BY-LAWS
Louisiana Cable & Telecommunications Association
ARTICLE I
NAME
Section 1: Name
The name of this corporation shall be the Louisiana Cable & Telecommunications Association, hereinafter referred to as the "Association." The Association shall be a nonprofit corporation organized under the laws of the State of Louisiana.
Section 2: Offices
The principle offices shall be at such places as the Board of Directors may from time to time designate.
ARTICLE II
OBJECTIVES
Section 1: Objectives
The objectives of the Association are:
a. To encourage and promote high standards of service.
b. To foster cooperation and understanding among its members.
c. To protect Association members in every lawful manner and to advance their mutual interest.
d. To distribute information and broaden the public understanding of the industry's role in the community.
e. To provide for and function as a source of continuing education concerning cable television and telecommunications services to the membership.
f. In general, to support any activity or organization in connection with the aforementioned objectives and purposes, and to have and exercise all the powers conferred by the laws of the State of Louisiana under nonprofit corporations formed under the laws of such state.
ARTICLE III
MEMBERSHIP
Section 1: Membership
The membership of the Association shall consist of Active, Associate, Participating and Honorary Members.
Section 2: Active Members
a. Active Members of the Association shall be:
1) Cable television companies serving communities and areas in the State of Louisiana. Hereinafter, a "cable television company" shall mean a multiple system operator or an independent company that owns and/or operates a cable television system, franchised by a local governing authority in the State of Louisiana which, in whole or in part, utilizes connecting wire, cable, fiber or relay facilities and associated equipment for the distribution by electronic means to subscribing members of the public of television, entertainment, information, or intelligence; or
2) Subsidiaries of cable television companies providing telecommunications services in the State of Louisiana.
b. To qualify as an Active Member, an individual, firm, group or corporation must be actively engaged in the operation of a cable television system or be a subsidiary of a cable television company actively engaged in the provision of telecommunications services within the State of Louisiana. The Board of Directors, by a 2/3 majority vote, shall have the power to determine if an individual, firm, group or corporation is or is not actively engaged in the operation of a cable television system in the State of Louisiana. Qualifications for Active Members are further defined in Article V, Section 2.
Section 3: Participating Members
a. Participating Members of the Association shall be any individual, firm, group or corporation engaged in the provision of telecommunications services in the State of Louisiana.
b. The Board of Directors, by a 2/3 majority vote, shall have the power to determine if an individual, firm, group or corporation may or may not qualify as a participating member. If and when such individuals, groups, firms or corporations are deemed to be in conflict with the objectives of the Association, the Board may reject such application by a 2/3 majority vote.
Section 4:
Associate Members
a. Associate Members of the Association shall be any individual, firm, group or corporation engaged in the manufacture, distribution and/or delivery of goods and services used in the cable television or telecommunications industries.
b. By a 2/3 majority vote, the Board of Directors may approve the application of any individual, group, firm or corporation interested in Associate Membership. If and when such individuals, groups, firms or corporations are deemed to be in conflict with the objectives of the Association, the Board may reject such application by a 2/3 majority vote.
Section 5: Honorary Members
Honorary Members of the Association shall be an individual who is not eligible for Active, Participating, or Associate Membership, but, because of his or her outstanding contribution to the cable television industry, shall be deemed worthy of this honor. Honorary Members shall be nominated and elected by a unanimous vote of the Board of Directors at the annual spring meeting (convention) of the general membership.
Section 6: Privileges of Membership
a. Active Members shall enjoy all privileges of membership and shall have the right to vote and hold office within the Association.
b. Participating Members shall enjoy all privileges of membership except that they shall not have the right to vote or hold office within the association.
c. Associate Members shall enjoy all privileges of membership except their right to vote and to hold office shall be limited to the office of Associate Director.
d. Honorary Members shall enjoy all privileges of membership except that they shall not have the right to vote or hold office within the Association.
Section 7: Obligations of Membership
a. To pay all fees and dues as provided by the By-laws and more specifically by Article V, Section 2.
b. To comply with any rules and regulations of the Association and its By-laws.
c. To agree not to infringe upon and/or interfere with the legal rights and legitimate business operations of other members of the Association.
d. To follow the Code of Ethics of the Association and to hold the objectives of the Association in high esteem.
