Bylaws of Architecture Radio

Bylaws of Architecture Radio

 

Article I: Name, Seal and Offices

Section 1.1. Name
The name of the Corporation is Architecture Radio (hereinafter referred to as "the Organization").

Section 1.2. Seal
The seal of the Organization shall be circular in design and include the name and the words "Incorporated 2003 State of California" or the equivalent.

Section 1.3. Offices
The registered office of the Organization shall be in San Francisco, California. The Organization may also have offices in other places, either within or outside of the State of California, as the Council of the Organization may from time to time authorize.

Article II: Nature of the Corporation

Section 2.1. Purposes and Activities
As provided in the Articles of Incorporation, the Organization is organized for the purposes of engaging, as a non-profit entity, exclusively in charitable, educational and scientific activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as the same may from time to time be amended or superseded.

The purpose of this corporation is to record, broadcast and archive public lectures and discussions on art, architecture, urban design, engineering, building science and related subjects pertaining to the design of the built environment; and, promote discussion and debate with respect to contemporary problems of designing.

Section 2.2. Powers
Subject to any limitations set forth or powers specifically conferred in the Articles of Incorporation or these Bylaws, the Organization shall have the powers granted under the State of California Corporations Code, as it may from time to time be amended, to corporations organized pursuant to that Code.

Section 2.3. Prohibited Activities
As provided in the Articles of Incorporation and these Bylaws, the Organization shall be subject to the following limitations:

  1. The Organization shall not be conducted for profit.
  2. No part of the property or net earnings of the Organization shall inure to the benefit of any officer, or director, or organization which is an affiliate of the Council, nor shall any officer, director or private individual or his private property be liable for the obligations of the Organization. Nothing herein shall prevent the payment of reasonable compensation for services actually rendered to or on behalf of the Organization.
  3. The Organization shall not make any loans to its officers or Board of Directors, or organizations which are affiliates of the Council, or their employees, or to private individuals. Any officer or director who votes for, assents to, or participates in the making of a loan or advance to any officer or director shall be jointly and severally liable for the amount of such loan until its repayment.
  4. The Organization shall not exercise any power nor engage in any activity that would prevent it from obtaining exemption from federal income taxation as a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954, as the same may from time to time be amended or superseded, or cause it to lose its exempt status under such exemption.
  5. No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
  6. The Organization shall not participate in or intervene in any political campaign on behalf of any candidate for public office, including the publishing or distributing of statements.
  7. On dissolution or final liquidation of the Organization, any assets remaining in the corporation after payment of all liabilities, shall be distributed by vote of the Board of Directors to any non-profit corporation or association which shall at the time be exempt or qualified for exemption under Section 501(c)(3) of the Internal Revenue Code of 1954.

 

Article III: Members

Section 3.1. Classes of Membership
Membership shall consist of the Board of Directors.

Article IV: Board of Directors

Section 4.1. General Power and Authority
The property, affairs, business and activities of the Organization shall be managed and conducted by the Board of Directors (hereinafter sometimes referred to as "the Board") which shall be self-perpetuating as hereinafter provided.

Section 4.2. Number of Directors
The number of the Board shall be no less than (3) and no more than nine (9) members and shall include the President of the Organization, Secretary, Treasurer, and up to six members at large. Members shall be elected by the Council at its annual meeting. With the exception of the President and Vice President, members shall be elected for one-year terms to expire at the next succeeding annual meeting.

Section 4.3. Continuation in Office
After the expiration of the elected term, a Director shall, except in the event of resignation, death, incapacitation or removal, continue to hold office until a successor is elected.

Section 4.4. Vacancies
A vacancy existing by reason of the resignation, death, incapacity or removal of an elected Director before the expiration of his term shall be filled by appointment at any meeting of the Board.

Section 4.5. Resignation
A Director may resign at any time by giving written notice to the Chair of the Board, the President or the Secretary. Any resignation shall take effect at the time received unless another time is specified in such notice. Unless otherwise specified in such notice, the acceptance of a resignation shall not be necessary to make it effective.

Section 4.6. Qualifications of Directors
A Director shall have, at minimum, educational qualifications and professional experience as an architect, landscape architect, urban planner or engineer; or, be engaged in research or professional activities related to the design of human living environments, or the education of architects, landscape architects, urban planners or engineers.

Section 4.7. Chair of the Board
The Board may choose from among its members a Chair of the Board who shall, if present, preside at all meetings of the Board.

Section 4.8. Removal of Directors
Directors elected by the Council may be removed by vote of a majority of all of the members of the Council whenever in their judgment the best interests of the Organization will be served thereby or the Director has failed to meet standards which may be set up by resolution by the Board for qualifications and conduct of Directors.

