The Foundation shall have three categories of membership: Statutory (Trustee), Associate and General.

There shall be at least 16 Statutory (Trustee) Members of the Foundation:

Any person, firm, corporation, business, organization or other entity subscribing to the purposes of the Foundation and supports the Foundation may be admitted to Associate Membership by a vote of the Board of Trustees. The Board of Trustees shall determine the eligibility criteria for the rights and benefits of membership for Associate Members. All Associate Members shall have the right of notice of and attendance at meetings of the Foundation and the Board of Trustees. Associate Members shall have no voting rights at Board of Trustee meetings. Associate members have the right and will be expected to serve on committees as assigned.

A notice of the Annual Meeting or any Special Meeting shall be made in writing (regular mail or email) to all Statutory (Trustee) and Associate Members at least 10 days prior to the Meeting.

A simple majority of one more than half of the Members of the Board of Trustees shall constitute a quorum for the purposes of voting. Each Statutory Member shall have one vote on all matters that have been brought before the meeting. Eligible voters may vote in person, by phone or by written notice. A notice of intention to vote by phone or writing must be submitted to the Board of Trustees five days before the scheduled meeting at which the vote will take place.

Associate membership shall continue as long as the Associate remains in good standing.

The Board of Trustees shall have and may exercise all of the powers of the Foundation.

The governing body of the Foundation shall be a Board of Trustees consisting of at least sixteen (16) persons. Unless changed by vote of the Board of Trustees, a term of office for a Trustee shall be four (4) years and will expire at the Annual Meeting of the Foundation or Special Meeting held in place thereof.

One quarter of the Trustee terms will expire each year beginning with 2005. The expirations in any given year will include one person from each of the categories of Trustees except that the Business and Education areas shall alternate expiration dates to be established.

Twenty seven (27) days prior to the Annual Meeting of the Foundation, the Nominations Committee shall solicit nominations for vacancies on the Board of Trustees from Statutory and Associate members. The Nominations Committee shall compile a slate of candidates from the nominations for selection to the Board. The Trustees then in office shall elect from the slate to fill all vacancies at the Annual or Special Meeting.

4. Resignation or Removal

A Trustee may resign by delivering a written resignation to the Foundation's President or to any Officer of the Foundation. Such resignation shall be effective upon acceptance by the Board of Trustees and the election or appointment of his or her replacement.

Any Trustee proposed for removal shall have at least ten (10) days notice in writing prior to the meeting at which the vote will occur.

If, after review, there was justifiable excuse, as deemed by the Executive Committee, the removal order shall be revoked.

In addition to removal due to lack of attendance, a Trustee may be removed for the following:

For removal for the reasons above, a standard of proof must be met to ensure that removal is neither arbitrary nor motivated by any other purpose.

No member of the Foundation's staff shall serve as a member of the Board of Trustees. No close relative of a Board member may be an employee of the Foundation.

At least six (6) regular meetings of the Board of Trustees shall be held during the fiscal year. Special meetings of the Board of Trustees may be held at any time and place as called by the President, Vice President, Treasurer, Secretary or one third of the Trustees. Notice of a special meeting shall be given to each Trustee by the Officer or Trustee(s) calling the meeting 24 hours in advance of the meeting. The notice should also state the purpose of the meeting.

Board members and staff members in decision-making roles should make known their connections with groups doing business with the Foundation. This information should be provided as appropriate and at least annually. Board members who have an actual or potential conflict of interest should not participate in discussions or vote on matters affecting transactions between the Foundation and the other group. Staff members who have an actual or potential conflict should not be substantively involved in decision-making affecting such transactions.

10. Trustee Emeritus

The Board of Trustees may elect a Trustee Emeritus from among former Board members to recognize long term service and to have the continued benefit of his/her experience and counsel. A Trustee Emeritus must be nominated by the Nominations Committee and elected by a majority vote of the Board. A Trustee Emeritus may participate in meetings but have no vote on ordinary business. He or she may vote on items designated as "Major Policy" if the Board by a majority vote approves his/her voting on an issue.

During the weeks immediately following the Annual Meeting and the election of Trustees, the Nominations Committee shall widely seek recommendations as to which Trustees are to be nominated to serve as Officers of the Foundation. The Nominating Committee shall then review these recommendations and determine a slate of Officer nominees to be presented for first reading at the Trustees meeting closest to December 1. The floor will be opened to Trustees and Associates for additional nominees by office to be held. The election of Officers by individual office shall occur at the Trustees Meeting in January by a vote of the Trustees following the reading of all Nominees for each office. The term of office for each Officer shall be one year in duration.