ARTICLE IV
ELECTION OF MEMBERS
Section 1: Application
Application for admission to membership shall be made in writing and addressed to the Secretary/Treasurer in such form as the Board of Directors may from time to time prescribe. The election to membership shall be by majority vote of the total number of Directors present at any meeting of the Board of Directors, unless the Board of Directors shall otherwise determine. All applicants for membership must subscribe to and agree to abide by the By-Laws of the Association.
Section 2: Qualification
Membership in the Association shall be open to any individual, firm, group or corporation in Louisiana engaged in the business of providing one or two-way video, voice, or data transmission or any combination thereof, or any individual, firm, group or corporation engaged in the business of supplying goods and services to the cable television and telecommunications industries in the State of Louisiana.
Section 3: Membership Committee
The Board of Directors may, at its discretion, create a Membership Committee and delegate to such committee the power to receive and pass on all applications for membership, to make rules governing applications for membership and authority from time to time to change, alter or amend such rules.
Section 4: Standing Committees
a. The President, upon his election and during the annual spring meeting, shall appoint a Director to act as Chairman of the Legislative Committee. The Chairman shall select five (5) active members who are not members of the Board of Directors to serve on the Legislative Committee. The term for all members of the Legislative committee shall be one year.
b. The Community Service Award Committee shall be composed of the Association President, Immediate Past President and the Secretary/Treasurer. The Committee shall select an Active Member of the Association to receive the Award for outstanding, voluntary community service in their franchise area. The Award will carry with it a one thousand dollar (1,000.00) grant from the Association to be presented at the annual spring meeting (convention). Said grant shall be given by the recipient to a nonprofit organization in their community. The Committee shall select the recipient in January from written, mail-in nominations. Written notification of request for nominations will be sent to members of the Association in the fall of each year.
c. The Virgil Evans Award is to be given to the individual who has made a significant contribution to the Louisiana cable television industry in the past year or during their career in the industry. Those selecting the recipient shall be the last three recipients who are still active in LCTA. The award shall be presented at the annual general membership meeting by the last active recipient.
Section 5: Status
Membership in the Association shall be nontransferable.
Section 6: Expulsion from Membership
The Board of Directors by a 2/3 majority vote may expel any member for failure to abide by these By-Laws or any code of ethics or standards now or hereafter adopted by the Board of Directors provided that any such member be entitled to a reasonable hearing prior to such expulsion.
Section 7: Withdrawal
Any member of the Association in good standing who desires to resign or withdraw may do so by giving notice in writing to the President. The President shall accept and confirm said resignation in writing within three (3) days of such request.
Section 8: Change of Ownership
In the event of change of ownership of a member during the fiscal year, the member owning or controlling shall be credited with all dues paid by prior owner, during the applicable twelve (12) month period. All dues and fees paid the Association are non-refundable.
ARTICLE V
DUES AND FEES
Section 1: Annual Dues
The annual dues for each class of membership in the Association shall be set by a majority of the Active Members present at a regular membership meeting. Dues set in Article V, Section 2 of the By-Laws shall be payable in full before February 1 of each year. Any member who is more than 90 days delinquent with respect to the payment of annual dues shall, at the discretion of the Board of Directors, be subject to expulsion.
Section 2: Dues Payable
For the purpose of payment of dues and qualification as an active, voting member, a cable television company shall be defined as a single or multiple head-end operation servicing subscribers in the State of Louisiana. Active Membership of a cable television company includes all of its head-end operations and their cumulative subscriber base.
a. The following is a schedule of dues payable by all Active Members at a rate of:
1) On January 1, each year, dues shall be $300 for Active Members with 1,000 or less cable television subscribers. Active Members with 1,001 or greater cable television subscribers shall pay 30 cents per subscriber in annual dues.
2) From January 1, 1996 through December 31, 1997, telecommunications subsidiaries of cable television companies may become Active Members without obligation for annual dues. Thereafter, on January 1 of each year, telecommunications subsidiaries of cable television companies doing business in Louisiana shall pay 15 cents per access line in annual dues.
b. Initial membership filing fee for Active and Participating Members shall be $100.00.
c. Associate Membership dues shall be $175.00.
d. Participating Membership dues shall be $1,000.00
e. Honorary Members shall not pay dues.
f. The Board of Directors shall have full authority in setting fees for any exhibit, trade show, convention, seminar or exposition sponsored by the Association.
