LONG BEACH COMMUNITY TELEVISION & MEDIA CORPORATION

RESTATED BYLAWS
ARTICLE I.
NAME AND LOCATION
Section 1. NAME​—The name of this organization is Long Beach Community Television &
Media Corporation (“LBCTMC”), dba Long Beach Public Media (“LBPM”) and Long Beach
Public Radio (“LBPR”).

Section 2. LOCATION​—The principal office for the transaction of the business of the
corporation is located at 203 Pine Ave. Long Beach, Los Angeles County, California 90802.
The Directors may change the principal office from one location to another. Any change of
location shall be noted by the Secretary in these Bylaws.

ARTICLE II.
PURPOSE
Section 1. NON-PROFIT PURPOSE​—This tax-exempt, charitable organization is non-profit,
non-sectarian, and non-political in its policies and activities. LBCTMC shall seek contributions,
grants and other income, invest and manage its resources, and apply its resources to the
furtherance of its mission. These resources are irrevocably dedicated to public benefit purposes.
No part of the net earnings, properties, or assets of LBCTMC, on dissolution or otherwise, shall
ever inure to the benefit of any private person or individual, or to any Director or officer of
LBCTMC. On liquidation or dissolution, all properties and assets remaining after payment, or
provision for payment, of all debts and liabilities of LBCTMC shall be distributed to a nonprofit
fund, foundation, or corporation that is organized and operated exclusively for charitable
purposes and that has established its exempt status under Internal Revenue Code section
501(c)(3).

Section 2. SPECIFIC PURPOSE—Our mission is to promote and foster the use of

community access media outlets and programming through the support of production,
promotion and dissemination of public media throughout the City of Long Beach and the
Los Angeles Basin region. LBCTMC promotes the advancement of media arts through the
provision of education, technical assistance and access to production facilities by
encouraging and supporting the development of diverse artistic and cultural expressions.

ARTICLE III.
MEMBERSHIP
Section 1. ELIGIBILITY FOR MEMBERSHIP​—LBCTMC is a community membership
organization open to the general public for purposes of supporting, producing and disseminating
public media. There shall be three categories of membership:
a. ​Individual Membership​: Shall be open to individuals.
b. Organizational Membership: Shall be open to organizations engaged in media
programs or services (including but not limited to, production, presentation, research,
distribution, exhibition, funding, or education).
c.​ ​Affiliate Membership​: May be open to all other organizations, foundations, and
corporations who are interested in the field of media production at the discretion of the
Board of Directors.

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Section 2. MEMBERSHIP DUES​—Each Member is required to pay annual dues to LBCTMC.
The Board shall determine the amount of annual dues.
a. Membership shall be automatically conferred upon payment of annual dues. Membership
shall be conferred, at the discretion of the Board, upon payment of annual dues, current
eligibility, and subject to Article III, Section 3(c).
b. The Board of Directors, at their discretion, may also waive annual dues for individuals
who have performed a significant amount of volunteer hours to the organization.
c. It shall be at the sole discretion of the Board whether organizations and affiliates are
eligible for Membership.

Section 3. RESIGNATION AND TERMINATION​—The membership of any individual,

organizational, or affiliate shall terminate upon occurrence of any of the following:
a. Failure to pay annual dues within 90 days of the due date.
b. A written notice of resignation to the Membership Director or to the Board of Directors
(the “Board”).
c. The determination by the Board of Directors or a committee designated to make such
determination that the member has failed in a material and serious degree to observe the
rules of conduct of the corporation, or has engaged in conduct inimical to the best interest
of the corporation. Rules of conduct for the corporation, in general, is the presumption
that a person acts in good faith and in a manner which is lawful and can be reasonably
construed to be in the best interest of the corporation.

ARTICLE IV
MEETINGS OF MEMBERS
Section 1. LOCATION​—Meetings of the membership shall be held at any place within the
Long Beach area, as designated by the Board of Directors. In the absence of any such
designation, meetings shall be held at the principal office of the corporation.