Article V: Committees of the Board

Section 5.1. Committees
The Board may, by resolution adopted by a majority of the Directors holding office, designate and appoint such committees, which shall consist of not less than two (2) Directors, and may assign to any such committee such functions, not inconsistent with applicable law, the Articles of Incorporation or these Bylaws, as the Board may deem appropriate.

Section 5.2. Executive Committee
The Board may, by resolution adopted by a majority of the Directors holding office, establish an Executive committee, to consist of not less than three (3) of the Directors, including the President of the Organization. To the extent specifically provided by resolution of the Board, and to the extent not inconsistent with applicable law, the Articles of Incorporation and these Bylaws, the Executive Committee shall have and may exercise the authority of the Board in the management and conduct of the property, affairs, business and activities of the Organization.

Article VI: Meetings of the Board

Section 6.1. Place of Meetings
The Board may hold its meetings at such places, within or without the State of California, as the Board may from time to time determine.

Section 6.2. Organizational Meeting
Promptly after incorporation of the Organization, there shall be an initial organizational meeting of the Board of the Organization which shall be the first annual meeting.

Section 6.3. Annual Meeting
The annual meeting of the Board shall be held on the first Friday in the month of May of each year, following the year of incorporation, or if such date is a business holiday at the place of meeting, on the next succeeding business day, or on such other day as the Board may determine.

Section 6.4. Action at Annual Meetings
At each annual meeting, the Directors shall recommend the budget for the ensuing fiscal year, and take such other actions as may be necessary or appropriate for the management and conduct of the business and affairs of the Organization for the succeeding year.

Section 6.5. Regular Meetings
The Board may by resolution establish a schedule of regular meetings of the Board to be held at such times and such places as they may determine, of which, if the resolution so provides, no special notice shall be required.

Section 6.6. Special Meetings
Special meetings of the Board shall be called by the Chair of the Board or the President, and shall be called by the Secretary upon the written request of three (3) or more Directors or at the direction of the Chair of the Board or the President.

Section 6.7. Notice of Meetings and Waiver
Notice of each meeting of the Board, other than a meeting for which other provision with respect to notice is made in a resolution adopted pursuant to Section 6.5, shall be mailed to each Director, at his or her address last appearing on the records of the Organization, on or before the seventh (7th) day before the day on which the meeting is to be held, or shall be sent to him at such place by electronic mail, on or before the fifth (5th) day before the day of the meeting, or shall be delivered to him personally on or before the third (3rd) day before the day of the meeting. Each such notice shall specify the place, day and hour of the meeting, and the general nature of the business to be transacted. Notice of any meeting may be waived by any Directors in writing, or by electronic mail, either before or after the holding of such meeting. Notice of a meeting shall be deemed waived by attendance of a Director at such meeting unless he signifies at such meeting that his attendance is for the purpose of objections thereto on the ground that the meeting was not lawfully called or convened.

Section 6.8. Quorum, Manner of Acting and Adjournment
The presence of a majority of the Directors attending in person or through teleconferencing shall constitute a quorum for the transaction of business and the passing of motions. All decisions will be by majority vote of those present at a meeting in which a quorum is present. If less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting on occasion without further notice.

Section 6.9. Manner of Acting
Except as otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the acts of a majority of the Directors then holding office present at a meeting at which a quorum is present shall be the acts of the Board, provided that

  1. a Director whose term expires at the conclusion of an annual meeting shall, unless he sooner resigns or is removed, be considered for quorum purposes as holding office and be eligible to vote on all matters including the appointment of Directors until the conclusion of such meeting or, is his successor (whether himself or another person) is not elected at such meeting, until the conclusion of the meeting at which his successor shall be elected
  2. a Director may not be represented or vote by proxy
  3. unless otherwise required by law, no vote need be by written ballot

 

Section 6.10. Conduct of Meetings
The Chair of the Board shall preside at meetings of the Board. In the absence of a Chair of the Board, the President shall preside. In the absence of the Chair and the President, a Chair shall be elected by the members present. The Secretary of the Organization, or in his or her absence a person designated by the Chair, shall act as secretary of the meeting.

Section 6.11. Committee Meetings
Unless otherwise specified by the Board, the presence of a majority of the members of a committee shall constitute a quorum. In other respects, the calling and conduct of meetings of a committee of the Board shall, to the extent not otherwise specified in the resolution of the Board establishing such committee, be governed by such of the foregoing provision of this Article as are applicable. Minutes of proceedings of each committee shall be kept, and copies thereof shall be filed with the Secretary of the Organization. Any action taken and recommendation made by any committee shall be reported to the Board at is meetings next succeeding the taking of such action or the making of such recommendation.

