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WEST
LANE TRANSLATOR, INC.
Post Office
Box 91
Florence,
Oregon 97439
Since
1959
A
nonprofit corporation dedicated to maintaining direct
Television and FM broadcasting in West Lane County
Amended &
Adopted 9/18/2007
BY-LAWS
I Purpose
and Mission
1. West Lane Translator's (referred to as "WLT")
first concern will be to maintain the trust and respect of our
community by advocating and providing a diversity of broadcast
programming.
2. Regarding all noncommercial radio operations,
the Corporation shall provide programming, media access and
educational programs and services, including but not limited to programs
of educational merit including those concerned with
scientific, cultural, historical and humane studies; adult education, distance learning, programs
in support of K-12 and higher education; programs incident to for-credit instruction and general
interest.
3. Our noncommercial FM radio broadcasting
operations will serve the local area by: (1) engaging all members of the community
through our educational and diverse programming including music, arts, culture, news, and
opinions, (2) informing our listeners about issues significant to them,
and (3) providing opportunities
for personal involvement with radio broadcasting. Our intent is to
foster community spirit, stimulate creativity, and promote freedom of expression.
4. WLT continues to advocate for traditional and
advanced forms of free direct broadcasting to the greater Florence
area, and community-wide access (despite problems of terrain, isolation,
and personal status), with a bias toward regionally oriented programming.
5. Media, formats, and broadcast standards will
change, but not WLT's principles and mission. Users of WLT
facilities must be authorized by the WLT Board of Directors.
6. WLT will remain a non-profit entity, either as
defined by Oregon statutes, federal regulations, or both.
- II Regular Voting Members
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- 1.Must agree with and support the mission of WLT.
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- 2. Must live within an area reasonably served by one
or more of the signals we host, and not be an employee,
representative, or agent of a WLT Authorized User.
Exception: Each WLT Authorized User of WLT
facilities may designate one individual, who may live
outside the area, to be a member and participate in
achieving the mission of WLT. This membership is
subject to WLT approval.
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- 3. Must have paid their current annual dues of
$10 per voting member, or are lifetime members.
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- 4. A member may become a lifetime member by paying a one time fee of $75.
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- 5. Spouses, or other members of a voting
member's family, may register as non-voting members. If desired, each may also become a voting
member by separately paying his/her annual dues.
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- III Honorary Members
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- 1. Can be nominated by Board members during any meeting of the year
on the basis of having been of exceptional
service to WLT, but must be approved by a unanimous vote of all
Directors in attendance. A certificate of membership and recognition, plus a cover letter from the WLT President,
will be mailed to those so honored, and a "news release" will be submitted to the Siuslaw News.
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- 2. Honorary members will be non-dues-paying and non-voting. The term is for one year (but this will not appear and the certificate or
cover letter).
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- IV Directors
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- 1. Directors must be paid-up regular voting members of West Lane Translator, Inc. Directors must be dedicated to the mission of WLT, and are to be chosen for maturity and judgment in the
guidance and management of WLT activities.
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- 2. All directors are to be elected by the membership at the WLT annual meeting held the 2nd Tuesday in January of each year. Exception: Open director positions may also be filled by membership vote at
any scheduled or duly called special meeting, provided that at least one
week advance notice of such action is given to the membership.
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- 3. The Board of Directors shall consist of a minimum of five (5), and a maximum of nine (9) directors.
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- 4. A quorum of directors shall consist of a majority of the Board of Directors.
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- 5. Of the elected Directors, a maximum of two (2) may be WLT Authorized User designated members, as provided above.
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- 6. All Directors hold their office for one year. Directors may be re-elected to their positions indefinitely, as well as to the offices they might hold.
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- 7. Directors can be replaced at any time by a vote of a quorum of Directors in attendance.
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- 8. The Corporation at all times shall maintain "local diversity of ownership" as that is defined in FCC Rules and
Regulations, Section 73.7003(b)(2), 47 C.F.R. Section 73.7003(b)(2) or thereafter amended. At no time shall the Corporation, any parent or subsidiary entity, any voting member, or
any officer or director of the Corporation, have an attributable interest in another radio station, including any license, construction permit or debt or
equity position, if the principal community contour of such station would overlap in any part with the principal contour of a new noncommercial radio station for which the Corporation files an FCC application for
construction permit.
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- 9. Composition of the Board of Directors shall be maintained at all times with the characteristics necessary to qualify
the Corporation as an "established local entity" under Rules and Regulations of the
Federal Communications Commission ("FCC") Section 73.7003(b)(1), 47 C.F.R. Section
73.7003(b)(1).
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- V Elections
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- 1. All Directors and Officers shall be
elected (and/or re-elected) at the WLT annual meeting (2nd Tuesday of each
January). Exception: In case of unexpected vacancies, elections may be
held at the next scheduled or duly called special meeting, provided that at least one week advance notice of such action
is given to the membership.
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- 1. Directors (minimum 5, maximum 9) shall be nominated and then elected by the members.
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- 2. Officers, to be chosen from the Board of Directors, will then be nominated and elected by the newly constituted Board of Directors.
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- 3. Election of Directors shall be by a majority of those paid-up members in attendance.
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- 4. Election of Officers shall be by a majority vote of a quorum of Directors. Unless a member in attendance
dissents (verbally or in writing), all elections can, by unanimous approval, be held by voice and/or a showing of hands. If any member objects, then all elections held during
that meeting will be by secret paper ballot.
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- VI Offices and Headquarters
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- 1. Officer
positions shall be: President, Vice President, Secretary, and Treasurer.
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- 2. These offices must be held by different individuals. Exception: If necessitated by circumstances, upon Board approval, the positions of Secretary and Treasurer may be combined.
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- 3. In the absence of the President at a meeting, the Vice President, Secretary, or the Treasurer, in that order, shall preside at that meeting.
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- 4. No officer shall
be compensated, except for reimbursements of out-of-pocket expenses on behalf of WLT in the normal discharge of the officer's duties. Exception: A Board member providing professional
services outside of normal Board or Officer responsibilities, upon approval of the Board, may charge reasonable professional fees for such services. Examples are Legal,
Financial, and Management Service fees.
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- 5. The Corporation shall maintain a permanent headquarters within 25 miles of the main post
office of Florence, Oregon.
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- VII Meetings
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- 1. Meetings shall be held in the Florence area, unless an exception is authorized by the Board.
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- 2. Bi-monthly meetings shall be held on the 2nd Tuesday of the months of January, March, May, July, September, and November, unless otherwise determined by the
Board.
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- 3. The January meeting is the Annual Meeting, and shall be announced in advance in the newspaper of record in Florence (Siuslaw News).
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- 4. With due notice, the Board may call monthly (normally on Tuesday) or special meetings if activities require.
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- 5. The Secretary shall notify all members of each meeting by phone, e-mail, or regular mail, one week in advance.
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VIII Bonds
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- 1. At each January
election, the Board of Directors may vote to waive the requirement of Bond for the Treasurer for the coming year, by the unanimous vote of a quorum of Directors.
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- IX By-Law Amendments
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- 1. No By-Law amendment shall be made to matters of FCC eligibility, purpose, qualification, or preference, or as set
forth in provisions within By-Law Sections I, IV, VI or IX herein, unless such amendment is required or is permitted with no detriment to the Corporation's
qualifying or comparative position, under revisions to FCC rules, regulations or policies as they may occur from time to time.
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- Signed:
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- ________________________
- Lawrence B. Bloomfield, President
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