The Secretary of the Foundation shall issue notices of all meetings and shall send such official notices as may be directed by the Board.

The Secretary shall be responsible for all correspondence of the Board and for keeping records of meetings of the Board.

Each officer shall, subject to these Bylaws, have in addition to the duties and powers specifically set forth in these Bylaws, duties and powers as are customarily incident to his or her office and such duties and powers as the Board of Trustees may from time to time designate.

Any Officer may resign by delivering a written resignation to the Foundation at its principal office or to any other officer. Such resignation shall be effective upon acceptance by the Board of Trustees. The Board of Trustees may remove an Officer by a two-thirds vote of all Trustees on the Board at that time.

A vacancy in any duly constituted office may be filled by vote of the Board of Trustees whenever it occurs.

Officers of the Foundation shall receive no compensation for their services as officers of the Foundation. However, an officer may, if authorized by the Board, be reimbursed for necessary expenses, including travel expenses, reasonably incurred by the Officer in the performance of his or her duties as an Officer.

The Executive Committee shall be comprised of the Chairperson of each Standing Committee and the Officers of the Foundation. The President shall serve as Chairperson of the Executive Committee. During intervals between meetings of the Board of Trustees, the Executive Committee may exercise all powers of the Board of Trustees including management and direction of the affairs of the Foundation in all cases in which specific direction has not been given by the Board of Trustees.

All actions by the Executive Committee shall be reported to the Board of Trustees at its next meeting. The Secretary shall keep minutes of Executive Committee meetings. One third of the members of the Executive Committee shall constitute a quorum and in every case the affirmative vote of a majority of the entire Executive Committee, in person or by proxy, shall be necessary for the passage of any resolution.

The Executive Committee shall review the upcoming year’s goals and objectives. In addition, personnel practices, job descriptions, salary rates, benefits and related personnel matters shall be reviewed each year.

4. Finance/Development/Strategic Planning Committee

The Finance/Development/Strategic Planning Committee shall be responsible for the overall fiscal health of the Foundation, including income generating and capital accumulation strategies. The Committee shall prepare and recommend the annual budget for the Foundation prior to the start of the fiscal year, based on goals and priorities decided by the Board of Trustees. The Committee shall review the annual financial statements, approve annual audit reports, and recommend to the Board of Trustees the fees to be paid to independent certified public accountants. The Committee shall monitor and report budget performance and the effectiveness and adequacy of the Foundation's interval accounting controls. The Committee shall also report on any errors, omissions, criticisms or recommendations contained in the reports from the independent certified public accountant relative to the annual audit report.

The Committee shall develop and implement fund raising strategies and recommend an annual fund raising plan as well as special fund raising to the Board of Trustees. The Committee shall also enlist other members of the Board and Associate members to assist in the implementation of a specific project.

The Committee shall seek to establish new access centers and new modes of community access. The Committee shall continue to review the overall organization, the range of services and new technologies and their impact on the Foundation.

The Grievance Committee will hear complaints from members and staff of the Foundation and other individuals relating to claims of unfair treatment, rules violation, and improper management decisions.

Complaints shall be submitted to the Committee in writing only after being pursued thoroughly with Foundation management.

The Committee reserves the right to refuse to pursue matters which it believes to be trivial, irrelevant or beyond its scope.

The Committee shall develop and implement strategies for providing information about the Foundation and its specific programs.

The Committee shall recommend an annual Marketing and Community Relations plan and, upon adoption, shall enlist members of the Foundation to assist in the implementation of said plan.

The Membership Committee shall develop and implement strategies for developing a broad-based membership including institutions and individuals in support of the Foundation's mission.

The Nominations Committee shall nominate Trustees in accordance with the provisions within these bylaws.

The Personnel Committee shall be responsible for the development of staffing rosters of both paid professional and support staff personnel and of volunteer staff necessary to carry out all activities of the Foundation. The Committee shall prepare detailed job descriptions and application materials for these positions. These tentative rosters, job descriptions and application materials shall be submitted to the Board of Trustees for review and approval. The Committee shall widely advertise each position approved by the Board, seeking resumes and completed applications from a wide range of applicants. The Committee shall review all applications submitted for each position; collectively determine a group of the best candidates for each position and invite these candidates to be interviewed by the Committee; conduct interviews; check references for candidates to be recommended for appointment; and submit a priority ordered list of recommended candidates to the Executive Committee for review prior to the recommendation for hiring being submitted for action by the Board of Trustees.