ARTICLE VI
GOVERNMENT
Section 1: Board of Directors
The Board of Directors shall be the governing body of the Association and shall have general supervision over its activities and business affairs.
Section 2: Member of the Board of Directors
a. The Board of Directors shall consist of the following:
1) the President
2) the Vice President/President Elect
3) the Secretary/Treasurer
4) the Immediate Past President
5) seven (7) Directors
6) three (3) Associate Directors
b. The Officers of the Association shall be the President, Vice President/President Elect, Secretary/Treasurer, and Immediate Past President.
Section 3: Duties and Powers of the Board of Directors
The Board of Directors shall have the following authority:
a. General supervision of the affairs and activities of the Association.
b. Shall have charge of funds and assets of the Association, and may designate a depository for the Association's funds and may invest them in such a manner as shall be deemed in the best interest of the Association.
c. To suspend or revoke membership of any member for breach of any obligation set forth in the By-laws of the Association.
d. Create, discharge and dissolve committees and review, approve, modify or reject the reports of all such committees.
e. To elect applicants into membership in the Association as provided in the By-laws.
f. To set the time and place for meetings of the Board of Directors.
g. To prescribe the number of members of all special committees and their purpose, power and responsibilities.
h. To set the time and place of regular meetings of the membership should the general membership not designate such times and places.
i. The Board of Directors shall meet no less than three (3) times each year to manage the affairs of the Association. One of such meetings shall be at the annual spring meeting of the general membership.
Section 4: Quorum
A quorum of the Board of Directors shall consist of a simple majority of the voting members of the Board either in person or by written proxy that has been presented to the Secretary/Treasurer by the time of such meetings. The President or Vice President must be included in such majority. At a meeting when less than a quorum of Directors is present, such meeting may be adjourned until such time that a quorum can be present.
Section 5: Vacancies and Absences
Should a vacancy occur within the Board of Directors, the Board of Directors shall immediately appoint a replacement until the next annual general membership meeting at which time the members shall elect a replacement. The Board of Directors has the power to designate persons to act during the absence or disability of an Officer in the Association and during such period to perform the duties of such Officer.
Section 6: Expulsion from the Board of Directors
Should any director be absent from three (3) or more consecutive meetings of the Board of Directors, the Board of Directors may, within its discretion and by a 2/3 majority vote of the total number of the Board of Directors, declare his position vacant.
Section 8: Limit on Committees
No single firm, group or corporation shall have more than two (2) representatives as members of a committee created by the Board of Directors.
Section 9: Voting
Voting shall be by voice poll or written ballot unless otherwise provided by the Board of Directors. Voting shall be conducted and supervised by an Election Committee appointed by the President for the election of Officers and Directors. Each Active Member of the Association in good standing and with all dues and fees paid shall have one (1) vote. Active members shall have the right to vote in elections for Officers and Directors and all matters affecting the By-laws of the Association and all such matters of business properly presented at all valid general membership meetings.
Section 10: Meetings
a. Meetings of the membership shall be held at such times and places as determined by the members. The general membership shall hold an annual meeting in the first half of each year for the purpose of electing Officers and Directors and transacting other proper business. This annual meeting shall be in a place of a member system, and this place will be designated by the membership each preceding year at such meeting. Should the general membership be unable to decide the place of this annual meeting, then the Board of Directors will have the authority to do so. If the annual meeting shall not be called and held by July 1 of each year, any five (5) members in good standing may call such meeting by forwarding a request by registered mail to the Secretary. In addition to the annual meeting, meetings of the general membership may be held at times and places as designated by a popular vote of members. No such meeting may be held for the purpose of conducting and transacting Association business unless each member in good standing is served by written notice as prescribed by these By-laws.
b. A quorum shall be those active members present in person or by proxy and voting.
