Annual Membership meeting.