Our Bylaws

Article I. General

Section 1. This organization will be known as Fairbanks Open Radio, herein after referred to as FOR.

Section 2. The principal office of FOR shall be located in Fairbanks, Alaska.

Section 3. FOR purpose is to establish community media outlets, including the application, design, and operation of a noncommercial educational radio station.

Section 4. Mission: Fairbanks Open Radio is a commercial free nonprofit dedicated to bringing open and interactive media to Interior Alaska.

We promote:

• Peace, Justice, and Tolerance
• Representative Democracy
• Grassroots Action
• Local Sufficiency
• Environmental Responsibility
• Personal Accountability
• Individual Freedom
• Creativity and the Arts

Article II. Membership

Section 1. The members of FOR shall be known as "members." Membership is open to anyone who pays an annual fee as determined by the Board of Directors. Each member is entitled to one vote in member elections. The Board of Directors may determine various categories of membership. All members have the same rights and privileges.

Section 2. The Board of Directors may choose to waive the annual membership fee if any person, who in the last 12 months, has made a contribution of property or services valued by the Board as equivalent to the annual membership fee. Such persons shall be considered "members," for the length of time determined by the Board.

Section 3. The Board of Directors may choose to waive the annual membership fee for reasons of financial hardship for anyone who, due to disability or illness, cannot volunteer their time. Such persons shall be considered "members," for the length of time determined by the Board.

Section 4. Members shall be considered to be in "good standing" if they have paid the annual membership fee, or are considered members by any waiver granted by the Board of Directors (see sections 2 and 3 above).

Section 5. Members must be at least 16 years of age to vote in any election.

Section 6. No member shall have any right, title, or interest in any of the property or assets of FOR. Nor shall such property or assets be distributed to any member upon dissolution of the corporation.

Article III. Voting

Section 1. All members shall have voting rights in accordance with the provisions in this article.

Section 2. Members in good standing shall be able to vote for:

1. election of a specified number of Directors of the Board of Directors
2. election of a specified number of Community Advisory Board members

Section 3. For purposes of votes by members in good standing, no quorum shall be necessary.

Section 4. No proxies or cumulative voting will be allowed. Only one vote shall be allowed per person or per membership.

Section 5. Notice of nominations to the Board shall begin ninety (90) days prior to the general election and continue until nominations are closed. Notice shall be defined as posting in a prominent place at the station office, radio announcements and posting on the FOR website.

Section 6. To be placed on the ballot for election, an individual must have completed a nomination form and submitted it to the president of the Board of Directors no later than six (6) weeks prior to the posted election date.

Section 7. The selection of elected Board members shall be decided by a vote which shall be done by a paper ballot, postmarked or delivered in person to prearranged locations prior to the posted close of the election or delivered to the election committee at the annual meeting of the membership. The result of the vote shall be certified at the next regularly scheduled Board meeting and announced via radio announcements, posting in the station office and posting on the station website.

Section 8. Voting for the Board of Directors and the Community Advisory Board members shall be by the "instant runoff" method. Each member will rank candidates in order of preference.

Section 9. In the case of a tie vote, the president of the Board of Directors shall flip a coin to break the tie.

Article IV. Meetings

Section 1. There shall be an annual meeting of the membership, including the Board of Directors, to report on the proceedings and business of the year, to plan the business of the next fiscal year, to approve the annual budget and to elect a specified number of Board members.

Section 2. The Board of Directors may call other meetings of the membership as needed.

Section 3. The Board of Directors shall meet at regular monthly meetings or more frequently if necessary. There shall be a quorum of six (6) Board members to conduct business. The date and time of the upcoming meeting shall be set at the previous meeting.

Section 4. Board meetings will be open to the public. The Board will allocate time for member comments at the start of the meeting. The amount of time will be determined by the Board. During the open period, members in good standing may address the Board for up to five minutes.

Section 5. Executive sessions may be called by the Board of Directors to discuss confidential issues such as staff evaluations and compensation.

Section 6. Special meetings of the Board of Directors may be called by three of the Directors, or the president. Special meetings of the Board shall be held upon 2 days notice delivered personally or by telephone.

Section 7. Members may call a special meeting of the membership and Board of Directors by written demand of not less than twenty (20) percent of members in good standing. The demand shall be signed, dated and delivered to the secretary of the Board of Directors and shall describe the purpose(s) for which the meeting is being held. The meeting shall be scheduled in a reasonable amount of time, not to exceed forty five (45) days, after receipt by the secretary of the written demand. The Board of Directors shall designate an appropriate place for such meeting.

Article V. Board of Directors

Section 1. The governing body of FOR shall be the Board of Directors. The Board shall establish and approve long and short term goals, strategies and policies.

Section 2. The Board of Directors shall consist of 11 members with 3-year staggered terms. No restrictions will be placed on the number of terms a Director may serve.

Section 3. The intent of the Board of Directors is that it represent both a cross section of the community in general and of FOR members in particular. Board members should actively endorse FORâs mission and share the values that it represents. Potential Board members must also commit to working 15-20 hours per month for the FOR Board.