c. At each meeting of the general membership or of the Board of Directors, each Active Member and/or Director is entitled to one (1) vote either in person or by proxy appointed by an instrument in writing subscribed by such member and delivered to the Secretary/Treasurer at the meeting. At each meeting of the membership, dues payments shall be checked and all members delinquent in dues or who owe any assessment will not be allowed to vote or participate in conducting Association business.
d. Regular meetings of the general membership shall be defined at the annual meeting for election of Officers and other such meetings as decided by popular vote of the membership. Regular meeting of the Board of Directors shall be defined as the three (3) meetings prescribed by these By-laws or any such additional regularly scheduled meetings prescribed by the Board of Directors.
e. Special meetings of the general membership may be held from time to time upon the call of the President or shall be held upon written request to the Secretary/Treasurer from not less than ten (10) percent of the voting members. A special meeting of the Board of Directors may be held from time to time upon call of the President or shall be held upon the written request to the Secretary/Treasurer from not less than five (5) of the Directors.
f. Notice of all regular general membership meetings of this Corporation shall be sent by mail or electronic device to each member no less than thirty (30) days prior to the date, stating the time and the place of such meetings. Notice of a special general membership meeting shall be sent by mail or electronic device to each member no less than ten (10) days prior to the date fixed therefore, stating the time and the place of such meeting and the purpose thereof. Notice of all regular Board of Director's meetings of this Corporation shall be sent by mail or electronic device to each Director no less than thirty (30) days prior to the date fixed therefore, stating the time and the place of such meeting. Notice of a special Board of Directors' meeting will be sent by mail or electronic device to each Director no less than ten (10) days prior to the date fixed therefore, stating the time and the place of such meeting and the purpose thereof. Within five (5) days after written notice of a special meeting is mailed or sent by electronic device, the Director shall be notified of such meeting by telephone. An emergency meeting of the Board of Directors shall only be called by the President, with each Director being notified by electronic device no less than three (3) days prior to the date fixed therefore, stating the time and the place of such meeting and the purpose thereof.
a. The Board of Directors shall, at its discretion, have the power to secure the services of, either by employment or contract, such staff and/or consultants as may be required to accomplish the objectives of the Association. The staff may include, but not be limited to, an Executive Director, who shall serve as the chief administrative agent for the Association.
ARTICLE VII
FISCAL YEAR
Section 1: Fiscal Year
The fiscal year of the Association shall be January 1 through December 31.
ARTICLE VIII
OFFICERS AND DIRECTORS
Section 1: Elections
Officers and Directors shall be elected at the general membership meeting of the Association.
Section 2: Nominations
The nominees for Officers and Directors shall be decided upon by a committee created by the Board of Directors for such purpose and reported to the general membership at the annual meeting. Additional candidates for offices to be filled may be nominated from the floor by Active Members at the time of the election.
Section 3: Term of Office
Terms of office shall be as follows:
a. Directors of the Association shall be elected for two-year terms. Officers shall serve one-year terms. The Vice President will also be designated as the President Elect and will automatically accede to the President after serving his term as Vice President. In addition, the President will move to the office of Immediate Past President when his term as President expires.
b. Directors for the Association shall be as follows:
1) Director
2) Director
3) Director
4) Director
5) Director
6) Director
7) Director
Directors 1, 2 and 3 shall be elected on even-numbered years. Directors 4, 5, 6 and 7 shall be elected on odd-numbered years.
c. Directors shall not be classified and shall be appointed to classification by the President as needed.
d. Three (3) Associate Directors shall be elected each year by Associate Members and shall replace the retiring Associate Directors.
e. Elections will be held during a regular meeting of the general membership of the Association for any vacancies that may occur or may become scheduled to occur during the present year. Members elected to fill vacant offices shall only serve the remainder of the unexpired term of such office.
Section 4: Duties of the President
The duties of the President shall be:
a. To ensure that the By-laws and rules and regulations thereof of the Association are adhered to and enforced. To report any infraction thereof to the Board of Directors.
b. To call for and preside at regular and special meetings of the Association and Board of Directors.
c. To appoint committees and committee members subject to the approval of the Board of Directors.
d. To represent the Association at functions, meetings or business or social affairs as authorized by the Board of Directors.
e. To perform other duties typically incident to the Office of President or assigned to him by the Board of Directors.
f. To appoint a representative from the Board of Directors to act as an Association Representative to Regional and National Cable Television Associations and to be charged with such duties and privileges as the Board of Directors may from time to time prescribe.
