CONSTITUTION
FRIENDS OF WOSU
A non-profit corporation
under the laws of
the State of Ohio
Amended November 1, 1995
CONSTITUTION
FRIENDS OF WOSU
ARTICLE ONE – Name
The name of this Ohio non-profit corporation is: Friends of WOSU.
ARTICLE TWO – Principal Office
The principal office of Friends of WOSU is: The Ohio State University, Fawcett
Center for Tomorrow, 2400 Olentangy River Road, Columbus, Ohio 43210.
ARTICLE THREE – Purpose
Section 1: Friends of WOSU is to assist the WOSU Stations in raising funds that
will be used to preserve, support, and enhance the Stations’ services.
Friends of WOSU is to advise WOSU Stations’ management on fundraising and
other Stations’ activities.
Friends of WOSU is to promote good will for the WOSU Stations, and support
communications among members of the Friends of WOSU, the larger community, The
Ohio State University, and the WOSU Stations.
Section 2: Friends of WOSU is a non-political organization designed to aid and
work with the professional staffs of the WOSU Stations (The Ohio State University
Telecommunications Center) in fulfilling the University’s radio and television stations’
license and other obligations, as prescribed by public law, the Federal Communications
Commission, the Corporation for Public Broadcasting, other federal, state and municipal
agencies, and policies of The Ohio State University.
Section 3: Friends of WOSU shall have no authority to exercise control over the
management or operations of the WOSU Stations.
ARTICLE FOUR – Membership
All persons, regardless of age, race, color, creed, national origin, sex or sexual
preference, are eligible for membership in Friends of WOSU. The Board of Directors of
Friends of WOSU shall provide for classes of membership and may recommend dues,
terms and conditions thereof.
ARTICLE FIVE – Officers
Section 1: Names, Qualifications. The offices of Friends of WOSU shall be a
President, a Vice President, a Secretary, and a Treasurer, each of whom must be a
member in good standing of Friends of WOSU and its Board of Directors.
Section 2: Election. A meeting of the Board of Directors shall be held immediately
following the annual meeting of the Friends of WOSU for the purpose of election of
officers. A slate, together with nominations from the floor, if any, shall be voted upon by
the Board of Directors. A majority vote of those members of the Board present is
required for election.
Section 3: Term. Officers shall serve for a term of twenty-four (24) months,
commencing the first day of July following their election and until their successors are
elected and qualified; provided, however, that any person elected to a vacant office
shall serve for the remainder of the unexpired term of that office.
Section 4: Duties of Officers, Success of Vice President, Delegation by Secretary
and Treasurer; Availability of Records.
a)
The President shall preside at all meetings of Friends of WOSU and
shall be Chairperson of the Board of Directors and an ex-officio member of
all Board committees.
b)
The Vice President shall perform the duties of the President in the
absence or disability of the President, and at other times at his or her
request. In addition, the Vice President shall be, ex-officio, President-elect
of Friends of WOSU and shall succeed to the office of President at the
conclusion of his or her term as Vice President, whether or not he or she
has filled a vacancy in the office of President as hereinafter provided. If
the office of President becomes vacant, the Vice President shall become
President for the unexpired term. In the event that the Vice President
elected to a full term fills a vacancy in the office of President, the person
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elected to his or her vacant office of Vice President shall not be Presidentelect during the unexpired term of his or her predecessor.
c)
The Secretary shall have custody of all record of names and
addresses and other information relating to all members of Friends of
WOSU. The Secretary shall record all changes in such records. No person
shall release the names of members for political or commercial purposes.
The Secretary shall be responsible for the sending of all notices to
members, Board of Directors members, Executive Committee members
and advisers, as required, and shall submit reports of all meetings and
activities of Friends of WOSU to its Board of Directors.
d)
The Treasurer shall supervise all receipts and expenditures of Friends
of WOSU and shall be responsible for collection of dues of members.
e)
Both the Secretary and Treasurer may delegate recordkeeping,
clerical, collection and accounting functions of their offices to persons
designated for that purpose by the General Manager of the WOSU
Stations, but shall be responsible for oversight of the performance of their
delegated duties to the extent that they will always be in a position to
report accurate information concerning matters under their jurisdiction to
the Board of Directors.
f)
Statistical information from records of Friends of WOSU shall always
be available, during regular business hours, to all persons.
ARTICLE SIX – Board of Directors
Section 1: General powers of the Board of Directors. The government of Friends
of WOSU and the direction of its activities shall be vested in a Board of Directors which
shall consist of not more than thirty-six (36) members:
a)
Twenty-four (24) selected members;
b)
The General Manager of the WOSU Stations
c)
The person appointed as Auction Chairperson at the end of a WOSUTV Auction, who shall serve as an ex-officio voting member of the Board
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for a one-year term beginning on the first day of July following his or her
appointment;
d)
The WOSU Representative to the Ohio State University Alumni
Advisory Council, who shall serve as an ex-officio voting member of the
Board for the three-year term of his or her office; and
e)
The Chairperson of each of the four (4) WOSU Regional Advisory
Committees, who shall serve as an ex-officio voting member of the Board.