Section 6.12. Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all of the members of the Board or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or of such committee. Such consent may be signed in counterparts by each member of the Board of Directors or of any committee, which shall be taken together as a whole, and shall have the same force and effect as a unanimous vote of the Board or of the committee, as the case may be.

Section 6.13. Compensation
The Board of Directors may, by resolution, provide for compensation of the Directors, at a per diem rate, for services as such, including attendance at meetings of the Board or any committee thereof, and for reimbursement for actual expenses incurred in rendering such services. Nothing herein contained shall preclude any Director from serving the Organization in any other capacity or from receiving compensation for any such service, if approved by the Board of Directors.

Article VII: Council of the Organization

Section 7.1. Members of the Council
Individual members of the Council of the Organization shall be designated by each affiliate of the Organization in good standing, as set forth in Section 3.2, and shall be full time employees of each such Organization affiliate. Alternate members for each seat of the Council may be designated in advance, in writing, by an affiliate of the Organization, and such a substitute member may attend Council meetings in the absence of the regular member and exercise all of the powers and voting rights of the absent regular individual member.

Section 7.2. Meetings of the Council
The Council shall meet at least annually on the same day and at the same place as the annual meeting of the Board of the Organization. At that meeting, a majority of the members of the Council, or their alternates, either present or represented by a nonvoting proxy, shall be a quorum for such meeting, provided that at least 25% of the members or alternates be present at the meeting; and the members shall elect such officers and appoint such committees of the Council as it in its discretion may determine necessary. At such annual meeting of the Council, the President and Treasurer of the Organization shall report upon the affairs and activities of the Organization during the preceding year, and the members shall have the right freely to inquire of the Directors and officers as to the condition, affairs and activities of the Organization and to make recommendations and suggestions pertaining thereto. Notices of Council meetings shall be mailed to each member on or before the twenty-eighth (28th) day before the day on which the meeting is to be held.

Section 7.3. Powers and Duties of the Council of the Organization
As set forth in the Articles of Incorporation of the Organization and in these Bylaws, the members of the Council shall have the power, by majority vote, to elect said Directors. By a two thirds vote of the members of the Council representing affiliates of the Organization in good standing, the Council shall approve, on recommendation of the Board of Directors, amendments to the Bylaws and Articles of Incorporation of the Organization, approval of projects over $1 million dollars, and the dissolving or merging of the Organization or the disposition of its major assets.

Article VIII: Officers

Section 8.1. Principal Officers
The principal officers of the Organization shall be a President, Secretary and a Treasurer. The officers need not be Directors.

Section 8.2. Other Officers
The Board of Directors may provide for and appoint other officers of the Organization, including Vice President, Assistant Secretaries, and Assistant Treasurers.

Section 8.3. Election, Term of Office
The officers shall be elected by the Council of the Organization, at the annual meeting of the Council in each year, for one year terms to expire at the next succeeding annual meeting. An officer shall hold office, after the expiration of his term, until his successor shall have been duly elected or he shall have sooner resigned or been removed.

Section 8.4. Removal
Officers elected by the Council may be removed by a majority of Council members in good standing whenever in their judgment the best interests of the Organization will be served thereby, provided that such removal will be without prejudice to the contract rights, if any, of the person so removed.

Section 8.5. Resignation
An officer of the Organization may resign at any time by giving written notice of his resignation to the Chair of the Board, the President or the Secretary. Any such resignation shall take effect at the time received unless another time is specified in such notice, and unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 8.6. Vacancies
Any vacancy in any office owing to resignation, death, incapacity, removal or any other cause may be filled by the Board of Directors at any annual, regular or special meeting thereof.

Section 8.7. Compensation
The compensation, if any, of officers elected by the Council shall be fixed from time to time by the Board.

Article IX: Duties of Officers

Section 9.1. President
The President shall be the Chief Executive Officer of the Organization. Subject to the direction and control of the Board, the President shall have general and active supervision over the property, business and affairs of the Organization and over its several officers. In general, he or she shall have all the authority and perform all the duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be assigned to him or her by the Board. The President shall prescribe the duties of all officers and employees of the Organization in addition to such duties as are set forth for officers in these Bylaws or are specified by the Board. He or she shall, subject to such limitations as the Board may impose, including budgetary limitations, have power to hire and dismiss employees and agents of the Organization other than the officers. In the absence of the Chair of the Board, the President shall act as Chair at meetings of the Board.