Section 2. ANNUAL MEETING OF MEMBERS​—The annual meeting of the Members

shall be held within thirteen (13) months of the previous annual meeting at the principal office
of LBCTMC, or at such place within or without the City of Long Beach as the Board may from
time to time determine and as shall be designated in the notice of such a meeting. The Board
may, in its discretion, permit Members to attend by phone, or other electronic form of
communications, provided that attendance by such means does not unreasonably disrupt the
annual meeting or subject LBCTMC to any unreasonable expense.

Section 3. SPECIAL MEETING OF MEMBERS​—Special meetings of the Members for any

purpose or purposes may be called at the discretion of the President, fifty percent (50%) or
more of the Directors of the Board, or fifteen percent (15%) of the voting Members upon their
written demand, which must be presented to the Secretary. Special meetings shall be held at the
principal office of LBCTMC, or such place within or without the City of Long Beach as the
Board may from time to time determine and as shall be designated in the notice of such a
meeting.

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Section 4. NOTICE OF MEETINGS​—Notice shall be given electronically by email, text and
social media announcements, in accordance with the contact information collected from
members at least fourteen (14) and not more than fifty (50) days before such meeting. In the case
of a special meeting demanded in writing by fifteen percent (15%) of the voting Members
pursuant to Section 3 above, the Secretary shall give notice promptly upon receipt of the written
demand.

Section 5. QUORUM​—The voting members present at any properly announced meeting shall
constitute a quorum.

Section 6. VOTING​—The term “voting Members” shall refer to Organizational and Individual
Members only.

a. Individual Members are eligible to vote after ninety (90) consecutive days of
membership. Members in good standing shall be entitled to one (1) vote at meetings.
b. Each Organizational Member shall designate one (1) Representative to act for it and on
its behalf with respect to all matters pertaining to LBCTMC and shall designate one (1)
Alternate who shall act in the event of the Representative’s absence or incapacity. The
Organizational Member’s designation of its Representative shall be by written
notification to the Secretary of LBCTMC, and shall be effective until superseded by
further written notification.
c. The voting Members shall have the right to vote at the annual meeting and any special
meeting, on all actions by LBCTMC that require a vote.
d. All issues to be voted on shall be decided by a simple majority of those voting members
present at the meeting in which the vote takes place

Section 7. PROXIES​—Every Member entitled to vote at a meeting of Members, or to express

consent or dissent, may authorize another individual member to act for it by proxy. In order to be
effective, a proxy must be in writing, signed by the authorizing Member, and submitted to the
Secretary of LBCTMC at or prior to the meeting.

ARTICLE V.
DIRECTORS
The Board of LCTMC shall be composed of persons elected from the voting Organizational and
Individual Members of LBCTMC and others appointed by the elected Directors. In addition, the
Executive Director of LBCTMC may be an ex-officio member of the Board, and may be
authorized to vote on all issues brought before the Board, except those issues and discussions
pertaining to the Executive Director’s employment, remuneration or personal benefit.

Section 1. GENERAL POWERS AND DUTIES​—All corporate powers shall be exercised by

the Board, except as otherwise expressly provided by law, by LBCTMC’s Article of
Incorporation, or in these Bylaws. The duties of the Board shall include, but not be limited to, the
following:
1. To manage the affairs of LBCTMC.
2. To transact necessary business in the intervals between meetings of the membership and
such other business as may be referred to it by the Executive Committee.
3. To create standing committees.
4. To approve the plans of work of the standing committees.

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 5. To appoint an auditor or an auditing committee.
6. To approve and oversee the LBCTMC budget.
7. To take necessary and appropriate steps to secure the financial stability of LBCTMC.

