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Res 1253 - WCAT Access Provider COUNCIL BILL NO. 1572 RESOLUTION NO. 1253 A RESOLUTION DESIGNATING THE WOODBURN COMMUNITY ACCESS TELEVISION, INCORPORATED (WCAT) AS THE ACCESS PROVIDER PURSUANT TO APPLICABLE CITY ORDINANCES. WHEREAS, Ordinance 2093, the Northland Cable Television franchise ordinance, calls for the establishment of a local "access provider" organization with specifically prescribed duties, and the City Council subsequently appointed a "Cable TV Community Access Advisory Committee" for that purpose in November, 1992, and WHEREAS, the Cable TV Community Access Advisory Committee has evolved into the "Woodburn Community Access Television, Incorporated" (WCATl; which organization has developed bylaws, formally filed Articles of Incorporation with the Oregon Corporation Division and has submitted application for exemption status under 501 (c)(3) of the Internal Revenue Code; and WHEREAS, Ordinance 2100 provides for the dedication of certain cable television franchise fees "for the support, operation and maintenance of a community cable television access program within the City of Woodburn"; and WHEREAS, WCAT was created for, and is eminently qualified for, the purpose of carrying out the access provider provisions of Ordinance 2093 and Ordinance 2100, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. The City of Woodburn hereby designates Woodburn Community Access Television, Inc, (WCAT), pursuant to applicable city ordinances, as the duly authorized access provider organization for the City of Woodburn. Section 2. The City Administrator is authorized to negotiate a bill of sale conveying to WCAT any equipment purchased for cable television access purposes pursuant to Ordinance 2093. Section 3. The City Administrator is authorized to enter into any necessary agreements with WCA T for the orderly transfer to WCA T of dedicated franchise fees as set forth in Ordinance 2100. Page 1 - COUNCIL BILL NO. 1572 RESOLUTION NO. 1253 ...".. Section 4. WCAT is directed to carry out any and all access provider provisions of Ordinance 2093, Ordinance 2100, and any other applicable ordinances, including but not limited to : a) negotiation of an operational agreement with Northland Cable Television, Inc., b) performance of all duties incidental to the purpose of providing community cable access to Woodburn residents and cl providing the required annual report to the City of Woodburn. Approved as to form:I/~~~ City Attorney APPROVED: 7 )2 1 (<1 Lf- Date I q;41 ~~ Len Kelley, Mayor Passed by the Council July 25, 1994 Submitted to the Mayor July 26, 1994 Approved by the Mayor July 26, 1994 Filed in the Office of the Recorder July 26, 1994 ATTEST: (!1 ~ Mar~nt, City Recorder City of Woodburn, Oregon Page 2 - COUNCIL BILL NO. 1572 RESOLUTION NO. 1253 l' T BYLAWS AND RULES OF PROCEDURE FOR THE ORGANIZATION AND CONDUCT OF BUSINESS BY WOODBURN COMMUNITY ACCESS TELEVISION, INCORPORA TED BE IT RESOLVED BY THE BOARD OF DIRECTORS OF WOODBURN COMMUNITY ACCESS TELEVISION, INCORPORATED (WCAT): The following bylaws are hereby adopted by the Board of Directors for the transation of its business: ARTICLE I - PREAMBLE Section 1.1. Purpose: The purpose, objectives and responsibilities of Woodbum Community Access Television, INC. (WCAT) shall be to serve as manager and operator of community access television facilities in exercise of regulatory jurisdiction over public, educational and govemmental access to CCTV providers franchised in the Woodburn area. This organization is organized exclusively for charitable purposes within the meaning of section 501 (c) (3) of the Intemal Revenue Code. WCTV, Inc. may also engage in any other lawful activity for which non- profit corporations may be organized under Oregon law. Section 1.2. Interpretation: These Bylaws shall be liberally construed to accomplish the purposes and responsibilities set forth in Section 1.1 of these Bylaws. ARTICLE 11- GOVERNMENT Section 2.1. Goveming Body: The Corporation shall be govemed and manage by a Board of Directors. Section 2.2. Composition of Board of Directors: The Board of Directors shall consist of seven (7) and no more. The initial directors are comprised of the original members of the Community Access Cable Television Committee, appointed by the Woodbum City Mayor with the approval of the Wood bum City Council. The selection of the directors is intended to be a representative sample of various aspects of the community as follows: (1) education (local school district); (1) local govemment; (1) facilities end-user; (1) community at large; (1) community representative of Hispanic background; (1) community representative of Russian background; (1) community representative of Retired Citizens. Any vacancy on the board of directors, whether by death, resignation, or expiration of a