Section 5: Duties of the Vice President
The Duties of the Vice President shall be:
a. The Vice President shall, in the absence of the President, or when called upon by the President, act in his place for the transaction of the business of the Association.
b. In the event of a vacancy or the disability of the President, the Vice President shall assume the duties of the President for the remainder of such term or until a new President shall have been elected by the Association.
c. The Vice President shall have such duties as assigned him by the Board of Directors.
Section 6: Duties of the Secretary/Treasurer
The Duties of the Secretary/Treasurer shall be:
a. To issue all notices of the meetings of the Association and Board of Directors.
b. To keep and maintain a record of accurate minutes of the proceedings of all meetings of the Association and Board of Directors.
c. To automatically render a full and complete written statement of all accounts and financial affairs of the Association to the general membership at regular meetings and to the Board of Directors whenever the members thereof may require it.
d. To keep and maintain an accurate list of all Members of the Association (Active, Participating, Associate and Honorary) and shall keep an accurate account of dues paid by such members.
e. To inform in writing all members of the Association of any regular or special meeting of the general membership.
f. The Secretary/Treasurer, at the discretion of the Board of Directors, shall give bond for the faithful performance of his duties, in such form, in such sum, and with such surety or sureties as the Board of Directors may require.
g. The Secretary/Treasurer shall have, subject to the direction and supervision of the Board of Directors, general charge of the financial concerns of the Association and the care and custody of the funds and all valuable papers of the Association. He and the President and, if desired, a party so designated by the Board of Directors, shall have authority to sign checks against the deposits of the Association. He or a party so designated by the Board of Directors shall collect all monies from time to time due and owing the Association and shall deposit and disburse the same pursuant to the instructions of the Board of Directors. He shall also keep or cause to be kept accurate books of account, which shall be the property of the Association, which books will be kept at the office of the Association and shall be open at all reasonable times to the inspection of any member of the Association.
ARTICLE IX
AMENDMENTS
Section 1: Adoption, Amendment and Repeal
The Association By-laws may be adopted, amended or repealed either by majority vote of all Active Members present at any general membership meeting or by mailed ballot.
Section 2: Publication
All proposed amendments to these By-laws shall be published to the membership at least thirty (30) days prior to any vote on such amendments. A copy of all adopted amendments to these By-laws shall be mailed to each member after final passage by the general membership.
ARTICLE X
INDEMNIFICATION
Section 1: Indemnification of Agents
The Association shall indemnify and hold harmless each present and future Director, Officer and Agent of the Association and each person who, at the request of or at the instance of the Association, is now serving or hereafter serves as a Director or Officer of any other corporation, against any reasonable costs and expenses which may be reasonably incurred by him in collection with any claim, action, suit or proceeding (whether brought by the corporation, such other corporation, a receiver, a trustee, one or more members, or creditors, any governmental body, any public official or any private person) hereafter made or instituted in which he may be involved by reason of his or her being or having been a Director, Officer or Agent of the Association or any corporation in which he or she serves as a Director, Officer or Agent at the request or instance of the Association (whether or not he or she continues to be a Director, Officer or Agent at the time of imposition of such costs and expenses), such costs and expenses to include the settlement (other than amounts paid to the Association) itself or to such corporations served at the request of or instance of the Association. The Association shall not, however, indemnify such Director, Officer or Agent with respect to matters as to which he shall finally be adjudged in any such action, suit or proceeding to be liable because of derelict in the performance of his duties as such Director, Officer or Agent. No indemnification shall be granted to any Director, Officer or Agent of the Association whose actions, in a court of competent jurisdiction, are declared to be beyond the scope and course of his duties as an Officer, Director or Agent of the Association as prescribed by the By-laws.
ARTICLE XI
DISSOLUTION
Section 1: Dissolution
Upon the termination and dissolution of this Association as a nonprofit corporation operating under the laws of the State of Louisiana, all assets of the Association shall be distributed to nonprofit organizations exempt from federal and state income tax designated by the Board of Directors of the Association.