ARTICLE I.
MEMBERSHIP
Section 1. The Members of this Commission are the cities listed below:
Blaine Ham Lake Lino Lakes
Centerville Lexington Spring Lake Park
Circle Pines
Section 2. Additional Members of the Commission may be added pursuant to the terms of a “Joint and Cooperative Agreement For The Administration of A Cable Communications System,” creating this Commission, to which the Members are party.
ARTICLE II.
DEFINITIONS
Section 1. For the purpose of these bylaws, the terms defined in this article have the meanings given them.
Section 2. “Agreement” means the Joint and Cooperative Agreement For The Administration Of A Cable Communications System, creating this Commission.
Section 3. “Member” means a municipality which enters into the Agreement
Section 4. “Council” means the governing body of a Member.
Section 5. “Commission” means the Board of Directors created pursuant to the Agreement.
Section 6. “Executive Director” means a staff person that may be hired by the Commission for the purpose of providing administrative support to the Commission and day to day management of the Community Media Center.
Section 7. “Operations Committee” means a committee, made up of the administrators from each Member City , and the Executive Director as an Ex-Officio member, that meets for the purpose of providing day to day oversight and coordination of the Community Media Center operation, supervision and support of the Executive Director, and advice and counsel to the Commission.
Section 8. “Community Media Center” means the public access center formerly run by the cable company along with all related equipment and staff.
Section 9. All definitions included in Article IV of the Agreement are incorporated herein.
ARTICLE III.
DIRECTORS: VOTING
Section 1. The governing body of the Commission is its Board. Each Member is entitled to one director. Each director is entitled to at least one vote, as determined in accordance with the provisions of the Agreement.
Section 2. As provided in the Agreement, each director, who shall be a council member from the Member City, and at least one alternate director shall be appointed by resolution of the Council of each Member.
Section 3. Directors and alternate directors shall serve without compensation from the Commission, provided, however, directors shall be reimbursed $30.00 per Commission or Committee meeting, which they attend, for the purpose of defraying expenses associated with said meetings.
Section 4. A vacancy in the office of director shall be filled by appointment for the unexpired portion of the term of director by the Council of the Member whose position on the Commission is vacant.
Section 5. An alternate director from a Member may serve in lieu of a director representing such Member at any meeting of the Board is such director is not present at such meeting. If a director is also an officer of the Commission, however, the alternate to such director shall not be entitled to serve as such officer in the absence of the officer.
Section 6. There shall be no voting by proxy, but all votes must be cast by the director, or the duly authorized alternate, at a Commission meeting.
Section 7. The presence of four directors representing a majority of the total authorized votes of all directors shall constitute a quorum, but a smaller number may adjourn from time to time.
Section 8. A director shall not be eligible to vote on behalf of the director’s municipality during the time said municipality is in default on any contribution or payment to the Commission. During the existence of such default, the vote or votes of such Member shall not be counted for the purposes of these bylaws or the Agreement.
Section 9. All official actions of the Commission must receive a simple majority (51%) of all authorized votes cast on the issue at a duly constituted meeting of the Commission and the affirmative vote of four directors, or the affirmative vote of six directors.
Section 10. Failure of a Member to be represented at two consecutive meetings shall be reported to the Member’s Council.
ARTICLE V.
FINANCIAL MATTERS
Section 1. Commission and Media Center funds shall be expended by the Members in accordance with the procedures established by law for the expending of funds for Minnesota statutory cities. Legal instruments shall be executed with the authority of the Commission, by the Chair and the Treasurer.
Section 2. The financial contributions of the Members in support of the Commission shall be proportioned in accordance with the terms of the Agreement.
Section 3. Any Member may be permitted to inspect and copy the Commission books and records at any and all reasonable times.
Section 4. The fiscal year of the Commission shall be the calendar year.
Section 5. All budgets of the Commission and Media Center shall be formulated, submitted, approved and adopted in accordance with the terms of the Agreement.
Section 6. All books and records shall be kept in accordance with normal and accepted accounting procedures and principles used by Minnesota Statutory Cities.
ARTICLE VI.
OFFICERS
Section 1. The officers of the Commission shall be the Chair, Vice-Chair, Secretary, and Treasurer, each of whom shall serve for a one-year term, or until replaced by action of the Commission. Officers completing one full year term shall only succeed themselves once in another full one year term in the same office. The four officers shall all be members of the Executive Committee.