The immediate Past President of the Friends of WOSU shall serve as an exofficio voting member of the Board for the one year following his or her term as
President should his or her regular term of office not extent through that year. He or she
shall be adviser to the Board of Directors.
(The number 36 comes from the possibility of having three (3) groups of eight (8)
serving on the Board (24), plus Auction Chairperson (25), Alumni Representative (26),
General Manager (27), Past President (28), the four officers taking their terms beyond
their elected time periods (32), and the four (4) Chairpersons of WOSU Regional
Advisory Committees (36).
Section 2: Qualification of Board of Directors members, Selection, Term. Except
as provided in Section 1 hereof, members of the Board of Directors shall be selected at
large, eight (8) of them each year, by the Board of Directors Composition and
Nominating Committee, subject to approval by vote of the members in good standing of
Friends of WOSU by mail ballot in May. A slate of eight (8) nominees shall be presented
by the Composition and Nominating Committee to the Board for acceptance of the slate
prior to the slate being presented to Friends of WOSU for their approval. In the event of
the disapproval of any nominee, by a majority vote of the members, a vacancy on the
Board shall exist, and the person disapproved shall be ineligible to be appointed to the
Board during the remainder of the term for which such person was disapproved.
All members of the Board of Directors shall be members in good standing of
Friends of WOSU, and shall make at least one WOSU Endowment contribution.
Except as otherwise provided herein, all terms of office of Members of the Board
of Friends shall be for a period of three years commencing the first day of July following
their selection and until a period of one (1) year has elapsed after the end of the second
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such consecutive term; provided, however, that the term of a Member of the Board of
Directors shall be extended so as to be coextensive with the Member’s term of office as
an officer of Friends of WOSU in the event that that officer’s term of office extends
beyond his term as a Member of the Board of Directors. Employees of the WOSU
Stations and The Ohio State University Development Fund shall be ineligible for
selection, and to serve, as members of the Board of Directors, except as provided in
this constitution.
Section 3: Vacancies. Vacancies on the Board of Directors shall be filled by a
majority vote of the remaining members, at a meeting at which a quorum is present.
Section 4: Standards. Standards for membership on the Board of Directors are
indicated in ARTICLES THREE and SIX.
Section 5: Meeting. The Board of Directors shall meet on call of the President or
Vide President or at such other times as may be specified in writing, signed by at least
six (6) of its members, and filed with the Secretary. A meeting called by six (6) members
shall be held not earlier than ten (10) days or later than twenty (20) days after written
request for the meeting is filed with the Secretary.
A majority of the members, excluding vacant seats, shall constitute a quorum of
the Board of Directors. All questions coming before the Board of Directors shall be
decided by a majority vote of the members in attendance.
Section 6: Notice of Meetings, Prohibition Without. The Board of Directors shall
transact no business unless notice of the time and place of the meeting shall have been
mailed or delivered to the place designated by each of its members and its advisers on
file with the Friends of WOSU, at least forty-eight (48) hours in advance of the meetings.
ARTICLE SEVEN – Meetings of Members (Annual Meeting)
An annual meeting of the Friends of WOSU shall be held in June or as
determined by the Executive Committee and the Board of Directors. At such meeting,
the President, assisted by some or all of the other officers, shall report on the state of
Friends of WOSU.
An annual financial report shall be presented at the annual meeting of members.
In addition, there may be such other meetings of members from time to time as may be
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called by resolution of the Board of Directors or otherwise provided in future by-laws. At
all meetings of member of Friends of WOSU, all business properly coming before the
meeting may be transacted. Fifteen (15) members shall constitute a quorum of the
members at all meetings of members. All questions coming before the members shall
be decided by a majority vote of those members in attendance.
ARTICLE EIGHT – Committees
Section 1: Appointments. The President of the Friends of WOSU, with the
approval of the Board of Directors, shall appoint committee chairpersons, committee
members, commissions, and standing and ad hoc committees as deemed necessary to
meet the objectives of the Board of Directors.
Section 2: Executive Committee. The Executive Committee shall consist of the
officers of the Board, the Immediate Past President, the Chairpersons of the major
committees, and other persons as deemed helpful by the President. The Executive
Committee shall have and execute the powers of the Board of Directors between
meetings of the Board of Directors.
Section 3: Composition and Nominating Committee. The President, with the
approval of the Board of Directors, shall appoint a Composition and Nominating
Committee. The Committee shall determine that composition of the Board of Directors
which reasonably reflects the diverse needs and interests of the communities served by
the University’s radio and television stations; and it shall select the slate of names to be
presented to the members for approval, or the Board of Directors for appointment, as
the case may be, as members of the Board, in accordance with its composition
determination. The Committee shall nominate a slate of persons for election as officers.
