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CAB Bylaws

INTRODUCTION                                                   

Boise State Public Radio (BSPR) provides a public radio service from Boise State University.  The Mission of BSPR is:

  • To produce, acquire and distribute distinctive programs and services that stimulate, educate and entertain those we serve, using all appropriate media;
  • To reach out to the community through strategic partnerships; and
  • To enable listeners to learn about issues and ideas that affect our communities, our nation and our world.

Boise State University established the Community Advisory Board (Board) in February 1995 for the purpose of facilitating the BSPR mission.
ARTICLE I -- PURPOSES OF THE BOARD

The objectives and purposes of the Board are:

1. To increase the community impact of BSPR;

2. To advocate for BSPR, within and without its geographic coverage area and its communities;

3. To help raise funds for BSPR;

4. To help develop new sources of funding; and

5. To help develop and implement strategic plans.

ARTICLE II -- ORGANIZATION OF THE BOARD

   1.         The Board shall endeavor to be self-perpetuating, recruiting members from the listenership, financial supporters and underwriters, Boise State University and the College of Southern Idaho as partner schools, and other relevant stakeholders.  The Board shall be comprised of no less than fifteen and no more than thirty BSPR members in good standing, except that membership shall not be required of students. A student from Boise State University and a student from the College of Southern Idaho may serve as members of the Board. The membership of the Board shall, as much as possible, reflect diversity in geography, region, culture, age, skills and socioeconomic standing.

   2.         Board members shall serve for three-year terms, so that the terms of one-third of the Board members expire each year.  No Board member will serve more than two three year terms except the Past Chair, who may serve additional terms as Past Chair that are co-extensive with the terms of his or her immediate successor. Student members shall serve for no more than three, one -year terms.

   3.         The Board chair shall appoint a nominating committee at least 30 days prior to the Annual Board Meeting. The primary purpose will be to nominate a slate of candidates to fill all Board positions of members whose terms are expiring during the year.  The nominating process shall be conducted in the open and nominations shall be encouraged from throughout the Network's coverage area.

   4.         Members shall be elected or re-elected at the Annual Board Meeting which shall be held in the fourth quarter of the year.  All other vacancies on the Board shall be filled by appointment made by the Board for the unexpired term. 

   5.         One member of the Board shall be appointed by the President of Boise State University as an ex officio member, with full voting rights and the ability to serve on and chair committees.

ARTICLE III -- GOVERNANCE

   1.         Meetings and business of the Board shall be presided over and conducted by the Chair, who shall be selected for a one-year term by the Board membership at the Annual Board Meeting and begin serving as Chair immediately following selection.  The Board shall also select a Vice-Chair for a one-year term at this meeting, to serve in the absence of the Chair.  

   2.         The chair shall have the authority to appoint committees to handle various aspects of the Board's business in support of the station and to report and make recommendations thereon to the Board.

   3.         There shall be an Executive Committee of the Board. The purpose of the Executive Committee is to set each meeting’s agenda and to discuss emergent matters to be brought to the attention of the Board.  The Executive Committee shall consist of the Board Chair, the Vice Chair, the Past Chair, BSPR General Manager and up to two (2) at large CAB member to be elected by the full Board.

   4.         The Executive Committee shall have authority to act on behalf of the Board between Board meetings. 

   5.         The Board shall meet at least four times annually at times and places to be determined by the chair.  Additional meetings may be called by (1) the Chair, or (2) four board members, or (3) the general manager.  At least one meeting of the Board shall be held in the fourth quarter of each year, which shall be the Annual Board Meeting for the election of Board members and Board leadership.

   6.         Notice of meetings shall be given at least 10 days prior to the meeting. 

   7.         The presence of a simple majority of the duly appointed members of the Board shall constitute a quorum to commence a meeting.   Once a quorum is established, the Board may continue to transact business until adjournment even if the withdrawal of one or more members results in less than a quorum.  Proxies that contain specific instructions may be used to establish a quorum at a meeting called to vote for the election of new members and/or officers of the Board and to vote in any such election but for no other purpose. 

   8.         Members may participate in any meeting of the Board by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  A member who participates by telephone or equivalent means shall be present for all purposes, including, but not limited to the establishment of a quorum.

ARTICLE IV – CONFLICT OF INTEREST

1.     Members of the Board shall, wherever possible, avoid conflicts of interest and/or the appearance of a conflict of interest between his/her position as a member of the Board and his/her personal and/or business interests.  In the event an issue or matter comes up for consideration by the Board or a committee of the Board that places a member of the Board in a conflict or apparent conflict of interest, the member with the conflict shall advise the Chair of the Board or Committee and shall refrain from advocating and/or voting on the matter. The “appearance of a conflict of interest” as used in this paragraph, means engaging in activities or conduct which would lead a reasonable person with knowledge of the relevant facts to question the member’s impartiality.

2.     Members of the Board shall use the BSPR brand and/or promotional materials exclusively to promote and/or advocate for BSPR and BSPR sponsored activities and not for any other purpose, cause, issue or person.

ARTICLE V -- MINUTES

Minutes of the meetings of the Board shall be taken and the same shall be filed in the business offices of BSPR.

ARTICLE VI -- AMENDMENTS

Amendments to these bylaws may be enacted by the Board at any meeting, provided that the substance of the proposed amendment is provided to the Board members at least ten days prior to the meeting at which the amendment will be put to a vote. A two-thirds vote of the Board members in attendance shall be required to approve an amendment.

Original bylaws adopted by vote of the Boise State Public Radio Community Advisory Board on October 10, 1995.

As amended on May 22, 1996.

As amended on May 25, 1999.

As amended on April 29, 2003.

As amended on September 22, 2005.

As amended on January 2009.

As amended on February 7, 2013.

As amended on January 8, 2019.

As amended on July 14, 2020.