Article I: Objectives & Activities
Section 1: Name
The name of the corporation shall be “Middlebury Community Television” (also known as MCTV) and shall be incorporated as a non-profit corporation under the laws of the State of Vermont.
Section 2: Objectives
The objectives of MCTV shall be:
To work with the cable television company or companies which serve the Middlebury area and to ensure that they meet their obligations to the community regarding public access, educational access and governmental access to the cable television system.
To support and promote programs of local interest produced by members of public, educational, charitable, and social service organizations, and by independent producers within the community.
To distribute these programs on community or public telecommunications facilities, including but not limited to cable television, closed circuit, or broadcast television.
To provide for the care and custody of equipment and studio facilities and programs owned or used by MCTV and to organize and offer training to the membership of MCTV, and to establish criteria for the use of the equipment and facilities.
To seek and receive donations and grants from public and private sources, including but not limited to individuals, public and private corporations and foundations and agencies and instrumentalities of the State and Federal Governments in order to meet all the expenses of the aforesaid purposes.
To exercise any other rights or responsibilities incidental to or associated with the aforesaid purposes in accordance with applicable law.
Section 3: Activities and Responsibilities of MCTV
In order to achieve its objectives, MCTV shall, among other things:
Procure and produce video programs and information of interest to the community for use on the cable television public, educational, governmental or other access channels.
Acquire through gift, fundraising and purchase, equipment and facilities necessary for meeting the objectives outlined above, and to hold, manage and convey these assests in a fiscally responsible manner.
Cooperate with the cable television company serving the Middlebury cable television system(s) and with Town Officials and individuals interested in local access.
Resolve conflicts in scheduling of the use of the access channels or equipment, and decide matters of appropriate program content on the access channels.
Educate members of MCTV and the general public about the activities and needs of MCTV.
Article II: Membership
Section 1: Members
Any cable television subscriber to the Middlebury system, or MCTV-certified producer, shall be entitled to membership. In addition, any other person or organization shall be entitled to membership in MCTV upon payment of the annual dues as established by the Board of Directors.
Section 2: Meetings
There shall be an annual meeting of the membership of MCTV during the month of March, at a specific time and place as the Board of Directors shall decide. The meeting shall be for the purposes of electing directors and considering other business.
Special meetings of the membership may be called by the order of the Board of Directors or by petition of at least 5 percent of the members.
Section 3: Notice
Notice of the annual or special meetings of the membership shall state the time, place and general nature of business to be discussed. The notice shall be made at least thirty days prior to the annual meeting date and at least ten days prior to all other meeting dates. Said notice shall be published in a newspaper of general circulation in Middlebury and by posting a copy of the notice in the Municipal Building, and by such other media as the Board of Directors shall deem appropriate.
Section 4: Quorum and Voting
“Quorum”: A quorum of the membership at the annual or special meeting shall consist of not less than 15 members.
“Voting”: At all meetings of the membership, each member shall be entitled to one vote. Representation by proxy or voting by mail may be permitted at the discretion of the Board of Directors. No action of the membership shall be considered binding unless taken by a majority vote at a meeting, upon due notice, and at which a quorum is present.
Section 6: Fiscal Year and Annual Report
The fiscal year shall be the calendar year. The Board of Directors shall submit an annual report to the Town Manager by January 15 for inclusion in the Middlebury Annual Town Report. Such report shall summarize the financial position of MCTV and its accomplishments and activities during the past year.
Article III: Board of Directors
Section 1: Election and Terms
The Board of Directors shall be comprised of seven members, three appointed and four elected, who shall take office at the annual meeting to serve a term of three years each.
In accordance with the Articles of Association, one director shall be appointed by the Middlebury Selectboard; one director shall be appointed by the Addison Central School District (ACSD) Board; and one director shall be appointed by the Trustees of the Ilsley Public Library. The remaining four directors shall be elected at large by the membership of MCTV.
Section 2: Vacancies
If a vacancy exists on the Board, the Board is empowered to elect a new director from the membership to complete the unexpired term of such director. If the vacancy is created by a director who was appointed by the Selectboard, School Board, or Ilsley Public Library Trustees, then any replacement shall be appointed by the appropriate Board.
Section 3: Removal
No director may be removed from the Board without cause. Removal shall be by a 6/7 majority vote of the Board of Directors, acting at a meeting, notice for which specifies that such a removal was to be considered and voted upon.
Section 4: Purpose and Authority
The Board of Directors shall carry out and/or delegate the purposes of functions of MCTV as set forth in the Articles of Association and these Bylaws, and in accordance with any vote of the membership. However, the Board shall be ultimately responsible for the property and affairs of MCTV.
Section 5: Meetings
The Board of Directors shall hold meetings at such times and locations as it shall determine from time to time.
Notice of Board meetings shall be given by the Chairr to all other Board members by mail at least five days prior to the meeting.
