AMENDED AND RESTATED CORPORATE BYLAWS OF RADNOR STUDIO 21 INC. (a Pennsylvania Nonprofit Corporation)
ARTICLE I NAME AND PURPOSE
Section 1.1 NAME. The name of the Corporation shall be Radnor Studio 21, Inc.
Section 1.2. Mission Radnor Studio 21, Inc., an independent organization, facilitates Radnor, PA resident access to television production equipment, training, and descriptive programming to encourage civic engagement of residents, non-profits, schools, business, and cultural entities to produce locally relevant content, lending to the community-wide exploration of health, social, educational issues and to expand local interests in art, music, theater, dance, culinary science, and exercise locally.
Section 1.3. Vision Radnor Studio 21, Inc. exists to provide and be the communication resource hub of the Radnor, PA community, complete with current digital technology, ongoing educationally current and instructional staff/ production personnel, student/intern production associates, volunteer programming, alternate daily program content, and a dependable supplemental revenue stream in order to output a wealth of cultural, entertainment, historical, healthy, and experimentally diverse programming to meet all of the multi-media needs of Radnor Township.
Section 1.4. Purpose To further the Core Values of PEG
Access: 1. Localism: Support local viewpoints, local perspectives and the interest of communities. Most mainstream media programming is intended for national audiences and does not reflect the rich diversity of American community life.
2. Diversity of Viewpoint-Participatory: Local communities must be able to make and air media that reflects local experiences. Our society is founded on a belief in freedom of expression and speech.
3. Promote Dialogue and Discussion: Democracy works best when a wide array of voices and opinions can be seen and heard. The airing of opinions creates an opportunity for dialogue around issues and concerns that people and the community must address.
4. Media Literacy: A basic tenant of civil society is that lives of all members of the community are important, and all members of society should be able to represent themselves in the media. In order to represent themselves they need access to the educational media tools to create content, the training to use the tools and the mechanism(s) to distribute community content.
5. Non-Commercial: PEG access is an essential component in our public media “greenspace” where, like a public park, we can reflect on who we are without the interference of commercial values.
6. Civic Engagement: Many of the decisions that most affect our lives are made at the local level by town governments, school boards, etc. PEG access keeps the public informed about local government elections, health services, public housing and other important local political and economic development activities.
7. Education: Public, Education and Government (PEG) access plays an important role in our educational system. It provides a distribution medium for use by schools, libraries and colleges; and it is especially important for education in low income and rural communities.
8. Public Safety: To provide emergency information and community alerts.
9. Electronic Greenspace: To provide bandwidth and funding for PEG access.
ARTICLE II OFFICES
Section 2.1. Registered Office. The registered office of the Corporation in Pennsylvania shall be at the place designated in the Articles of Incorporation, subject to transfer as permitted by law.
Section 2.2. Other Offices. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or as the activities of the Corporation may require.
ARTICLE III SEAL
Section 3.1. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the words "Corporate Seal Pennsylvania." Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE IV MEMBERSHIP
Section 4.1. Membership shall consist of the Board of Directors.
ARTICLE V MEETINGS
Section 5.1. Meetings shall be held at the call of the President at least three times a year.
Section 5.2. Special Meeting. Special meetings may be called only by a majority of the Board of Directors with a 24 hour notice to all Directors
ARTICLE VI BOARD OF DIRECTORS
Section 6.1 Number: selection: terms of office. The business and affairs of the Corporation shall ·be managed by a Board of Directors consisting of no.more th1l.Il seven persons and no less than three. All Directors must be Radnor Township, PA residents or taxpayers. Directors shall serve until replaced or resigned.
Section 6.2. Vacancies. Vacancies among the Directors shall be filled by appointment by the remaining members of the Board of Directors.
Section 6.3. Place of Meetings. The meetings of the Board of Directors shall be held at such place as a majority of the Directors may from time to time by resolution designate, or as may be designated in the notice or waiver of notice of a particular meeting. In the absence of specification, such meetings shall be held at Radnor Studio 21.
Section 6.4. Annual Meeting. An annual meeting of the Board of Directors shall be held each year to elect officers and transact such other business as the Board may determine.
Section 6.5. Other Meetings. Other meetings of the Board of Directors may be held at such times as the President may determine.. Once a year the Board shallreview operations during the immediate year and approve the budget for the next year.
Section 6.6. Notice of Meetings. Notice of every meeting shall be given to each Director at least 10 days in advance electronically or in writing.