Section 2. NUMBER, QUALIFICATIONS, REQUIREMENTS, AND TENURE

a. The Board shall consist of no less than seven (7), not including any organizational
directors which may be established at the time, and no more than fifteen (15) voting
members, as determined from time to time by the Board.
b. To be eligible for appointment as a director of the Board a qualified individual must live
and/or work in the Greater Los Angeles/Orange County area. Potential members from
outside this area may also be considered if they possess unique qualifications that will
enhance the mission of LBCTMC.
c. Every potential and incumbent director is required to abide by all policies and
procedures of the corporation. Each Director shall execute a Board Commitment form,
Conflict of Interest Disclosure, and Confidentiality Agreement, consistent herewith
upon being voted onto and accepting appointment to the Board of Directors.
d. No two members of the Board of Directors related by blood or marriage/domestic
partnership within the second degree of consanguinity or affinity may serve on the Board
of Directors at the same time.
e. Each member of the Board of Directors shall be a member of the Corporation whose
membership dues are paid in full.
f. Each member elected to the Board of Directors shall hold office for up to a three-year
term. Each may serve up to three (3) consecutive terms, after which they must take a
one-year hiatus, before being eligible for reelection.
g. Their terms shall be staggered so that at the time of each annual meeting, no more than
fifty (50%) of all members of the Board of Directors shall expire.

Section 3. MANNER OF ELECTION AND REMOVAL OF DIRECTORS

a. Election Committee​: Prior to the Annual Membership meeting, the Election Committee
shall collect materials related to each candidate nominated for election to the Board of
Directors including, but not limited to resumes, letters of intent, or questionnaires. The
committee shall review candidates to determine eligibility and ensure qualifications set
forth in these bylaws are met. The committee will present materials collected to members
for review prior to, or during, the Annual meeting of the membership.
b. Nominations from the floor​: At the Annual meeting, any voting member present
may place names in nomination. Nominations will be limited to one (1) per
Organizational and Individual Member. Nominees must be able to demonstrate
experience and ability to meet the qualifications set forth in these bylaws.
c. Solicitation of Votes​: Each prospective candidate in attendance at the Annual meeting
shall be given equal time to make themselves known to the membership.
d. Election​: Elected Directors shall be elected by ballot during the Annual Meeting. Eligible
members may vote for one (1) nominee to fill each vacancy on the Board. The number of

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 vacancies shall be specified on the ballot. Those nominees having the greatest number of
votes shall be elected to the Board.
e. Seating of New Directors​: New Directors shall take office following the conclusion of a
vote of the Membership at the Annual meeting, or any time thereafter, if there are
circumstances outside the control of either the Board of Directors or incoming Directors
that preclude a timely assumption of responsibilities by new Board members.
f. Removal​: If a Director is absent from three (3) consecutive Regular meetings of the
Board without good cause, the Board by a vote of the majority, may declare the place of
that Director vacant. The term of office of any Director may be terminated at any time,
with or without cause, by decision of two-thirds (2/3) of the voting Directors.

Section 4. RESIGNATION—Any Director may resign, at any time, by giving written notice to
the President or Secretary. Any such resignation shall take effect at the time specified therein
and, unless otherwise specified, the acceptance of such resignation shall not be necessary to
make it effective, unless such immediate resignation results in there being no President,
Treasurer or Secretary.

Section 5. REGULAR AND SPECIAL MEETINGS—Regular meetings of the Board may be

held at such places and times as may be fixed from time to time by resolution of the Board. No
notice need be given of such regular meetings. The President, Secretary, or any two (2)
Directors, may call a special meeting of the Board.

Section 6. NOTICE​—Notice of special meetings of the Board shall be given in writing, by

telephone, e-mail or other electronic means. Each Director shall be notified at his/her last known
street or electronic address at least seven (7) days before the time designated for such a meeting.
Emergency meetings, however, may be called on two (2) days notice.

Section 7. QUORUM​—The presence, in person or by phone or other electronic means of

communications, of at least fifty percent (50%) of the Board shall constitute a quorum, but a
lesser number shall have power to adjourn to a specified later date.