Section 6: Quorum and Voting
Four members of the Board shall constitute a quorum. All decisions of the Board shall be made by a majority vote of those present at the meeting, except that all financial actions shall be by concurrence of at least four members of the Board.
Section 7: Conflict of Interest and Other Rules
No employee of the local television company may serve as director. The Board shall adopt rules regarding conflicts of interest, and it may adopt other rules governming order at meetings and other matters as it deems appropriate.
Article IV: Officers and Committees
Section 1: Officers
The officers of MCTV shall be a Chair, Secretary, Treasurer, and other such officers as the Board may from time to time determine. The officers shall be elected from the Board of Directors by the Board at its first meeting following the annual meeting of MCTV. The officers shall serve for a term of one year, or until such time as their successors are duly qualified and elected.
Should a vacancy occur, the Board may elect another eligible person to serve as an officer for the unexpired portion of the term.
The duties of the officers are as follows:
Chair: The chair shall preside at all meetings of the organization and of the Board of Directors. The Chair shall be, ex-officio, a member of all committees, except the Nominating Committee. He or she shall have the usual powers of supervision and management as may pertain to the office of the Chair, and perform other duties as may be designated by the Board. In the absence or disability of the Chair, the Board shall appoint an Acting Chair.
Secretary: The Secretary shall keep a record of all meetings of the MCTV Board and shall also prepare a written report which shall be presented at the annual meeting.
Treasurer: The Treasurer shall consult regularly with the Executive Director on financial and budgetary matters toward keeping the Board informed through written or oral reports at its regular meetings. The Treasurer shall also present a report at MCTV’s annual meeting.
Section 2: Nominating Committee
The Board of Directors shall appoint a Nominating Committee to propose, prior to the annual meeting, a list of candidates to fill any vacancies.
Section 3: Special Committees and Staff
Special Committees at MCTV may be elected by the membership or appointed by the Board of Directors, or by the Chair, to carry out activities in furtherance of MCTV’s purposes and objectives. The Board may provide for the employment and compensation of persons and employees to perform the activities of MCTV. The Board shall oversee all affairs or any committees or staff.
Article V: Amendment
These bylaws may be amended by a 6/7 majority of the Board of Directors, at a duly-noticed meeting of the Board for which any proposed amendments have been made available to the membership at least two weeks before such meeting, and for which the intent of such meeting has been publicly announced by posting notice in the Municipal Building, and by such other media as the Board deems appropriate.
Bylaws revised April 7, 1997
Not all policies on record are currently available online. We are continually working on digitizing records, and will add to this page whenever possible. In the meantime, please visit the studio at 75 Main Street or call 388-3062 for more information on MCTV Policies and Procedures.
You can also contact us at info (at) middleburycommunitytv (dot) org.
MCTV Grievance Procedure
This procedure provides a means for staff members and producers of Middlebury Community Television to secure, at the lowest possible level, solutions to their alleged grievances. Members may present grievances free from coercion, interference, restraint, discrimination, or reprisal.
A grievance shall mean a complaint by any staff member of producer or any group of members which involves a violation, misrepresentation, or inequitable application of the guidelines and policies governing MCTV.
Every attempt shall be made to informally resolve the grievance at the lowest level with the supervisor or person involved in the complaint and as soon as possible after the incident generating the complaint. If no resolution can be reached, the grievant should initiate a formal grievance in writing.
Step 1: Any MCTV employee or producer who has a complaint or grievance which cannot be resolved informally should initiate a formal grievance by writing to his/her immediate supervisor within fifteen days of the incident generating the complaint. The written grievance should include details of the complaint and a summary of any attempts made to resolve the grievance. (The immediate supervisor of the producer is the Executive Director; the immediate supervisor of the Executive Director is the Chair of the Board of Directors and thereafter the Board itself.) If the initial grievance involves the Executive Director, the grievant should try to resolve the problem by arranging for a meeting with the Executive Director.
The grievant’s immediate supervisor will respond in writing to the grievance within five days of the the written grievance to resolve the alleged problem.
Step 2: If the aggrieved is not satisfied with the decision of the immediate supervisor or the decision of the Executive Director and decides to continue the grievance, he or she must, within five days of receiving the response, request in writing a meeting with the Chair of the Board of Directors, who will arrange for a meeting to take place within five days of the receipt of the request. The Chair will provide a written decision within ten days of the receipt of the request.
Step 3: If the aggrieved is not satisfied with the Chair’s decision and decides to pursue the grievance he/she must, within five days of the receipt of the notification, request in writing a meeting with the Board of Directors of MCTV The meeting shall take place within thirty days of the receipt of the request. The Chair of the Board may participate in the discussion but will reserve his/her vote and cast it only in the event of a tie. The Chair shall provide the aggrieved with a written decision within seven days after the meeting.
The decision of the board shall be final and binding upon all parties.