Section 6.7. Quorum. At all meetings of the Board those current Directors present, which must number at least two, shall constitute a quorum for the transaction of business, and the acts of a majority of those present at a meeting at which a quorum is present shall be the acts of the Board. Any Directors may attend any meeting by electronic means. Voting by proxy shall not be permitted.
Section 6.8 General Powers. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by these bylaws, and shall have all power to act for the Corporation in all its rights, privileges and powers and in the general management of its business, including the power to acquire, sell, mortgage, lease or pledge real or personal property.
Section 6.9. Removal of Director. The Board of Directors may declare vacant the office of a director at any time the majority of the Board of Directors so determines.
ARTICLE VII OFFICERS, AGENTS AND EMPLOYEES
Section 7.1. Officers. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. A Chairperson of the Board, one or more Vice Presidents, and other officers and assistant officers (if any) may also be elected as the Board of Directors may from time to time authorize. Nothing herein shall prohibit the Board from electing one or more of its members as officers of the Corporation. Vacancies among the officers shall be filled by the Board of Directors, and an officer so elected shall servethe unexpired portion of the term of the office to which he is elected.
Section 7.2. Employees and Agents. The Board of Directors may by resolution designate the officer or officers who shall have authority to appoint such employees and agents as the needs of the Corporation shall require. In the absence of such designation, this function may be performed by the President and may be delegated by the President to others in whole or in part.
Section 7.3. Salaries. The salaries, or compensation, if any, of the officers of the Corporation shall be fixed by the Board of Directors or by authority conferred by resolution of the Board. The Board may also fix the salaries or other compensation of assistant officers, employees and agents of the Corporation, but in the absence of the action this function shall be performed by the President or by others under the supervision of the President.
Section 7.4. Removal of Officers. Agents and Employees. Any officer, assistant officer, employee or agent of the Corporation may be removed or his authority revoked by resolution of the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal or revocation shall be without prejudice to the rights, if any, of the person so removed to receive compensation or other benefits in accordance with the terms of existing contracts (if any). Any employee or agent of the Corporation likewise maybe removed by the President or, subject to the supervision of the President, by the person having authority with respect to the appointment of such employee or agent.
Section 7.5 President: Powers and Duties. The President shall be the chief executive officer of the Corporation and shall be in general charge of the business of the Corporation. In the absence of a Chairperson of the Board, the President shall preside at all meetings of the Board of Directors. The President shall from time to time make or cause to be made such reports of the affairs of the Corporation as the Board may require. The President shall be responsible to the Board of Directors for the implementation of policies adopted by the Board of Directors.
Section 7.6. Secretary: Powers and Duties. The Secretary shall be responsible for keeping records of all Board actions, including overseeing the taking of minutes at all Board meetings, sending out notices of meetings, and distributing copies of minutes and agendas to each member of the Board. The Secretary shall keep in safe custody the corporate seal, and may affix it to any instrument and attest the same as may be required.
Section 7.7. Treasurer: Powers and Duties. The Treasurer shall be the chief financial officer and shall cause full and accurate accounts and records to be kept of receipts and disbursements. The Treasurer shall see to the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, subject to disbursement or disposition upon orders signed in such manner as the Board of Directors shall prescribe.
Section 7.8. Delegation of Duties. The Board may delegate or authorize the delegation of the powers and duties of any officer to any other person.
ARTICLE VIll COMMIITEES
Section 8.1. The Board may establish standing or temporary committees as it, in its discretion, may determine, to assist and facilitate the conduct of the affairs of the Corporation, including such advisory committees as may be appropriate for the accomplishment of the purpose of the Corporation. Membership on advisory committees shall not be limited to members of the Board of Directors. Members of all committees and the chairmen of such committees shall be appointed by the Chairman of the Board or President, subject to ratification of the Board.
ARTICLE IX POLICY
Section 9.1 Policy. It is the policy of the Corporation and the Board of Directors that no contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other Corporation, partnership, association or other organization in which one or more of its Directors are directors or officers, or have a financial interest, or in which any Director or officer had any other conflict of interest, shall be authorized or entered into unless the material facts as to the interest of such Director or officer and as to thecontract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by an affirmative vote of the majority of the Directors other than the interested Director or Directors. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors that authorizes such contract or transaction.
