CAB By-laws

WYPR
Community Advisory Board
By-Laws

At its meeting on January 21, 2009, the Board of Directors of Your Public Radio Corporation (WYPR) voted to adopt the following By-laws to govern the operation of its community advisory board (CAB), established pursuant to the Public Broadcasting Act of 1967, as amended.  These By-laws amend and restate in their entirety all previous guidelines with respect to the operation of the WYPR CAB.

ARTICLE I
PURPOSE AND OBJECTIVES

1.1 Purpose. The purpose of the CAB is to, in an advisory capacity, review the station's programming goals, to review the service provided by the station, and to review the significant policy decisions rendered by the station. The CAB shall advise the Board of Directors of WYPR with respect to whether the programming and other policies of the station are meeting the specialized educational and cultural needs of the communities served by WYPR, and may make such recommendations as it considers appropriate to meet such needs.  The CAB may undertake any further roles and responsibilities as may be delegated or assigned to the CAB by the Station Manager of WYPR, which may include the following:
(a) Advise station management on community organizations which merit station attention and involvement.
(b) Be a resource to the station in facilitating compliance with the FCC's EEO guidelines for minority and women recruiting efforts.
(c) Advise WYPR's talk-show producers on subjects that are worthy of discussion and coverage. 
(d) Participate in the process of community ascertainment by meeting with local leaders and members of the community to get opinions on issues of particular interest to the region. Management of WYPR may use the results of these discussions as a part of quarterly reports on community issues.
(e) Carry out other plans and activities calculated to strengthen ties between WYPR and the community. 
1.2 Advisory Role. The role of the CAB is solely advisory in nature.  The CAB has no ownership position nor any management authority with respect to the operations of WYPR.
1.3 CAB Coordinator.  The Station Manager of WYPR, or other person or persons as may be designated by WYPR from time to time, shall be the CAB Coordinator, and in that capacity shall be the person through whom the CAB directs communications with the station management of WYPR.

ARTICLE II
MEMBERSHIP

2.1 Membership. Members of the CAB shall be appointed by the Board of Directors of WYPR or its designee.  No person shall become a member of the CAB unless appointed by the Board of Directors of WYPR or its designee.  The CAB may submit to the Board of Directors of WYPR the names of individuals for consideration for appointment by the Board of Directors of WYPR or its designee.  Members shall be recruited from the station's listening community to assure that the composition of the CAB is reasonably representative of the diverse needs and interests of the communities that are served by WYPR.  It is expected that each member of the CAB will be a contributing member in good standing of WYPR.
2.2 Term.  The full term of a member of the CAB shall be three (3) years, provided that newly created seats shall be divided as equally as possible into one-, two-, and three-year terms to produce staggered terms. Ordinarily, it is expected that a CAB member will serve no more than two (2) consecutive terms. Any sitting CAB members re-nominated for a second term shall be subject to approval of the Board of Directors of WYPR of WYPR or its designee.
2.3 Size.  The CAB shall have no fewer than twelve (12) members and no more than such larger number as the Board of Directors of WYPR may determine from time to time. 
2.4 Resignations. Any CAB member may resign by delivering a written resignation to the Chair. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. A CAB member shall be deemed to resign upon failure to attend at least fifty percent (50%) of regular scheduled meetings of the CAB within any twelve (12) month period, unless excused at the discretion of the Chair for good cause.
2.5 Vacancies from Resignations. Vacancies in the CAB may be filled by nomination of the CAB and appointment of the Board of Directors of WYPR or its designee, provided that the term of the person so appointed shall not extend beyond the term of the vacancy filled. Vacancies need not be filled as long as there are at least fifteen (15) members of the CAB.

ARTICLE III
OFFICERS

3.1 Chair and Vice-Chair. The CAB shall elect a Chair and Vice-Chair from its membership to serve a term of one (1) year or until a successor is elected. The CAB shall inform the Board of Trustees of WYPR of its choice of officers. The Chair and Vice-Chair may serve more than one successive term in office. A CAB member may be eligible for election as Chair or Vice-Chair after serving on the CAB for one (1) year.
3.2 Duties and Responsibilities. The Chair shall call and preside at all regular meetings and ad hoc committee meetings of the CAB. The Chair shall have the power to appoint committees and shall transact such other business as may be set forth herein or as usually pertains to such office. The Chair shall oversee the affairs of the CAB. The Vice-Chair shall act in the absence of the Chair and shall perform such other duties as the Chair may request.
3.3 Resignation. The Chair or Vice-Chair may resign by delivering a written resignation to the members of the CAB. Such resignation shall be effective upon receipt unless specified to be effective at some other time or upon the happening of some other event.
3.4 Vacancy. Vacancy by the Chair or Vice-Chair caused by resignation shall be filled by vote of the majority of the CAB present at a regular or special meeting of the CAB held for that purpose promptly after the occurrence of any such vacancy. Vacancies filled in this manner shall be for the unexpired portion of the previous Chair or Vice-Chair's term.