director's term, shall be filled by a majority vote to maintain the original cross-section representation. , WCTV Bylaws Page 2 SECTION 2.3. Terms of Office: The members of the Board of Directors shall serve regular terms of three (3) years. A term of more than two (2) years shall be considered a regular term; a term of two (2) years or less shall be considered a partial term. No Director may serve continuously in such capacity for more than two (2) regular terms plus one (1) partial term until at least one (1) year shall have elapsed from the expiration of such Director's second regular term. To assure continuity of the Board, initial appointments to the Board of Directors shall be adjusted to expire on a rotation basis of three positions each year. Initially the Directors will determine by lot drawing those who will serve a one (1) year term; two (2) year terms and three (3) year terms. Vacancies in the Directorships shall be filled by recruitment and appointment by the Chairman of the Board subject to the approval by the remaining directors. Section 2.4. Authority of the Board of Directors: All corporate powers, except such as are otherwise provided for in the Artides of Incorporation, their Bylaws, and by the laws of the State of Oregon, shall be vested in and exercised by the Board of Directors. The Directors by resolution may delegate to committees of their own number or to officers of the corporation such powers as may be allowed by law and the Artides of Incorporation. The Directors also may create such other committees, standing or temporary, for the purpose of aiding in the formation, development and promotion of the corporation and the overall accomplishments of its objectives, as allowed by law. Section 2.5. Regular Meetings: Regular meetings of the Board of Directors shall be held at least quarterly at such time and place as the Directors from time to time may determine for the purpose of the transaction of such business as many properly come before the meeting. Notice of each regular meeting of the Board of Directors, shall be delivered to each member of the Board of Directors at least five (5) days prior to such meeting. The notification shall indude the local date and time of the meeting. The Corporation shall give notice of, and the Board of Directors shall conduct, all meetings of the Board as if the Board were subject to the requirements of the Oregon Public Meeting Law, ORS 192 and the Oregon Nonprofit Corporation Law, Chapter 1010, Oregon Laws of 1989. The Corporation shall treat all of its records as public records in accordance with the requirements of the Oregon Public Records Law and Oregon Nonprofit Corporation Law. Section 2.6. Special Meetings: Special meetings of the Board of Directors may be called by the President, and must be called by the President at the request of at least three (3) members of the Board of Directors. Notice shall be given pursuant to Chapter 1010, Oregon Laws of 1989. Section 2.7. Quorum: A majority of the voting Directors in office provided that such majority includes at least one officer of the corporation, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the voting Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. .....--- T WCTV Bylaws Page 3 Section 2.8. Compensation: Members of the Board of Directors shall not be compensated for their services as Directors. The Directors shall be reimbursed by the corporation for necessary expenses incurred in the execution of their duties and responsibilities. No member of the Board of Directors shall engage in conduct contrary to Section 89, Chapter 1010, Oregon Laws of 1989. Section 2.9. Attendance: Any Director who, on three occasions during the Director's term, fails to attend a regular or special meeting of the Board of Directors or Committee of the Board of which the Director is a designated member, without giving prior notice of such absence to the business office of the corporation, shall be deemed to have resigned the directorship. The President of the Board may excuse any such absence if it appears to the President that prior notice of the absence was not reasonably possible. Any Director who having received appropriate notice is absent on four consecutive occasions from a regular meeting of the Board of Directors or Committee of the Board of which the Director is a designated member, whether with or without notice of intent to be absent, shall be deemed to have resigned the directorship. In the event of any resignation under this section, the President or the Presidenfs designee shall give notice of such resignation to the appointing authority of the directorship and to the Director. ARTICLE III Section 3.1. Officers: The principal officer of the corporation shall be a President, Secretary and Treasurer. The principal officers shall be elected by the Board of Directors from