Corporate By-Laws

 
BY-LAWS OF THE NARROWS BROADCASTING CORPORATION

ARTICLE I – OFFICES

The principal office of the corporation shall be located at
Petersburg, Alaska. The registered office of the corporation,
required by the Alaska non-profit corporation act to be maintained in
the state of Alaska, shall be at Petersburg, Alaska, and the address
of the registered office may be changed from time to time by the
Board of Directors.

ARTICLE II – MEMBERS

1. ANNUAL MEETING. The annual meeting of the members shall be held
in January or February of each year for the purpose of reviewing the
activities of the corporation and discussing the future activities.
Election of the directors shall be held at the annual meeting.

2. SPECIAL MEETINGS. Special meetings of the members may be called
by the President, Secretary, or by the Board of Directors; and shall
be called by the President at the request of 25 percent of the voting
membership.

3. PLACE OF MEETING. The Board of Directors may designate any place
within the City of Petersburg as the place of meeting for any annual
or special meeting called by the Board of Directors.

4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered at least twenty days before the date of the meeting either
personally or by mail, by or at the direction of the President or the
Secretary or the officer or persons calling the meeting, to each
member of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the member at her/his address as it appears
on the membership roll of the corporation.

5. MEMBERSHIP. This corporation shall be composed of members rather
than share-holders and shall not issue stock. Voting members shall
be natural persons 16 years of age or older and may represent
businesses or other entities. Voting members shall pay dues of Ten
Dollars ($10) for Senior Citizen or Student membership, Twenty Five
Dollars ($25) for an Individual membership (one vote) or Fifty
Dollars ($50) or more for a Family membership (two votes), such
payment being required annually.

6. PROXIES. Each voting member is entitled to one vote and no votes
by proxy are permitted at membership meetings.

7. QUORUM. Ten percent of the members of the corporation entitled to
vote, represented in person shall constitute a quorum at a meeting of
the membership. Absentee ballots may be used for the purposes of
establishing a quorum.

ARTICLE III – BOARD OF DIRECTORS

1. GENERAL POWER. The business and affairs of the corporation shall
be managed by its Board of Directors. The Board of Directors may
appoint an administrative officer; shall set corporation and
broadcast station policies; shall exercise its responsibilities in
accordance with a determination of community needs and in a manner
which reflects the public interest, convenience and necessity.

2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
corporation shall be seven. Each director shall hold office for the
term elected. Directors shall be voting members of the corporation.

3. REGULAR MEETINGS. The Board of Directors shall hold regular
meetings at least six times a year with public notice. All meetings shall be open
to the public in accordance with the applicable Alaska statutes.

4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President, the Secretary, or by
a majority of the Board. The person or persons authorized to call
special meetings of the Board of Directors may fix the time and place
for holding any special meeting of the Board of Directors called by
them.

5. NOTICE. Directors shall be given notice of the time, date and
place of regular and special meetings. Absent directors shall receive
written notice of regular meetings as soon as possible after the
meeting is set. A minimum of four hours notice shall be given each
director for a special meeting of the Board. Such notice may be
written and delivered personally or may delivered by telephone.

6. ATTENDANCE. Directors shall attend regular and special meetings.
Absences may be excused by consent of the majority of the Board, if
prior notice is given to the General Manager or corporate officers by
the director who expects to be absent; or, if a majority of the Board
determines that circumstances would not allow a director to receive
notice of or attend a regular or special meeting.

7. QUORUM. A majority of the number of directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors.

8. TELEPHONIC PRESENCE. A director who is ill or is physically
located beyond the road system on Mitkof Island may attend regular
and special meetings via telephone. A director who is not sick and
is physically located within the reaches of the Mitkof Island road
system may attend regular and special meetings via phone, with the
consent of directors physically located and the announced place of
the meeting in question. Telephonic attendance may be used to
establish a quorum. Cost of telephonic attendance shall be borne by
the individual director and not the Corporation. Due to technological
constraints, no more than two directors shall participate via
telephone at any one time. Reasonable advance notice shall be given
to allow staff to make proper telephone arrangements at the meeting
place.

9. MANNER OF ACTING. The act of the majority of the directors
present shall be the act of the Board of Directors.

10. REMOVAL OF A DIRECTOR. A director may be removed when found by
a vote of a majority of the Board of Directors to have three unexcused
absences within the year, or to have failed to attend half of the board
meetings within the year, or to have a conflict of interest which would
jeopardize his/her ability to serve in the public interest, convenience
and necessity. The year commences with the date of the annual meeting.
Provided a motion is made, a simple majority of the Board of Directors
would remove the director.

11. CORPORATE CALENDAR. The Board of Directors shall, by resolution,
annually adopt and follow a calendar by which it shall discharge its
responsibilities. This calendar shall include, but not be limited to:
a review of Corporate policies, long range planning documents, the
Articles of Incorporation, the Bylaws of the Corporation; a review of
employees hired directly by the Board; action undertaken by the Board
on a regular annual basis, such as the authorization to renew
permits; and the development of an annual fiscal plan or budget.

ARTICLE IV – OFFICERS

1. NUMBER. The officers of the corporation shall be a President; one
or more Vice-Presidents, the number thereof to be determined by the
Board of Directors; a Secretary; and a Treasurer; each of whom shall
be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected by the
Board of Directors. Any two or more offices may be held by the same
person. Officers shall be members of the Board of Directors.