ARTICLE X DISSOLUTION
Section 10.1 Dissolution. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for all of the liabilities of the Corporation, dispose of all of its assets exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1986, as amended from time to time, as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XI LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 11.1. Limitation of Directors' Liability. No Director of the Corporation shall be personally liable for monetary damages, for any action taken or any failure to take any action, unless: (a) the Director has breached or failed to perform the duties of his or her office under 15 Pa, Cons. Stat. Sec. 511, or Sec. 8363 of the Pennsylvania Directors' Liability Act, 42 Pa. Cons, Stat. Sec. 8363 (relating to standard of care and justifiable reliance); and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however; that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, state or Federal law.
Section 11.2. Indemnification and Insurance. (a) Indemnification of Directors and Officers.
(i) Each lndemnitee (as defined below) shall be indemnified and held harmless by the Corporation for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation, attorneys' fees, judgments, fines, taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the lndemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
(ii) The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitees in defending any Proceeding paid by the Corporation in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues to so require, the payment of such expenses incurred by the lndemnitees in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitees is not entitled to be indemnified under this Section or otherwise.
(iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors and administrators.
(iv) For purposes of this Article,
(a) "Indemnitee" shall mean each Director or Officer of the Corporation who was or is a party to, is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the Corporation, or is or was serving in any capacity at the request or for the benefit of the Corporation as a Director, Officer or other employee, agent, partner, or fiduciary of, or in any other capacity for, another Corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (b) "Proceeding" shall mean any threatened, pending or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, investigative or through arbitration. (b) Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, the Corporation shall indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (c) Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Corporation's Articles of Incorporation or Bylaws, agreement, vote of the Directors, or otherwise. (d) Insurance. The Corporation may purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person under Pennsylvania or other law. The Corporation may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise. (e) Fund for Payment of Expenses. The Corporation may create a fund, which may, but need not be, under the control of a trustee, to pay its indemnification obligations, whether arising hereunder, under the Articles of Incorporation by agreement, vote of the Directors, or otherwise.
Section 11.3 Amendment. The provisions of this Article relating to the limitation of Directors' liability, indemnification and the advancement of expense shall constitute a contract between the Corporation and each of its Directors and Officers which may be modified as to any Director or Officer only with that person's consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or Officer shall apply to such Director or Officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of the Corporation, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as either to reduce the limitation of Directors' liability or limit indemnification or the advancement of expenses in any manner unless adopted by the unanimous consent of all of the Directors then serving; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.
Section 11.4. Changes in Pennsylvania Law. References in this Article to Pennsylvania law or to any provision thereof shall be to such law (including, without limitation, the Pennsylvania Directors' Liability Act) as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to Limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation, without the requirement of any further action by the Directors, to limit further the liability of Directors (or limit the liability of Officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be broadened to the extent permitted by law.
ARTICLE XIl GENERAL PROVISIONS
Section 12.1. Corporate Records. The Corporation shall keep at its registered office in this Commonwealth or at its principal place of business wherever situated original or duplicate records of the proceedings of the Directors, the original or a copy of its Bylaws, including all amendments thereto, and complete and accurate books or records of account.
Section 12.2. Right of Inspection. Each director shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney during the usual hours of business for any proper purpose, the books and records of account and records of the proceedings of the Directors, and to make copies or extracts therefrom.
Section 12.3. Execution of Written Instruments. After authorization as provided by law or in these Bylaws, all contracts, deeds, mortgages, obligations, documents and instruments, whether or not requiring a seal, may be executed by the President or a Vice President, if any, and attested by the Secretary or Treasurer, or may be executed or attested, or both, by such other person or persons as may be specifically designated by resolution of the Board of Directors. All checks, notes, drafts and orders for payment of money shall be signed by such one or more officers or agents as the Board of Directors may from time to time designate.
Section 12.4. Telecommunications. One or more persons may participate in a meeting of the Board, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.
ARTICLE XID AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
Section 13.1. Amendments of Bylaws. These Bylaws may be amended, altered, supplemented or repealed by a majority vote of the members of the Board of Directors at any regular or special meeting of the Board duly convened after notice to the Directors for that purpose; or by unanimous written consent of all Directors without a meeting. Any and all current special amendments shall be held in force unless previously cancelled or superseded by Board action.
Section 13.2. Amendment of Articles of Incorporation. The Board of Directors may amend the Articles of Incorporation of the Corporation by majority vote of the members of the Board of Directors at any regular or special meeting of the Board duly convened after notice to the Directors for that purpose, or by unanimous written consent of all Directors without a meeting.