among its voting members. Each officer shall serve for a term of one year, subject to removal by majority vote of the entire Board of Directors at any meeting for which proper notice of consideration of such action shall have been given. In the event that any office shall become vacant due to death, resignation, removal or other cause, the Board of Directors shall appoint a successor to complete the term of the vacant office. The offices of President and Secretary shall at all times be held by different persons. Section 3.2. Duties of the President: The President shall preside over all meetings of the Board of Directors and shall discharge such other duties as may be prescribed from time to time by the Board of Directors. In the absence of the President, the Secretary shall preside over meetings. In the absence of the President and the Secretary, the Treasurer shall preside over meetings. Section 3.3. Duties of the Secretary: The Secretary shall keep the minutes of the meetings of the Board of Directors and of any standing or temporary committees thereof, shall see that all notices are duly given in accordance with the provisions of these Bylaws, the Articles of Incorporation or as required by law; shall be custodian of the corporate records and the seal of the corporation; shall see that the seal of the corporation is affixed to all documents of the execution of which on behalf of the corporation under its seal is duly authorized or required by -_....~ .---.....,.... ., WCTV Bylaws Page 4 law; and shall perfonn such other duties as are incident to the office of the Secretary or as from time to time may be requested by the Board of Directors. Section 3.4. Duties of the Treasurer: The Treasurer shall be the legal custodian of all corporate funds and securities. The Treasurer shall deposit all funds in the name of the corporation in such bank or banks as the Board of Directors by resolution shall specify. The Treasurer shall keep proper account books and perfonn such other duties as may be imposed upon the office by the Board of Directors and as may be incident to the Office of Treasurer. Section 3.5. Additional Officers: The Board of Directors by resolution may create such additional and special offices as may be considered necessary or desirable in addition to those hereinabove described. The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board of Directors by resolution shall provide. ARTICLES IV - CORPORATE SEAL The seal of this corporation, if any, shall be in such fonn as the Board of Directors may adopt, and after adoption of the seal, if adopted, the Directors shall cause an impression to be made hereon. ARTICLE V - SIGNATURE AUTHORITY All checks, notes, mortgages, leases, assignments, negotiable instruments and contracts shall be signed by such person or persons as the Board of Directors, by resolution, may direct from time to time. ARTICLE VI - INDEMNITY The corporation shall indemnify its Directors, Officers, employees and agents, and the heirs and personal representative of such persons, in the manner and to the extent pennitted by applicable principles of statutory or common law. ARTICLE VII - AMENDMENTS These Bylaws may be amended at any regular or special meeting of the Board of Directors, for which proper notice of consideration of such action shall be given, by the affinnative vote of a majority of all voting members of the Board of Directors. " WCTV Bylaws Page 5 ARTICLE VIII - TAX EXEMPT STATUS Notwithstanding any other provisions of these Bylaws, no Director, officer, employee or representative of this corporation shall take any action or carry out any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Intemal Revenue Code and its Regulations as they now exist or as they hereafter may be amended. ARTICLE IX - COMMUNITY SERVICE In carrying out its authorized activities, the corporation shall make every reasonable effort to: (a) Seek and identify people with interest and encourage them to use facilities and channels over which the corporation has jurisdiction to express their interests, concerns, ideas and aspirations. (b) Provide training in cable communication production for individuals and community groups. (c) Help individuals and community groups to develop and produce programs for cablecasting. (d) Assure the availability of cable communication production facilities, pursuant to prescribed rules goveming the use of such facilities. (e) Assure the noncommercial, nondiscriminatory, use of facilities and channels over which the corporation has jurisdiction. (f) Encourage the use of facilities and channels over which the on has jurisdiction to express divergent ideas and opinions on the broadest range of subjects. ADOPTED BY THE BOARD OF DIRECTORS 41110/1{' If'f~ BY '&-.e II- I!hflYJlfAL)- President Board of Directors Community Access Television, Inc. .. .,. .