2. ELECTION AND TERM OF OFFICE. The Board of Directors shall elect
the Corporation’s officers at the first meeting of the Board after
the Annual Membership meeting. Each officer shall hold office until
his/her successor is duly elected and shall have qualified, or until
his/her death , or until he/she resigns or is removed in the manner
hereinafter provided.
3. REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed whenever in the Board’s judgement the
best interests of the corporation would be served thereby. Such
removal shall be without prejudice to contract rights, if any, of the
person so removed.

4. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or other cause, may be filled by the Board
of Directors. The appointed members will serve until the next annual
meeting, at which time the membership shall elect a Director to fill
out the remainder of the vacant term.

5. PRESIDENT OF THE BOARD OF DIRECTORS. The President of the Board
of Directors shall preside over meetings of the Board and of the
membership. In the event of the absence of the President of the
Board of Directors, the Vice-President shall perform the duties of
the President.
The President shall, subject to the control of the Board of
Directors, in general: supervise all of the business and affairs of
the corporation. She/he may sign, with the Secretary or any other
proper officer of the corporation thereunto authorized by the Board
of Directors, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be
executed, except in cases when the signing and execution thereof
shall be delegated by the Board of Directors or by these by-laws to
some other officer or agent of the corporation or shall be required
by law to be signed or executed otherwise; and in general, shall
perform all duties incident to the Office of the President and such
other duties as may be prescribed by the Board of Directors from time
to time.

6. THE VICE-PRESIDENT. The Vice-President shall act as President in
the absence of the President. In the event that additional Vice-
Presidents are elected by the Board of Directors, the duties of such
Vice-Presidents shall be prescribed by resolution of the Board of
Directors.

7. THE SECRETARY. The secretary shall: (a) be responsible for the
minutes of the memberships’ and the Board of Directors’ meetings;
(b) see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c) be custodian
of the corporate records and of the seal of the corporation; (d) see
that the seal of incorporation is affixed to all documents executed
on behalf of the corporation ; (e) and in general, perform all
duties incident to the Office of Secretary and such other duties as
from time to time may assigned to him/her by the President or the
Board of Directors.

8. TREASURER. If required by the Board of Directors, the Treasurer
shall file a bond for the faithful discharge of his/her duties in
such sums as the Board of Directors shall determine. She/he shall;
(a) supervise the handling of all corporate monetary transactions
and accounts; and (b) in general, perform all of the duties incident
to the Office of Treasurer and such other duties as from time to time
may be assigned to him/her by the President or the Board of
Directors.

ARTICLE V – CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to
specific instances.

2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.

3. SPECIAL ACCOUNTS. The corporation shall have a savings account and
a checking account or accounts. The Board of Directors may establish
by a resolution passed before the end of the fiscal year special
accounts for the purposes designated by the Board of Directors.

4. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in
the name of the corporation shall be signed by such officers, agent
or agents of the corporation and in such manner as shall be
determined from time to time by the Board of Directors. Withdrawals
from the savings account and special accounts shall require the
signatures of two of the officers of the corporation. All withdrawals
from the special accounts and the savings account must be deposited
in the checking accounts. When determining by resolution who may
sign checks, the Board of Directors has two options: [1] All checks
issued on the checking accounts of the corporation must be signed by
two authorized signators, the signators being the officers of the
corporation, or an officer and an authorized agent of the
corporation; or, [2] the Board may authorize two agents of the
corporation to sign checks up to $2,500, as long as the checks are
reviewed bi-monthly by the Treasurer of the corporation, and the
Treasurer reports on her/his review at the next regular meeting of
the Board. Checks for an amount greater than $2,500 must be signed
according to [1] above.

ARTICLE VI – FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of
July and end on the last day of June in the following calendar year.

ARTICLE VII – CORPORATE SEAL

The seal of the Corporation shall consist of a radio transmission
tower with a mountain in the background; below the tower shall be
inscribed the words “Corporation, Petersburg, Alaska”; the radio
transmission tower shall be comprised of the words “Narrows
Broadcasting”.

ARTICLE VIII – WAIVER OF NOTICE

Whenever any notice is required to be given to any member of Director
of the Corporation under the provisions of these bylaws or under the
provisions of the Articles of Incorporation, or under the provisions
of the Alaska Non-Profit Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

ARTICLE IX – AMENDMENTS

The Bylaws of the Corporation may be altered, amended or repealed and
new Bylaws may be adopted by a vote of the majority of the members of
the Board of Directors at any regular or special meeting of the Board
of Directors. Any amendments, deletions or other alterations to
these Bylaws shall take effect at the close of the meeting in which
the changes were made.

ARTICLE X – MISSION

The Board shall, in a Mission Statement, express the philosophy, purpose and broad areas
of activity by which the Narrows Broadcasting Corporation will serve the community.
The Board, through its action, shall strive to fulfill the Corporate Mission statement.

ADOPTION OF THESE BYLAWS

The by-laws, as amended above, were adopted to replace all preceding
versions of the by-laws at the regular meeting of the Board of
Directors of the Narrows Broadcasting Corporation on February 20,
2001.