Section 8. MANNER OF ACTING

a. Every act or decision done or made by a majority of the Directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board of
Directors, subject to the provisions of the California Nonprofit Corporation Law.
b. Any action required or permitted to be taken by the Board of Directors may be taken
without a meeting, if all directors of the Board, individually or collectively, consent in
writing—either via email or text—to that action. Such action by written consent shall
have the same force and effect as a unanimous vote of the Board of Directors. Such
written consents shall be filed with the minutes of proceedings of the Board.

Section 9. VACANCIES AND NEWLY CREATED DIRECTORSHIPS

a. A vacancy arising for any reason in the Board shall be filled by majority vote of the
voting Directors. However, if a vacancy remains unfilled for six (6) months and a quorum
cannot be obtained as a consequence, the President may appoint a Director to fill such a
vacancy. A Director elected or appointed to fill a vacancy shall hold office for the
duration of the term of the Director whose place has become vacant.

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 b. Newly created Directorships resulting from an increase in the number of Directors shall
be filled by vote of the Members at a meeting called specially for that purpose or by
appointment by elected Directors, consistent with other provisions of this Article.
c. No reduction of the authorized number of Directors shall have the effect of
removing any Director before that Director’s term of office expires.

Section 10. ADVISORY COUNCIL​—An Advisory Council may be created whose

members shall be elected by a majority vote of the members of the Board of Directors but
who shall have no duties, voting privileges, nor obligations for attendance at regular
meetings of the Board. Advisory Council members may attend said meetings at the
invitation of a member of the Board of Directors. Members of the Advisory Council shall
possess the desire to serve the community and support the work of the Corporation by
providing expertise and professional knowledge. Members of the Advisory Council shall
comply with the confidentiality policy set forth herein and shall sign a confidentiality
agreement consistent therewith upon being voted onto and accepting appointment to the
Advisory Council. Any member of the Advisory Council may be removed with or without
cause, at any time, by majority vote of the members of the Board of Directors if in their
judgment the best interest of the Corporation would be served thereby.

ARTICLE VI.
OFFICERS
Officers of LBCTMC shall be President, Vice-President, a Secretary, and a Treasurer.
Section 1. ELECTION AND TERM OF OFFICE​—Officers shall be elected by the Board
from its voting Directors. The term of each office shall not exceed two years, though officers
may repeat the same position held for two terms, after which they must take a one-year hiatus,
with the exception of Treasurer, who may be elected to consecutive terms not to exceed four
terms.
Section 2. REMOVAL OF OFFICERS​—The Board shall have the right to remove any officer
at any time, with or without cause, by two-thirds (2/3) vote of the Board, not including the
officer who is subject of the vote.
Section 3. RESIGNATION​—Any officer may resign at any time by notifying in writing the
President, Secretary, or all Directors of the Board. Any such resignation shall take effect at the
time therein specified, and, unless otherwise specified, the acceptance of such resignation shall
not be necessary to make it effective.

Section 4. PRESIDENT: POWERS AND DUTIES​—The President shall be responsible for

supervising the operation of LBCTMC under the general direction of the Board and the voting
Membership. Except in cases where it shall be expressly delegated by the Board or by the
Bylaws to some other officer or agent, the President may sign and execute in the name of
LBCTMC leases, bonds, contracts, and other instruments. The President shall preside at all
meetings of Members and of the Board and may give notice of any meeting, either of Members
or of the Board, when called in accordance with the provisions of these Bylaws. The President
shall report to the Board and the Members at each of these meetings.