Section 4: WOSU Regional Advisory Committees
a)
The President of the Board of Directors, or his/her Board-member
designee(2), shall see that a WOSU Regional Advisory Committee is
established and maintained in each of the regions served by a WOSU
remote transmitter.
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b)
The purposes of each WOSU Regional Advisory Committee shall be
the same as the purposes of the Friends organization, as enumerated in
ARTICLES THREE and SIX above.
c)
Each WOSU Regional Advisory Committee shall consist of seven (7)
individuals who reside in the region served by a WOSU remote transmitter
and who are members in good standing of the Friends of WOSU.
Appointment to a WOSU Regional Advisory Committee shall be upon
the recommendation shall be upon the recommendation of the President
of the Friends Board of Directors, or his/her designee(s), with the
concurrence of a majority of the members of the Board present and voting
at the last regular Board meeting prior to June 1 each year.
In recommending individuals for Advisory Committee membership, the
President of the Friends Board, or his/her designee(s), shall consult with
the staff of the WOSU Stations and community representatives in the
region served by the WOSU remote transmitter.
The same procedure shall be used to fill Advisory Committee
vacancies in a timely manner.
Members of a WOSU Regional Advisory Committee shall serve terms
of three years, commencing the first day of July following their selection
and until their successors have been selected and qualified. To provide for
continuity as well as change, two of the members of a newly established
WOSU Regional Advisory Committee shall serve terms of one year; two,
of two years; and three, of three years – with the terms of each to be
determined by lot.
Members may serve only two (2) consecutive full terms and shall not
again be eligible to serve until a period of one (1) year has elapsed after
the end of the second such consecutive term.
d)
Each WOSU Regional Advisory Committee shall have three officers,
as follows: Chairperson, Vice Chairperson, and Secretary, each of whom
shall serve a two-year term. To be elected, officers require a majority vote
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of Advisory Committee members at the Committee’s annual organization
meeting, which shall be held in July.
e)
The Chairperson shall preside at all meetings of the Regional Advisory
Committee, shall be an ex-officio voting member of the Friends Board,
shall attend Friends Board meetings, shall be afforded an opportunity to
make a report on the activities of his/her Advisory Committee at each such
meeting, and shall submit an annual report of the Committee’s activities to
the President of the Friends Board prior to June 1.
f)
The Vice Chairperson of each Regional Advisory Committee shall
perform the duties of the Chairperson in the absence of the Chairperson
and at other times at his/her request, and if a vacancy should occur in the
office of Chairperson prior to the conclusion of the Chairperson’s term, the
Vice Chairperson shall succeed to the office of Chairperson.
g)
The Secretary of each Regional Advisory Committee shall be
responsible for the sending of all notices to Advisory Committee members,
keeping minutes of Advisory Committee meetings, and otherwise
maintaining a record of the Committee’s activities.
h)
Each WOSU Regional Advisory Committee shall meet at least three
times per year.
The President of the Friends Board of Directors and the General
Manager of the WOSU Stations shall designate a member of the Friends
Board and/or a staff representative to attend each such meeting.
ARTICLE NINE – Compensation
All committee members, officers and member of the Board of Directors shall
serve without compensation, but their reasonable expenses incurred in the discharge of
their duties for Friends of WOSU may be reimbursed upon authorization by the Board of
Directors.
ARTICLE TEN – Miscellaneous
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Section 1: Fiscal year. The fiscal year of Friends of WOSU shall begin on the
first day of July, in each year, unless otherwise provided from time to time by the Board
of Directors.
Section 2: Amendments. This constitution may be amended by a majority vote of
the members of the Board of Directors.
Section 3: Voting upon shares held by Friends of WOSU. Unless otherwise
ordered by the Board of Directors, the President in person or by proxy or proxies
appointed by him shall have full power and authority on behalf of Friends of WOSU to
vote, act and consent with respect to any shares, which it may own, issued by other
corporations.
Section 4: Articles to govern. If any provision of this constitution shall be
inconsistent with the Articles of Incorporation, the Articles of Incorporation shall govern.
Section 5: Harmonizing with the law. The provisions of this Constitution shall be
interpreted so that, at all times and from time to time, they will be given effect as fully as
permitted by the Ohio Non-Profit Corporation Law (Chapter 1702 of the Ohio Revised
Code). If, in any particular, from time to time, any provision of this Constitution is not
permitted by the Ohio Non-Profit Corporation Law, then such provision hereof shall be
not effective and the Ohio Non-Profit Corporation Law shall be controlling upon such
subject. All portions of this document not eliminated by the changes in the Ohio NonProfit Corporation Law will remain in effect.
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