95-414ORiGIN
Council File n �7` f �
Green Sheet 2 3891
RESOLUTION
41NT PAUJ«MINNESOTA
Presented By
Referred To
Committee: Date
1�
WHEREAS, the City of Saint Paul has named Cable Access - Saint Paul, Inc.
("CASP") as the "Designated Entity" pursuant to Appendix H of the Saint Paul
Legislative Code to provide public and educational access and related
programming on the Cable system operating in Saint Paul;
WHEREAS, the Council oP the City of Saint Paul has encouraged CASP to better
represent the community at large on its Board of Directors:
WfIEREAS, CASP has adopted amendments to its By-laws which further this goal
and provide that the community shall be represented on CASP's Board of nine
(9) directors, the menbership of CASP by three (3) directors, and the Saint
Paul City Council and the Mayor, acting through the Open Appointments
Process, by three (3) directors, which amendments to the By-laws are attached
as Exhibit A hereto;
WHEREAS, CASP's by-laws provide that any amendment thereto shall not 'r
effective until approved by the Saint Paul City Council;
WHEREAS, CASP has subnitted its By-laws Amendments to the Saint Paul City
Council. Now, therefore, be it
RESOLVED, that the By-laws Amendments adopted by Cable Access - Saint Paul,
Inc are hereby approved by the Saint Paul City Council.
Adopted by Council:
Adoption Certified by Council Seae[ary
�
Approved by
Requested by Department of:
FTNANCF. AN➢ MANAf:FMFNT SFR4TCRS
By: C7K/Wl �L (a✓
Form Approved by City Attorney:
�-�G �\`��
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DEPAflTMENT/OFFICE/COUNCIL DATE INITIATED GREEN� �FF� T � � � � � �
FINANCE/CABLE COMMUNICATIONS 4/19/95 � MRIAVDATE
CANTAGT PERSON 8 PHONE � DEPARTMENT DIRECTOR � � CITY CAUNCIL
JANET WIGFIELD assicx �CITYATfORNEY _ �CITYCLEflK
MUST BE ON CqUNCIL AGENDA BY (DATE) NUYBER FOR ❑ BUDGET OIRECTOR � F�N. & MGT. SEfiVICES Dlq.
AOUTING
APRIL 26, 1995 OiiDER �Mqypp�ORA$SI �
TOTAL # OP SIGNATURE PAGES (CLIP ALL LOCATIONS POR SIGNATUR�
ACTION FEQUESTEU:
Approve by laws changes for Cable Access Saint Paul (CASP).
RECOMMENDATIONS: npprove (A) or Re�ect (Fi) PERSONAL SEpVICE CONTiiACTS MUST ANSWER THE FOLLOWING QUESTIONS:
_ PLANNING COMMISSION _ CIVIL SERVICE COMMISSION �� Has ihis person/Firm ever worketl under a contract for this department?
_ CIB COMMITTEE YES NO
— 2. Has this personffirm ever been a ciry employee?
— SrAFF — YES NO
_ DISTRICT COUFT _ 3. DOes this pefSOn/film pO55E55 d Skill nOt nOfmdll
y possessed by any current ciry employee.
SUPPOPTS WHICH COUNGL OBJECTIVE? YES NO
Explain all yes answers on separete sheet anA attach to green shee[
INITIATMG PROBLEM, ISSUE, OPPORTUNIN (Who, What, When, Where, Why)�
CASP bylaws changes must be approved by the City Council according to their
current by laws.
ADVANTAGESIFAPPROVED: �
CASP board selection process will improve; representation of community at
large on the board will improve; internal board accountability will be
improved.,
DISADVANTAGES IFAPPROVED:
€�°� 6@
NONE
APR 2 � 19g5
DISADVANTAGES IF NOT APPiiOVED
CASP will not be able to improve its board representation, accountability and
selection process.
TO7AL AMOUNT OF TRANSAGTION $ O COST/REVENUE BUDGETEO (CIFCLE ONE) YES NO
FUNDIf3G SOURCE ' .4CTIV17Y NUMBEfl
FINANqAL INFORMAiION (EXPLAIN) ,
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EXHIBIT A
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AMENDED BY-LAWS, CABLE ACCESS ST PAUL, INC. 5/21/91
CABLE ACCESS ST. PAUL, INC.
AMENDED BY-LAWS, March I7,I995 �}
ARTICLE I. NAME AND OFFICES.
Section 1. Name. The name ofthis corporation shall be Cable Access St. Paul,
Inc. unless and until changed by amendment of the Articles of Incorporation.
Section 2. Offices. The registered office of this corporation shall be in the City
of St. Paul, County of Ramsey, State of Minnesota.
ARTICLE II. PURPOSE.