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Section 5. VICE PRESIDENT: POWER AND DUTIES​—The Vice-President shall perform
all duties of the President in the absence or incapacity of the President, and perform such other
duties as may be assigned by the President or the Board.
Section 6. SECRETARY: POWERS AND DUTIES​—The Secretary shall give notice of the
meetings of Members and of the Board as provided by these Bylaws, record their proceedings,
maintain an accurate list of Members of LBCTMC with their names, addresses, telephone
numbers, other contact information and perform such other duties as may be assigned by the
President or the Board.
Section 7. TREASURER: POWERS AND DUTIES​—The Treasurer shall keep an account of
all monies received and expended for the use of LBCTMC; deposit corporate funds in
depositories approved by the Board; make reports of the finances of LBCTMC at each annual
meeting, at each regular meeting of the Board and when requested by the President, or at a
regular or special meeting when requested in writing by at least fifteen percent (15%) of the
voting membership at least two (2) weeks before such meeting; and performs such other duties
as may be assigned by the President or the Board. LBCMTC funds, books, vouchers, and any
other materials in the hands of the Treasurer shall be at all times subject to the inspection,
supervision, and control of the Board. Within thirty (30) days of the expiration of her/his term of
office, a Director shall return to LBCTMC all LBCTMC books, money and other property in
her/his possession.

ARTICLE VII.
COMMITTEES
Section 1. FORMATION​—The Board may, from time to time, create committees as needed
and may determine the names of such committees and whether or not the members of such
committees must be Members or Directors of LBCTMC. The President appoints all committee
chairs.
Section 2. EXECUTIVE COMMITTEE​—The officers serve as the members of the Executive
Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the
Executive Committee shall have all the powers and authority of the board of directors in the
intervals between meetings of the board of directors, and is subject to the direction and control of
the full board.
Section 3. STANDING COMMITTEES— In addition to its officers, which constitute the
Executive Committee, the Board shall maintain the following Standing Committees, each one of
which shall be chaired by a Director of the Board: Membership, Finance, Governance, and
Election. The Board may designate additional standing committees as it deems necessary and
appropriate to the functioning of the organization, and appoint ad hoc committees to serve for a
specified period of time and to accomplish a specific task or tasks.

ARTICLE VIII.
CORPORATE STAFF

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From time to time, the Board of Directors may hire an Executive Director, organizational
directors or employees who shall serve at the will of the Board. No officer, Executive Committee
member or member of the Board of Directors may individually instruct the Executive Director,
organizational directors, or any other employee. The Executive Director, Organizational
directors, or any other employee may not be related by blood or marriage/domestic partnership
within the second degree of consanguinity or affinity to any member of the Board of Directors.
An Executive Director, organizational directors, or managers may be hired at any meeting of the
Board of Directors by a majority vote and shall serve until removed by the Board of Directors
upon an affirmative vote of two-thirds (2/3) of the members present at any meeting of the Board
Directors. Such removal may be with or without cause. Nothing herein shall confer any
compensation or other rights on any Executive Director, organizational director, or manager who
shall remain an employee terminable at will, as provided in this Section.

ARTICLE IX.
AMENDMENTS
Pursuant to California Non-profit law, the Board of Directors may amend these Bylaws by
majority vote at any regular or special meeting. Written notice setting forth the proposed
amendment or summary of the changes to be effected thereby shall be given to each director
within the time and the manner provided for the giving of notice of meetings of directors.
However, the Bylaws may not be restated without a majority vote of the Organizational and
Individual voting members. A vote to restate bylaws may take place at the Annual membership
meeting or a special meeting called by the Board so long as members receive a copy of the
restated bylaws at least fourteen (14) days prior to a vote.

ARTICLE X.
MISCELLANEOUS
Section 1. BOOKS AND RECORDS​—The corporation shall keep complete books and records
of account and minutes of the proceedings of the Board of Directors.

