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86-995 WHITE - C�TV CLE K PWK - FINANCE G I TY OF SA I NT PA U L Council n � CANARV - DEPARTM NT File NO• �� " � BLUE - MAVOR oun il Resolution �� Presente By � � Referre T l� E 1a l�'� Commi ttee: Date 6 '� � ��2 Out of om ittee By Date WH REAS , By Resolution No. 84-1048 , the Council of the City of ai t Paul approved certain Articles of Incorporation and By-L ws of Cable Access St. Paul , Inc. (CASP) ; and W REAS , Article X„ Section 3 of said By-Laws provides that " (a) y amendments approved by the membership shall not become effe t ' e until they are approved by the St. Paul City Council . " ; and W REAS, Article IX, Section 1 provides that: " )he corporation shall notify the city of impend- i g board vacancies as they occur if by resignation o incapacity, and shall notify the city at least t ree months prior to the annual meeting when such v cancies occur as part of the regular cycle of t rms of office. The St. Paul City Council and the M yor, acting through the Open Appointments Process m y make nominations for seats on the board of d rectors. When. such nominations are made, up to two c ndidates may be designated by the open appointments p ocess for each available seat. " ; and• W EREAS, CASP proposes a number of amend�nents to its By- Law , two of which would delete the above-quo-ced provisions of Art cl IX, Section 1 and Article �, Section 3 ; now, therefore, be t R SOLVED, that the Council of the City of Saint Paul hereby app o s the at�tached amendments to CASP ' s By-Laws, with the exception of Arti le X, Section 3 and Article IX, Section 1, which are hereby laid over for COUNCIL N Requested by Department of: Yeas p�eW Nays �,.. Nicosi � In Favor Rettm n Scheib I Q Sonne __ Agaitlst BY Tedes Wilson Adopted by C unc 1: Date JUL 17 �_ Form Approved by City Attorney Certified Pa Council t BY �'��' �� `�Z�� _/�-�Lv sy A�pprov y : avo : Date � `�. �� Approved by Mayor for Submission to Council BY - BY PUBIISHEO J U L � 6 19�6 _ „ ��-� ,t - 5 _ . �� CABLE ACCESS --- ST. PAUL, INC. RE('�l�JED Suite 490 275 East ath Street �UN 9 �986 Saint Paul. MinnesoW 55101 (6121224-5153 �� .�...�.��EY Cable Access--St. Paul , Inc. BY-LAW AMENDMENTS �IAY 2 9 1986 ARTICLt III--MEMBERSHIP Secti n . Categories of Membership. Applicants for membership shall apply under on of the following categories: ns itutions - any eligible organization exempt from federal 'nc me taxation under 501 c) of the Internal Revenue Code which opts to joi this category, or any other institution which receives approval of he Boar•d. "E1 ible" means meetin9 the following criteria: a) Non- rofit, or not- fo rofit organization; TEstablished for at �east 7 ey ars; c j The en 't must be at least cable-s stem wide, or city-wide, in scope' either � lientele or authority; and d Payment of the institutional dues set b�! he Board of Directors. "E tablished: means meeting at least 2 of the following criteria: i the entity has on staff salaried full-time professional or administra- ti e personnel ; ii ) the entity operates and maintains a substantial ph sical plant; or iii ) the entity has a substantial operating budget. U n a ment of dues set � the Board of Directors, sub-groups, agencies, de artments, or sections, etc. of Institutional Voting Members, and non- mu ici al .governmental agencies m� '�oin as Institutional Non-Voting Me bers. C munit organizations an organization exem t from federal income t ation under section 501� of the Internal Revenue Code, or a� group o three or more erp sons who are engaged in non-profit activity, with a c mon name and purpose. I dividuals _ a� ep rson who is at least 14 ey ars of age. The Bo rd m� establish other categories of inembership as required from time to im — — — ' � Any me bership must be approved by an affirmative vote of two-thirds of the Board. Se ti 3. Voting Ri.ghts• ( ) Each member in good standing shall have one vote on each matter submitted to a vote of the members except for the election of directors, which shall follow the requirements of Article V, Section 3. �c� � , . � . . - 2 - � �e-� 9y ( ) Each Organizational and Institutional member shall designate by letter to the Secretary the name of the individual who shall be authorized to cast its vote and to represent it to the corporation in any other business. If a ep rson is representing more than one membership category, the erson shall be limited to voting in one membership category, which the erson shall designate in writing at the effective date of inembership or thereafter u on annual renewal of inembership. — — Secti n . Dues. The }�}��a� board shall have the authority to establish a sched le f dues for all classes of inembers. �qe�ea��e�; �be d}�ee�e�=s �ay ��=e�e e ba�Qes }R daes as �ee�e� �eEessa�y.