Section 2. The Chair shall be the chief presiding officer of the Commission. The Chair shall preside at all meetings of the Commission and the Executive Committee. The Chair shall have primary responsibility for seeing that all orders and resolutions of the Commission are carried into effect. The Chair shall be an ex-officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.
Section 3. The Vide-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such duties as the Commission shall prescribe.
Section 4. The Secretary shall attend all sessions of the Commission and Executive Committee and shall cause to be recorded all votes and the minutes of all proceedings in a minute book kept for that purpose. Such written record shall routinely be filed with the Members. The Secretary shall cause to be given notice of all meetings of the Board and of Committees, and shall perform such other duties as may be prescribed by the Board.
Section 5. The Treasurer shall have responsibility for custody of all funds of the Commission. The Treasurer shall cause to be kept all financial records of the Commission and for such other matters as shall be delegated by the Commission. The Treasurer shall cause to be rendered to the Board, at regular meetings of the Board, or whenever the Board may require it, an account of all the transactions of the Commission and an account of the financial condition of the Commission.
Section 6. The officers of the Commission shall give bond if required by the Commission, at Commission expense, with corporate sureties satisfactory to the Commission, for the faithful performance of their duties and for the restoration to the Commission, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in their possession or under their control belonging to the Commission.
Section 7. The Commission may appoint such other officers as it deems necessary. All such officers shall be appointed from the membership of the Commission.
ARTICLE VII.
COMMISSION MEETINGS
Section 1. Regular meetings of the Commission shall be held monthly on the third Wednesday of each month at 7:00 p.m. at a location designated by the Commission.
Section 2. Copies of the unapproved minutes of any meeting of the Board shall be distributed to each person to whom notice of the meeting is required to be sent under the provisions of these by-laws.
Section 3. Special meetings of the Commission may be called by the Chair, Executive Committee, or any three directors. The purpose of any special meeting shall be stated in the notice of the meeting, and business transacted at any special meeting shall be confined to the purposes stated in such notice.
Section 4. Written notice of regular meetings shall be mailed at least ten days prior to each meeting and written notice of special meetings shall be mailed at least three days prior to each such meeting.
Section 5. Notices of all meetings shall specify the time and place of such meetings. The time and place of all meetings called by the Chair shall be determined by the Chair. The time and place of special meetings called by others shall be determined by the persons calling the meetings.
Section 6. Written notice of all meetings of the Commission shall be sent to all directors, alternate directors and clerks of all Members as the same may appear on the records of the Secretary.
Section 7. Unless otherwise specified in the Agreement or in these by-laws, all meetings of the Board and all meetings of other committees of the Commission shall be conducted in accordance with Robert’s Rules of Order Revised.
Section 8. The Chair may from time to time determine the order of business for Board meetings. The usual order of business at such meetings shall be as follows:
A. Call to Order/Roll Call
B. Consent Agenda
C. Citizens to be Heard
D. Media Center Report
E. Report of the Executive Committee
F. Report of the Operations Committee
G. Report of Legal Counsel
H. Report of AT&T Broadband
I. New Business
J. Report of Directors
K. Communications
L. Adjournment
ARTICLE VIII.
COMMITTEES
Section 1. The Commission may appoint such committees in addition to those required by these by-laws and the Agreement, as the Commission shall, from time to time, deem necessary. Such committees shall be selected in the manner determined by the Commission.
ARTICLE IX.
AMENDMENTS TO BY-LAWS
Section 1. These by-laws may be amended at any regular or special meeting of the Commission provided that a ten day prior notice of the proposed amendment has been furnished to each person to whom notice of Board meetings must be sent pursuant to these by-laws. An amendment may be proposed in writing, filed with the Chair by a Member, by a director, or by the Commission on its own motion.
Section 2. A simple majority (51%) of all authorized votes cast at a duly constituted meeting of the Commission and the affirmative vote of four directors, or the affirmative vote of six directors shall be necessary to adopt any proposed amendment to these by-laws.
Section 3. In any instance where these by-laws are in conflict with the Joint and Cooperative Agreement for the Administration of a Cable Communications System, such Agreement shall control.
Section 4. These by-laws are effective upon their adoption by the Board.
Amended: 11/25/85, 3/23/87, 7/10/90, 2/5/92, 5/19/93, 12/31/98