Section 2. CONFLICTS OF INTEREST—Conflict of interest arises whenever the personal or

professional interests of a Director, member of the Advisory Council, a management-level
LBCTMC employee, or their respective partners, spouses, or immediate family members (each
an “Interested Party”) is at odds with the best interests of LBCTMC. To assure that the best
interests of LBCTMC are protected, the Board shall develop and implement a Conflict of Interest
Policy that:
1. Identifies potential conflicts of interest as they arise
2. Assures that an Interested Party not participate in Board deliberations or vote of the
Board on the matter
3. Requires the Board to hire or contract with the Interested Party only if the Board
determines that the Interested Party is the best qualified person, and that the Interested
Party will provide the goods or services at the best price.
4. Records in the minutes of the Board meeting that the potential conflict of interest was
disclosed to the Board and that the Interested Party did not participate in Board
deliberations or vote.

Section 3. COMPENSATION​—Members of the Board of Directors shall not receive any

compensation for their services as Directors.

Section 4. AUTHORITY TO BORROW, ENCUMBER ASSETS​—No Officer, Agent

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or employee of this corporation shall have any power or authority to borrow money on its
behalf, to pledge its credit or to mortgage or pledge its real or personal property, except
within the scope and to the extent of the authority delegated by resolutions adopted from
time to time by the Board of Directors. Authority may be given by the Board of Directors
for any of the above purpose and may be general or limited to specific instances.

Section 5. DEPOSIT OF FUNDS​—All funds of this corporation shall be deposited from time
to time to the credit of this corporation in such banks, trust companies, or other depositories as
the Board of Directors may approve or designate. All such funds shall be withdrawn only in a
manner or manners authorized by the Board of Directors from time to time.

ADOPTION OF BYLAWS
We, the undersigned, are directors of this corporation, and we consent to, and hereby do, adopt
the foregoing Bylaws, consisting of the nine (9) preceding pages, as the restated Bylaws of this
corporation.

ADOPTED AND APPROVED by the Board of Directors on this 31st day of January, 2018.

________________________________________ ________________________________________
Ashley Aguirre, President LBCTMC Jordan Fitzpatrick, Vice President LBCTMC
1____________________
/ 31 / 2018 01/31/2018
____________________
Date Date

CERTIFICATION OF SECRETARY
I, the undersigned, certify that I am the presently elected and acting Secretary of the Long Beach
Community Television & Media Corporation, a California nonprofit corporation, and the above
Bylaws, consisting of nine (9) pages, are the restated Bylaws of the corporation as adopted on
this 31st day of January, 2018 per an electronic vote held by the Board of Directors. A
supporting electronic record of the vote will be filed with minutes from the Annual Membership
meeting to be held on the 3rd day of February, 2018.

_________________________________________
Jeanne Kyle, Secretary LBCTMC
01/31/2018
____________________
Date

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 Audit Trail

TITLE REVISED: LBCTMC Restated Bylaws for Signature

FILE NAME LBCTMC_RestatedBylaws_2018.pdf

DOCUMENT ID d3ff2c1c5e3a6d1e38229008813b3f962afebc51

STATUS Completed

01/31/2018 Signed by Ashley Aguirre (ashley@iheartcomix.com)

22:06:49 UTC IP: 172.114.152.21

01/31/2018 Sent for signature to Jeanne Kyle (jeannekyle@gmail.com) and

22:07:07 UTC Jordan Fitzpatrick (ticklunatalk@gmail.com) from
ashley@iheartcomix.com
IP: 172.114.152.21

01/31/2018 Viewed by Jeanne Kyle (jeannekyle@gmail.com)

22:17:22 UTC IP: 4.35.154.2

01/31/2018 Signed by Jeanne Kyle (jeannekyle@gmail.com)

22:18:19 UTC IP: 4.35.154.2

01/31/2018 Viewed by Jordan Fitzpatrick (ticklunatalk@gmail.com)

23:42:25 UTC IP: 47.152.226.151

01/31/2018 Signed by Jordan Fitzpatrick (ticklunatalk@gmail.com)

23:44:12 UTC IP: 47.152.226.151

01/31/2018 The document has been completed.

23:44:12 UTC