- �dEb ebaR�es �ds� �e �a��}ed �y a we �b}�ds ve�e e� �be r�e��e�sb}�.- . ARTICLE IV--MEETINGS OF MEMBERS Secti n Re ular Meetings. Regular meetings of the membership shall be held t east once a year, at such time and place as may be determined by the Board of Directors. The annual meeting shall be held in P9a�Eb. M� Secti n . Proxies. At any meeting of the members, a member entitled to vote ay vote by proxy, ro erl issued and validated � the corporation, exec ted in writing by the member and filed with the Secretary at or before the eet ng. Proxies shall be valid only for the meeting at which they are to be v ted ARTICLE V--BOARD OF DIRECTORS Sect'on . Classes of Directors. Directors shall be elected in the following prop rti ns: — In titutional members shall elect nine directors. Or anizational members shall elect six directors. In ividual members shall elect six directors and two alternate irectors. On y members in any given category may elect the directors for such cate or . Individual members shall separately elect directors and alternate dire to s. Individual alternate directors shall be elected for one year terms a d shall serve in the absence or disability of an individual director. Candida es for directors' seats in a given category must be bona fide members of that category. Sec ion 5. Vacancies. In the event of resignation or death of a member of the boa d in the individual category or the dissolution or resignation of �qe a m mb in the community organizational or institutional, the remaining mem er of the board who represent the same category of inembership of the vac nt hair shall elect a replacement to serve until the next annual meeting of he orporation, at which time the membership shall elect a representative dir ct in the normal manner to fulfill the unexpired term of the replaced dir ct r. — — Sec io 6. Re ular Meetings. The Board shall meet at least r�e��a�y ua te 1 . •` � ,J � _ 3 _ !�� l`� • , ��5 Secti n 1 . Compensation. Directors may be compensated or reimbursed for the�r ser ice to the corporation in amounts �that shall not exceed the compe sa on paid to persons serving upon independent regulatory commissions of th S te of Minnesota. Secti n 1 . Limitations on Votin9• (delete old provision) 11 onies received � the corporation shall be deposited in a eg neral fund nd udgeted � vote of the entire board. In such budget, institutional membe shi dues and one-fourth of the annual access operating grant from Conti en al Cablevision of St. Paul shall be budgeted for institutional access ur o es and the organizational and individual membersh�p dues and one-fourth of th a nual access operating rg ant from Continental Cableaision of St. Paul sha be bud eted for community access purposes. — he Board shall have final dispositive authority over all budgeted funds, but i n event shall the Board d��spose of funds for institutional access or commu it access purposes as provided �n paragraph 1 in an amount less than or in a an er in a� w� at variance from bud ets submitted to the Board and a ro ed � a ma�or�ty of the respective Inst�tutional and Community Individual Board me bers for such purposes unless modif�cations in the budget are approved � a a ' rit of the Institutiona�Board Members for institutional access budge ed funds�or � a majority of the Or anizational and Individual Board Membe s for commun�ty access budgeted funds . ARTICLE VI--OFFICERS Secti n Duties. (note the only change is the addition of a comma in line Treasure . The Treasurer, who shall be bonded in such sum as the board may dete in , shall receive, deposit, disburse, and account for funds of the corp rat on, and shall invest portions of these funds as directed by the boar , p ovided however, that no portion of the corporate funds shall be inve te in any corporation which operated a cable communications system in Sain Pa l , or its parent or subsidiary corporations. The Treasurer is auth ri d to execute checks, notes, drafts, and other financial documents and shall m e quarterly financial reports to the board, and provide a financial repo t the membership at the annual meeting. ARTICLE VII-COMMITTEES Sect on 1 . Establishment. The President shall appoint such standing comm tt s, other committees, and committee chairs as deemed necessary, subj ct to approval of the board. These committees must be open to the incl si n }�E}dde ee��}��ees ee��esed of representatives of the general memb rs ip in addition to �a�pe� �ba� directors. The directors shall take all pp opriate measures to encourage participation by the membership in the vari us committees. Sect'on 2. Terms and Duties. Such committees shall have such names, powers, duti s, and existence as may be determined by ae�}eR e€ �be es�a��}sq}RQ aa�b �} y: the Board. � , " ' — ' ' - 4 - �� y� ARTICLE IX ELECTIONS Articl IX Section 1 - Delete and renumber remaining sections. e�}e �. 