These amended and restated Articles of Incorporation correctly set out, without change, the provisions of the Articles being amended. The restated Articles together with the designated amendments supersede the original Articles and all amendments to the original Articles.
We, the undersigned natural persons of the age of nineteen years or more, bona fide residents of Alaska, acting as incorporators under the Alaska Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation.
ARTICLE I -Name
The name of the corporation is the Narrows Broadcasting Corporation.
ARTICLE II -Duration
The period of it’s duration is perpetual.
ARTICLE III -Purpose
This corporation is organized for the exclusive purpose of construction and operation of a non-profit educational broadcasting facility in order to provide a broad base of educational, cultural, and informative programming in the Petersburg area, as prescribed by the Federal
Communications Commission. Said corporations shall possess all powers and rights conferred by law upon non-profit corporations generally. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by: (a) a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue law) or (b) by a corporation, contributions to which are tax deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).
ARTICLE IV -Place of Business
The principal place of transacting business shall be at Petersburg, Alaska.
ARTICLE V -Registered Agent (at the time of incorporation)
The registered agent of the corporation shall be Sandy Slack and the address of the initial registered office of the corporation shall be P.O. Box 790, Petersburg, Alaska.
ARTICLE VI -Corporate Composition
The corporation shall be composed of members rather than shareholders and shall not issue stock. The conditions and regulations of membership shall be determined and fixed by these Articles of Incorporation and Bylaws of the corporation.
ARTICLE VII -Membership (amended)
Voting members must have been members of the corporation for 30-days prior to the date of the annual membership meeting in order to vote. Each voting member is entitled to one vote and no votes by proxy are permitted. Votes for directors and for changes in the Articles of Incorporation shall be by secret ballot.
Members may vote either by absentee ballot or by ballot cast at a general membership meeting. Absentee ballots must be received prior to the date of the election and shall be opened and counted at the general meeting after in-person voting has taken place. Absentee ballots may be used for the purpose of establishing a quorum at a general membership meeting, but shall have no effect on numbers required for in-person votes taken at a meeting.
ARTICLE VIII -Indebtedness
The highest amount of indebtedness for liability for which the corporation shall at any time be indebted shall be $100,000.00.
ARTICLE IX -Board of Directors (amended)
The affairs of this corporation shall be managed by a Board of Directors consisting of seven members. The names of the initial directors who shall serve until their successors are elected are:
Gary McCullough, Chairman of the Board, Box 707, Petersburg, AK
John Edgington, President, Box 333, Petersburg, AK
Sidney Oakes, Vice President, BOx 1103, Petersburg, AK
Sandy Slack, Secretary, Box 790, Petersburg, AK
Linda Hammill, Treasurer, Box 1082, Petersburg, AK
Ruth Sandvik, Member-at-Large, Box 526, Petersburg, AK
Jerry Olsen, Member-at-Large, Petersburg, AK
The directors shall be elected at the annual meeting of the corporation which shall be held in Petersburg in January or February of each year.
The term of office of all directors is 3 years except those directors elected in 1975. A person must be a voting member of the corporation to be eligible for election to the Board of Directors. The term of office of directors elected in 1976 shall be one year for three directors, two years for two directors, and three years for two Board of Directors shall see fit.
The Board of Directors shall meet at least quarterly on dates to be determined by the Board.
An agent of the Alaska Public Broadcasting Commission shall be an ex-officio member of the Board of Directors and timely notification of the Board meetings shall be forwarded to the agent.
ARTICLE X -Board Elections, Officers (amended)
Directors shall be elected by the membership of the corporation from persons who are members of the corporation. Nominations for directors may be made by members or by a nominating committee appointed by the President of the corporation. Members may place their own names in nomination and write-in candidates are permitted.
If a vacancy on the Board of Directors occurs between general membership meetings, the remaining directors may appoint an interim director who shall hold office until the next general membership meeting. At this general membership meeting and election shall be held for the unexpired portion of the predecessor’s term of office.
The directors shall elect from among their members a President, Vice-President, Treasurer, and Secretary, who duties shall be specified in the by-laws.
ARTICLE XI -Amending the Articles of Incorporation (amended)
These Articles of Incorporation may be amended at the Annual Meeting of the members of the corporation or at any special meeting called to amend the articles, by a vote of two-thirds of the members present at the meeting, a quorum being present. No amendment of the Articles of Incorporation shall be made unless a notice is mailed to each member at his or her last address of record, at least 20 days prior to the meeting at which proposed changes to the articles of incorporation will be considered.
Such amended articles shall be executed and acknowledged by the officers in whom the management of the affairs of the corporation is vested, and shall be filed and recorded in the manner prescribed by law.
ARTICLE XII -Termination
In the event of termination or dissolution of this corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed for one or more of the purposes set forth in Section 501(c)(3) of the Internal Revenue Code, and any amendments thereto, and the rules and regulations promulgated thereunder.
The above incorporates all amendments to date.
These amended and restated Articles were adopted by a two-thirds vote of the Narrows Broadcasting Corporation Membership at an Annual Membership Meeting in Petersburg, Alaska, this 9th day of February, 2001.
Pat Hinde, President
Jason Paret, Vice-President
Joe Stratman, Secretary