Section 4. Board membership shall be constituted as follows:

1. 6 members who shall be appointed by the Board
2. 5 members who shall be elected by the members

Section 5. Members must satisfy the eligibility requirements specified in Article II at least one year prior to the date of nomination or appointment to be eligible for Board membership.

Section 6. Paid employees of FOR are not eligible for Board membership.

Article VI. Responsibilities and Duties of the Board of Directors

Section 1. The Board of Directors is responsible for setting the policies of FOR, setting the policies for the hiring and firing of any staff members, establishing staff responsibilities, as well as overseeing the finances of FOR.

Section 2. The Board shall be responsible for the direction and financial policies of FOR.

Section 3. The Board shall set up standing committees that are necessary for the operation of FOR. The chair of each standing committee will be appointed by the president of the Board with the approval of the Board.

Section 4. Special committees may be set up as necessary.

Section 5. The Board shall be responsible for creating a strategic plan for FOR, to be reviewed on a yearly basis.

Section 6. The Board has the ultimate responsibility for what is broadcast on FOR and it is the responsibility of all Board members to encourage standards of broadcasting that ensure fairness, equal access and professional quality programming.

Article VII. Officers of the Board of Directors

Section 1. Officers of the Board shall be: president, vice president, secretary and treasurer. They shall be elected by the Board, each for a one year term, beginning the first meeting after Board elections.

Section 2. The president shall preside at all meetings of the Board and the annual meeting of the members. The president shall have other such powers and duties as may be prescribed by the Board.

Section 3. The vice-president shall preside in the case of the president's absence at any meetings, and shall have other duties as may be prescribed by the Board.

Section 4. The treasurer shall oversee the maintaining and keeping records of all business transactions. The books shall be available to the members at reasonable times. The treasurer shall provide a yearly financial report at the annual member meeting. The treasurer shall audit all fundraising activities and membership drives. The treasurer shall have other such powers and perform other duties as may be prescribed by the Board.

Section 5. The secretary shall be made responsible for taking minutes of all Board meetings and distributing them to Board members and posting them for staff and members. The secretary shall also be responsible for Board correspondence. The secretary shall have other such powers and perform other duties as may be prescribed by the Board.

Article VIII. Vacancies and replacement of Board members

Section 1. Failure to attend two consecutive meetings of the Board without explanation is grounds for removal from the Board.

Section 2. Failure of any officer to carry out the duties and responsibilities of their office is grounds for removal from that office.

Section 3. A 2/3 majority vote of the full Board is necessary for removal of any officer or Board member.

Section 4. All vacancies will be filled by Board appointment for the remainder of the term.

Article IX. Executive Committee

Section 1. The executive committee of this Board shall consist of the president, vice president, secretary and treasurer. The executive committee shall carry out any job assigned to them by the Board.

Article X. Committees

Section 1. Committees shall be formed by the Board and empowered as specified according to the needs of the Board. The Board shall be empowered to dissolve committees according to the needs of the Board.

Article XI. Staff

Section 1. The daily operations of FOR shall be carried out by staff, which shall direct and operate their respective areas of operations in accordance with the purposes of the corporation and the policies of the Board of Directors.

Section 2. The Board of Directors shall manage all personnel issues. The Board may delegate this responsibility to another person or committee.

Article XII. Community Advisory Board

Section 1. The Board shall support and maintain a community advisory Board for the purpose of providing effective member and public input into planning and decision making by FOR.

Section 2. The role of the community advisory Board shall be advisory in nature. The advisory Board shall report directly to the Board of Directors or to committees of the Board. The advisory committee shall make recommendations to the Board and shall participate in Board committees in an advisory capacity as requested by the Board. The advisory Board's recommendations shall not be binding on the Board. The advisory Board shall not have the power to vote on issues before the Board of Directors.

Section 3. Community Advisory Board membership shall consist of 11 members who shall be elected by members. The length of the term shall be 3 years, and there is no limit on the number of terms that a member may serve.

Section 4. Members must satisfy the eligibility requirements specified in Article II at least one year prior to the date of nomination or appointment to be eligible for Board membership.

Article XIII. Indemnification

Section 1. Any director or officer of FOR, whether or not then in office, shall be indemnified by FOR against all liabilities, costs and expenses reasonably incurred or imposed arising out of or in connection with any action, litigation or proceedings in which they may be involved due to their association with FOR. The protection is limited to the lawful conduct of responsibilities of any director or officer.

Article XIV. Amendments and Ratifications

Section 1. Amendments to the bylaws or articles of incorporation shall be presented to the Board at a regular meeting of the Board, shall be discussed at the next regular Board meeting, and shall be voted on at the next regular Board meeting following this discussion meeting.

Section 2. Ratification of any amendment shall be by a (3/4) three-fourths vote of the entire Board.

Article XV. Policy of non-discrimination

Section 1. FOR shall be non-profit and non-sectarian. There shall be no discrimination in membership, employment or services or programming due to race, color, sex, age, lifestyle, religion, national origin, sexual orientation or physical disability.

Article XVI. Conflict of Interest

Section 1. No Board member shall participate in decision making on any matter that may result in a financial advantage or gain to the Board member, his or her relatives, business or domestic partner. Decision making shall include advocating a position, lobbying or voting upon subjects before the Board or any of its committees.