6}� We�}�a�}eRS.- e Ee��e�a�}e� sb �� e�}€y �be e'�y e€ �r� Rd'�� ea�d v ape}es as �be eEeaw }€ �y �es} a�}eR e� }REa� }�Y; aRd sba� s�� y �be E} a� �eas� �� r�e��bs ��}e� �e Me a��da� �ee�� Q wbe� sdEb v a }es eeEa� a �a�� e� �ae e�a}a� EyE}e s€ � �s e� e€�}ee.- �we ��.- Pad� 6 � 6ea�e}� a�d �b P4aye�; aE�} �b�edQq �ae A�e A��e}R��e��s P eess �ay �a e }�a��e�s �e� s �s eR �be � �d e€ d}�eE�e�s.- W�eR saeb �e�}�a }8 s e �ade; d� �e e ea�d��a�e �ay �e �es}��a� �y �be s�e� a��e}� �e �s � Eess €ew eaEb ava}}a�}e se : Sectio 3 Elections. Members may �e�e vote by voice, written ballot or by mail b 11 t. Cumulative voting is not perm tted. The board shall determine the me ho of voting on a given matter and shall notify the membership at least 0 ays in advance of the method of voting. � ARTICLE X--AMENDMENTS Secti n 1 . Authority to Amend. The By-laws of this corporation may be � alter d, mended, or repealed by an affirmative vote of two-thirds of the / Board of irectors and two-thirds of all �be members e€ eaeb �er��e�sb�� Ea�eQ �y ho are present and eligible to vote at the annual meeting or special meeti 1 called for that purpose. Se i n A roval of Am dments. `� � ar�e�d�eA a��=eved � �qe �+er��e� }� sba}� � �eee�e e eE�} d��}� �b a�e a�� ed' �y �be � Pad� E}�y �ea�e}�: � � -, � � '� . . . �� 9��" ' - 5 - Cable Access--St. Paul , Inc. Proposed Articles of Incorporation Amendment Articles of Incorporation 1 ) Ati leX he Articles of Incorporation of the corporation may be altered, amended, or repea ed by an affirmative vote of two-thirds of the Board of Directors and two- hir s of all the members, e€ eaeb r�e��e�=5b�� ea�e�e�y who are present and eligible to vote at any duly called annuaJ meeting or s ecial meetin9 duly call d f r that ur ose. , 'L/.L:�� 9.." � . . . . , � . �� CITY OF SAINT PAUL - OFFICE OF THE CITY COIINCIL �.....�. �Ifu��ue �� OGte : June 26 , 1986 COMM (TTEE RE PORT TO = Sa�nt PQU 1 City Council F� � � C o m m it r e e Q h ENERGY, UTILITIES & ENVIRONMENT CH A I R Councilmember Kiki Sonnen Re ol tion approving amendments to the Articles of Incorporation an B -Laws of Cable Access St. Paul, Inc. (CASP) the June 25 , 1986 meeting of the Energy, Utilities, ,d Environment Committee, the cor,unittee passed motion � refer the above resolution to the full Council ithout com�-nittee recom*nendation. CTTY HA SEVENTH FLOOR SAINT PAUL, MINNESOTA 55102 .��F ri.�: _ _ _ W•,�7t _ �i:,. — �G —�O ' PiU7C — FIIJ4 CANeAv — UEO� BIVE MAVC � � I � �� I Presente By � \ Refe `j� (o Out � - � �ity of ' and By- � � �-� �� - �hat �� a �ome eff ! „ . and � ' '��.� n�.ti�, Hrzlcle IX, Section 1 provides that: " ( )he corporation shall notify the city of impend- in board vacancies as they occur if by resignation or incapacity, and shall notify the city at least Ith ee months prior to the annual meeting when such �va ancies occur as part of the regular cycle of Ite ms of office. The St. Paul City Council and the � a or, acting through the Open Appointments Process _ . _ _.,, _ _ .-- _ a make nominations for seats on the board of di ectors. When such nominations are made, up to two ca didates may be designa�ed by the open appointments pr cess for each available seat. " ; and; . WH REAS, CASP proposes a number of amendments to its By- Laws , t o of which would delete the above-cuoLed provisions of Arti le IX, Section 1 and Article �, Section 3; now, therefore, be it� RE OLVED, that the Council of the City of Saint Paul hereby appr ve the at�tached amendments to CA5P' s By-Laws. COUNCIL E Requested by Department of: Yeas Orew � ays Nicosia [❑ F8V0[ Rettman Scheibel Sonnan _ Against BY Tedesco W ilson Form Approved by City Attorney Adopted by Coun il: Date � s �:/CL�c� �. �7L�.,,�P�.1� !o-/C>-�� Certified Passed by ouncil Secretary Y By Approved by Vlavor. Date Approved by Mayor for Submission to Council By _ _ _ By _ i _ --------___ _ _ __--- ---- . _