Secrion 1. Puroose. This corporation has been established to perform all
activities which may be necessary or appropriate to provide, promote and facilitate
open and non-discriminatory insritutional and community access to St. Paul's
cable resources on a not-for-profit basis.
Section 2 5cope of Operation The corporation may engage in any lawful
activity in pursuit of this purpose which is permitted by Minnesota Statutes
Chapter 317A.
The corporation sha11 act exclusively as a non-profit corporation and no part of its
revenues or earnings may inure to the direct or indirect pecuniary benefit of its
members, directors or officers. All corporate funds shall be used exclusively to
fiirther the corporate purposes described in Article II.
ARTICLE IIL MEMBERSHIP.
�ction 1. Membership Qualifications. Any individual, institution, or
organization that meets the criteria of one of the classes of inembership shall
become a member upon application to and acceptance by the Board and payment
of dues as established by the corporation. Membership shall be without regard to
age, sex, race, creed or national origin and consistent with law, except as provided
in Article III, Section 2.
Section 2 Categories of Membershi� Applicants for membership shall apply
under one of the following categories:
Institutiona - any eligible organization exempt from federal income tasation
under 501 (c) of the Internal Revenue Code which opts to join this category, or
any other institution which receives approval of the Boazd.
BY-LAWS, 1991 page-1
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AMENDED BY-LAWS, CABLE ACCESS ST PAUL, INC. 5/21/91
"Eligible" means meeting the following criteria:
a) Non-profit, or not-for-profit organization; b) Established for at least 7
yeazs; c) The entity must be at least cable-system wide, or city-wide, in
scope, either by clientele or authority; and d) Payment of the institutional
dues set by the boazd of directors.
"Established" means meeting at least 2 of the following criteria; a) the
enrity has on staff salaried full-time professionals or adminisirative
personnel; b) the enrity operates and maintains a substantial physical
plant; or c) the entity had a substantial operating budget.
Upon payment of dues set by the board of directors, sub-groups, agencies
deparhnents, or secfions, etc. of the insritutional voting members, and
non-municipal governmental agencies may join as institutional non-
voUng members.
Community Organizations - any organization exempt from federal income
tasation under section 501 (c) of the Internal Revenue Code, or any group of three
ar mare persons who are engaged in non-profit activity, with a common name and
purpose.
Individuals - any person who is at least 14 yeazs of age.
The board may establish other categories of inembership as required from time to
time.
Any membership must be approved by an affirmarive vote of two-thirds of the
board.
Section 3. Voting Rig ts.
(a) Each member in good standing shall have one vote on each matter
submitted to a vote of the members ,
, •
(b} Each organizational and institutional member shall designate by letter
to the secretary the name if the individual who shall be authorized to cast
its vote and to represent it to the corporation in any aEher•�xsiiiess matter
submitted to a vote of the members. If a person is representing more than
one membership category, the person shall be lunited to voting in one
membership category, which the person shall designate in writing at the
effective date of inembership or thereafter upon annual renewal of
membership.
BY-LAWS, 1991 page-2
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AMENDED BY-LAWS, CABLE ACCESS ST PAUL, INC. 5(21(91
Section 4. Standing A member in good standing is one who has paid annual
dues and who complies with the provisions of the Articles and By-laws of the
corporation.
Section 5 Terminarion of Membershin A member may be suspended or
expelled only for cause after at least 30 days written notice and an opportunity to
be heazd by the board. The boazd will heaz motions for removal of inembers on
the motion of the President or any two members of the boazd. Two-thirds of the
members of the boazd must approve any motion to ternunate a member.
Section 6. Aggeal and Reinstatement. Any member who has been removed by
action of the boazd of directors may appeal that decision to the full membership of
the corporation at the next annual meeting or special meeting duly convened for
that purpose. Individuals who seek such reinstatement shall be afforded a
reasonable opportunity to be heard. The corporation shall not be obliged to beaz
the cost of dissemination of any written materials from the aggrieved member to
the membership, but sha11 make the corporate rolls available to any member at
least twenty days prior to the annual meeting, or special meeting called for the
purposes of hearing a petition for reinstatement. A majority of those persons in
the category to which the individual is applying for reinstatement must approve
any petition for reinstatement.
Section 7. Dues. The board shall have the authority to establish a schedule of
dues for all classes of inembers.
ARTICLE IV. MEETING OF MEMBERS.
Section 1. Regular Meefings. Regulaz meetings of the membership shall be held
at least once per year, at such time and place as may be determined by the board of
directors. The annual meeting shall be held in May.
Section 2. $�ecial Meeting�, Special meetings of the members may be called by
the president, the board of directors, or not less than ten percent (10%) of the
individual members or twenty percent (20%) of the organizational members or
thirty percent (30%) of the institutional members.