Once the professional, support and volunteer staff has been assembled, the Committee shall work with the General Manager of the Foundation and an assigned staff member to establish recordkeeping procedures related to employment/appointment materials for all personnel. The maintenance of such records shall be the responsibility of the General Manager of the Foundation, said records to be safeguarded in the Foundation office. Should an opening occur in an approved staffing roster, the Committee, upon the direction of the Board of Trustees, shall work with the General Manager of the Foundation and appropriate staff member(s) to institute the established procedures to find the best candidates to be recommended to the Board of Trustees for filling said opening.

The Programming/Access Use Committee shall be responsible for ensuring that a wide variety of programming addressing the interests and needs of the community is available. This may be accomplished through the production or the acquisition of such programs.

The Committee shall consider the balance and scope of programming produced by individuals, institutions and by the Foundation itself.

The Committee shall develop relevant policy recommendations for the Board of Trustees which encourage the development and production of public access, educational and cultural arts services.

11. Other Committees

The Board of Trustees may create such other committees and delegate such responsibility to such committees as deemed desirable and permissible from time to time.

The Board of Trustees of the Foundation may appoint an Advisory Board comprised of concerned members of the Foundation including Statutory, Associate and General Members, consumers and other members of the community. The Advisory Board shall serve as a working group and may propose new policies to the Board of Trustees for its approval.

The Board of Trustees of the Foundation may appoint a General Manager.

The General Manager shall have the responsibility and authority to manage and operate the Foundation's affairs in accordance with the general policies and directions specified by the Board of Trustees and the Executive Committee. He or she shall hire, dismiss and supervise the daily operations of employees of the Foundation. The General Manager shall have such additional duties and authority as the Board and the Executive Committee may prescribe. The General Manager shall report directly to the President and be entitled to compensation for his or her services. The General Manager shall not be deemed a member of the Board or a member of the Executive Committee.

The account books of the Foundation shall be audited by an independent certified accountant retained by the Board of Trustees.

A report of such audit shall be filed with the records of the Foundation. A summary of the report shall be made available to the Board of Trustees and Associate Members.

All deeds, leases, transfers, contracts, bonds, notes and other instruments are authorized to be executed by Officers of the Foundation on Its behalf. All such instruments shall be signed by the President, a Vice President, and Treasurer.

The Board of Trustees may from time to time authorize contributions to be made by the Foundation, in amounts determined to be reasonable and in keeping with the mission of the Foundation. No contribution shall be made to any Statutory Member of the Board of Trustees or member of the Executive Committee or Foundation staff.

Any part of these bylaws may be altered, amended or repealed by two-thirds vote of the Trustees in attendance at a regular meeting or special meeting of the Board duly called for that purpose, providing that a notice of the substance of such change is mailed to the Trustees at least seven days prior to the meeting.

No Trustee or Officer of the Foundation may participate in the evaluation, review, or approval of any application or other matter in which he or she has a direct interest. The Board of Trustees shall determine whether an Officer or Trustee shall be disqualified from participating in any specific matter.

Grants and other transactions shall be conducted at arm's length and shall not violate the proscriptions in the Articles or Bylaws of the organization or any other applicable prohibition against the Foundation’s use or application of its funds. No loan or transaction shall be entered into if it would result in the Foundation being denied or losing its State or Federal tax exempt status.

The Board of Trustees shall develop rules ensuring public access for residents and other groups on an equal non-discriminatory basis.

The Seal of the Foundation shall consist of a flat-faced engraved die with the name of the Foundation, its State of Incorporation, and the year of its organization.

10. Non-Discrimination

Selection of the Board of Trustees, Officers, Associate Members, volunteers and staff shall not be based on race, color, religion, age, sex, national origin or sexual preference, marital status or handicapping conditions.

11. Indemnification

No person except for the President or the General Manager (if one has been appointed by the Board of Trustees) shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Foundation, without first having obtained the approval of the Board of Trustees. Such authorization shall cover statements that can be reasonably expected to be made to the media, governmental officials, community organizations, individual citizens, et al.

Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Foundation, shall first make it clear that he or she is representing the Foundation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Foundation. He or she shall not, at the same time, present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views. However, the Foundation, its Trustees and officers shall be "held harmless" and shall not be responsible for or bound by any statements(s) made inadvertently, in error or without authorization by anyone associated with the Foundation (Trustees, Associates, General Members or staff) or anyone outside the Foundation.