Section 9.2. Secretary
The Secretary shall:

  1. see that all notices are duly given in accordance with law and these Bylaws;
  2. be custodian of the seal of the Organization and affix such seal to all documents the execution of which, on behalf of the Organization under its seal, is authorized by the Board of Directors or the Council or by an officer or agent of the Organization to whom power to authorize the affixing of such seal shall have been delegated;
  3. keep, or cause to be kept, in books provided for the purpose, minutes of the meetings of the Board of Directors and of each committee of the meetings of the Board of Directors;
  4. see that the books, reports, statements and all other documents and records required by law are properly kept and filed;
  5. sign such instruments as require the signature of the Secretary;
  6. in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

 

Section 9.3. Treasurer
The Treasurer shall:

  1. have charge and custody of, and be responsible for, all funds and securities of the Organization, and deposit all such funds in the name of the Organization in such banks, trust companies or other depositories as shall be selected by the Board of Directors;
  2. keep and maintain adequate and correct accounts of the Organization's properties and business transactions, including account of its assets, liabilities, receipts disbursements, gains, losses, capital and surplus;
  3. exhibit at all reasonable times the books of account and records to any Director or affiliate of the Council of the Organization during business hours at the office of the Organization where such books and records are kept;
  4. receive, and give receipt for, moneys due and payable to the Organization from any source whatsoever;
  5. render a statement of the condition of the finances of the Organization at all meetings of the Board of Directors, and a full financial report at the annual meetings of the Board and of the Council of the Organization;
  6. in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Council or the President.

 

Section 9.4. Other Officers
If the Board of Directors appoints any other officer, such officer shall have the duties incident to the office to which he is appointed and such other duties as the Board may specify.

Article X: Financial and Administrative Provisions

Section 10.1. Fiscal Year
The fiscal year of the Organization shall begin on January 1, and end on December 31.

Section 10.2. Financial Review
The Board of Directors shall annually designate, and direct the officers to engage, a certified public accountant to perform a financial review of the accounts of the Organization and make an annual report to the Board.

Section 10.3. Report
The officers shall, within ninety (90) days after the end of each fiscal year, render to the Board of Directors an annual report including a balance sheet as of the last day of the year and a profit and loss statement for the year, and shall cause such report to be reviewed by an independent public accountant.

Section 10.4. Fidelity Bonds
The Board of Directors shall in its discretion obtain adequate bonds or other insurance to secure the faithful performance of their duties by the officers and by any other person receiving or disbursing moneys or other property of the Organization.

Section 10.5. Execution of Contracts
The President acting with the Secretary may enter into any contract or execute and deliver any contract or other instrument in the name and on behalf of the Organization, unless the Board shall otherwise determine. The Board may authorize any other officer, employee or agent, in the name of and on behalf of the Organization, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or by the Board, no officer, employee or agent shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 10.6. Deposits and Accounts
All funds of the Organization not otherwise employed shall be deposited from time to time in general or special accounts in such banks, trust companies or other depositories as the Board may select, or as may be selected by any committee or by any officer or officers to whom such power from time to time may be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Organization, checks, drafts and other orders for the payment of money which are payable to the order of the Organization may be endorsed, assigned and delivered by any officer, employee or agent of the Organization.

Section 10.7. Checks, Drafts, Etc.
All checks, drafts, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed by such officer or officers, employee or employees, agent or agents of the Organization and in such manner as shall from time to time be determined by the Board or by any committee or officer to whom authority so to determine has been delegated by the Board.

Section 10.8. Loans and Advances
To the extent the Board may specifically authorize, the President or the Vice President and the Secretary or the Treasurer, acting together, may effect loans and advances at any time for the Organization from any bank, trust company or other person, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Organization, provided that, for purposes of giving security for any such loan or advance, no officer shall mortgage, pledge, hypothecate or transfer any property whatsoever owned or held by the Organization except when specifically authorized by resolution of the Board or a committee to whom the authority has been delegated by the Board, and consented to by two-thirds of the members of the Council of the Organization.

Section 10.9. Regulations of the Board
The Board shall, by resolution, promulgate regulations with respect to the maximum amounts of transactions that may be undertaken or authorized to be undertaken by any employee or agent without authority from an officer, by an officer without authority from the President, or by the President without authority from a committee of the Board.

Article XI: Indemnification

Section 11.1. Indemnification
The Organization shall indemnify any and all of its present or former Directors and officers and members of the council of the Organization against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been Directors or officers, or members of the council of the Organization, except in relation to matters as to which any such present or former Director or officer or member of the council of the Organization shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

Section 11.2. Insurance
The Organization may purchase and maintain insurance on behalf of the Organization or any person who is or was a Director, officer, member of the Council, employee or agent of the Organization, or is or was serving at the request of the Organization as a director, trustee, officer, employee or agent of another corporation, association, trust, partnership, joint venture or other entity, against any liabilities asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Organization would have the power to indemnify him against such liability under the provisions of this Article or the law of the State of California.

Article XII: Amendment

Section 12.1. Amendment
These Bylaws may be amended by two-thirds majority of the members of the Board then in good standing. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.