ARTICLE IV
MEETINGS

4.1 Regular Meetings. Regular meetings of the CAB may be held at such time and place as shall be determined by the Chair, but at least three (3) such meetings shall be held during each calendar year. The date and time of regular meetings shall be determined at the first CAB meeting of each calendar year and that schedule of meetings shall be transmitted to the CAB Coordinator. The Board of Directors of WYPR may also call for a meeting of the CAB at any time. 
4.2 Notice of Meetings. CAB meetings shall be open to the public, and WYPR management shall provide reasonable public notice of such meetings on its website and/or on-air announcements.
4.3 Agenda. CAB members may place an item on an agenda by contacting the Chair at least ten (10) days prior to a regularly scheduled meeting. In addition, the CAB may, at any meeting, decide to add an item to the agenda of a future meeting in response to comment by non-CAB board members of the public.
4.4 Comment by Non-CAB Members of the Public.
4.4.1 Written correspondence from the public addressed to the CAB shall be made available to all CAB members and the CAB Coordinator. The CAB may respond if the inquiry falls under the CAB's mandated role as provided for in the Public Broadcasting Act of 1967, if the CAB so desires, or the CAB may forward the correspondence to CAB Coordinator for a response from station management.
4.4.2 A maximum of ten (10) minutes (or such greater period of time as may be decided by the Chair in his or her discretion) shall be set aside to enable non-CAB members of the public to make comments on each policy issue being considered by the CAB as part of the scheduled agenda of a regular or ad hoc meeting. In addition, ten (10) minutes (or such greater period of time as may be decided by the Chair in his or her discretion) shall be set aside at the end of the meeting to hear non-CAB member comments regarding issues not addressed as part of the formal agenda at the meeting. Each speaker shall be allowed a maximum of three (3) minutes (or such greater period of time as may be decided by the Chair in his or her discretion) to make a presentation and receive questions and comments from the CAB and management. The Chair shall call each speaker in order, shall determine the allowed speaking time per individual, and shall act as the timekeeper or appoint a timekeeper. 
4.4.3 At the discretion of the Chair, non-CAB members of the public wishing to speak at a regular or ad hoc meeting may be required to write or telephone the CAB Coordinator and request to be placed on the meeting agenda. A concise written summary of the issue to be addressed shall be given to the CAB Coordinator to distribute to all members at least five (5) days prior to a meeting. Each speaker so recognized shall be allowed a maximum of three (3) minutes to make a presentation and receive questions and comments from the CAB and management. The Chair shall call each speaker in order, shall determine the allowed speaking time per individual, and shall act as the timekeeper or appoint a timekeeper.
4.4.4 With a vote of at least two-thirds of the members present, but not less than a quorum of the CAB, the CAB may designate one or more of its regular or ad hoc meetings as special meetings for the purpose of encouraging further involvement and comment by non-CAB members of the public. Also by a similar two-thirds vote, the CAB may vote to amend the rules for public comment for a special meeting in order to achieve the objective of the particular meeting.
4.4.5 The CAB reserves the right to table an issue, refer an issue to WYPR station management, or add an issue to a future agenda for further discussion.
4.5 Ad Hoc Meetings. Ad hoc meetings may be held at such times and places as may be determined by the Chair, or upon written request of not fewer than six (6) members of the CAB or as determined by the Board of Directors of WYPR or its designee. Seventy-two hours notice by mail, e-mail or telephone shall be given for an ad hoc meeting. The station shall provide reasonable public notice for such meetings on its website and/or on-air announcements.
4.6 Quorum. At all meetings of the CAB the presence in person of forty percent (40%) of the members, but in no event less than six (6) members, shall be necessary and sufficient to constitute a quorum, and the act of a majority of the members present shall be the act of the CAB. No proxy voting shall be allowed.
4.7 Participation at Meetings. In order to remain in good standing, a member of the CAB must attend at least fifty percent (50%) of the regularly scheduled CAB meetings within any twelve (12) month period, unless excused at the discretion of the Chair for good cause. Any one or more members of the CAB may participate in a meeting of the CAB or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
4.8 Recording Secretary and Minutes.  The Chair shall appoint from the members of the CAB a recording secretary who shall be responsible for taking minutes of each CAB meeting and who shall promptly transmit a copy of such minutes to the CAB Coordinator for retention in the public files of WYPR that are required to be maintained pursuant to the Public Broadcasting Act of 1967.

ARTICLE V
COMMITTEES AND TASK FORCES

5.1 Committees and Task Forces. One or more standing committees, or, in the case of a specific assignment, a task force, may be appointed from time to time as the needs of the CAB may require. The Chair shall solicit volunteers from among the membership. In the event a CAB member is not chosen to serve on the committee or task force of that member's choice, the Chair shall provide good cause. The size of a committee or task force shall in no event equal or exceed a quorum of the full CAB.
5.2 Reports. Each committee and task force shall make reports, as directed by the full CAB.
5.3 Review by CAB. All recommendations by a committee or task force must be approved by a majority vote at a meeting of the CAB at which a quorum is present.
5.4 Completion of Task Force Assignment. Upon completion of work assigned to a task force, the task force shall be dissolved.

ARTICLE VI
AMENDMENTS

The Board of Directors of WYPR may amend these By-laws at a regular meeting of the Board of Directors by a majority vote. No amendment shall be effective that is inconsistent with the requirements of the Public Broadcasting Act of 1967, as amended.