Section 3. Notice of Meetin�s. Written notice, stating the place, day, and hour of
any meeting of the members sha11 be delivered personally or by mail to each
member not less than 10 nor more than 30 days prior to the meeting. If mailed,
the notice of the meeting sha11 be deemed to be delivered when deposited in the
United States mail addressed to the member as hislher address appears on the
records of the corporation, with postage thereon prepaid.
Section 4. �uorum. The presence of ten percent (10%) of the members shall
constitute a quorum at the annual meeting and other membership meetings.
BY-LAWS, 1991 page-3
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AMENDEA BY-LAWS, CABLE ACCESS ST PAUL, INC. 5l21(91
Section 5. Proxies. At any meeting of the members, a member entitled to vote
may vote by proxy, properly issued and validated by the corporation, executed in
writing by the member and filed with the secretary at or before the meeting.
Proxies shall be valid only for the meeting at which they aze to be voted.
ARTICLE V BOARD OF DIRECTORS
Section 1. C>eneral Powers. The power and the authority to conduct the business
and affairs of the corparation is vested in the board of directors. ���o��
. The boazd may delegate authority except the authority to
conduct elections and to fill vacancies on the board may not be delegated.
Section 2 Number The boazd shall have up to fifteen (15) voting directors.
Section 3. Selection of Directors. Directors sha11 be selected in the following
proportions:
' - -- - - - - -
• - - - -- - -
. The full
membership of CASP shall elect up th three (3) Directors in staggered terms.
Candidates for directors' seats must be bona fide members of CASP. (At the May
1995 Annual Membreship meeting, and each year thereafter, the members shall
elect one (1) Director to a three (3) year term.
The Community shall be represented by up to nine (9) directors, elected to
staggered terms by the board of directors.
All directors representing the Communiry shall be elected by the full Board after
nomination by the Chair of the Nominating Committee.
In addition, The St. Paul City Council and the Mayor, acting through the Open
Appointments Process may appoint up to three (3) directors to the boazd.
BY-LAWS, 1991 page-4
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AMEI�iDED BY-LAWS, CABLE ACCESS ST PAi3L, INC. 5121l91
Secrion 4. Term of office. The term of office for elected directors shall be fluee
(3) years, once renewable, for a maximum of si� (6) years of service. The term of
office for mayoral-appointed d'uectors shall be one (1) year.
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Section 6 Regular Meeting�, The board shall meet at least quarterly.
Section 7. Special Meeting�. Special meetings of the boazd may be called in
written request of any three directors, or at the ca11 of the president.
Secfion S. Notice. Members of the boazd sha11 be notified of each meeting by
mail at least ten (10) and not longer than thiity (30) days prior to the meeting.
Notice may be waived by unanimous consent of the directors.
Section 9. �uorum. A quorum sha11 be the presence of greater than 50% of the
seated board members.
Section 10. Removal of Directors. Directors aze automatically removed from
office after missing three (3) .
meetings within a six (6) month period. Board members may be removed by a
two-thirds (2/3) vote of sitting directors for cause, including but not limited to,
violition of the statement of ethics and deportment.
Section 11. . Statvment of Ethics and Denortment.
Each board member shall sign the corporation's statement ofEthics ancl
Deportment. Any director who has business dealings with the corporarion must
fully disclose the nature of those dealings or potential conflict of interest to the
corporation before any such dealings or potential conflict of interest may be
approved by the corporation. Directors shall not vote on issues directly related to
any disclosure of conflict of interest.
Section 12 Com_pensation Directors sha11 not be compensated for their service
to the corparation as directors. Board service is voluntaty. Directors may be
reimbursed for out-of-pocket expenses incurred in their duties as directors.
Section 13 Executive Committee The officers of the corporation and one other
director elected to the board of directors shall comprise the executive committee.
BY-LAWS, 1991 page-5
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P,MENDED BY-LAWS, CABLE ACCESS ST PAUL, INC. 5/21/91
The executive committee may act on behalf of the boazd and may authorize
obligations up to ten thousand dollazs ($10,000), unless otherwise lnnited by the
board. The secretary shall record a11 actions of the executive committee and
report them to the boazd at the next scheduled meeting.
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.19191J.! 1111<V_�!12L��S�IS�21
ARTICI.E VI. OFFICERS.
Section 1. Officers. The officers of the corporation shall be a president, vice
president, secretary, and treasurer.
�ection 2. Election and Terms. The officers sha11 be elected by the boazd from
among its directors annually, at the first regular meeting of the board following
the annual meeting.
Section 3. Vacancies. A vacancy in any office shall be filled by the board witl�in
sixty (60) days of receipt of the notice of such vacancy.
Section 4. Duties.
Precident The president shall direct and supervise the business of the
corporation subject to the policies of the board and the membership;
preside at meetings of the membership, the board, and the executive
committee. The president sha11 delegate administrative responsibility; sign
official documents on behalf of the corporation, represent the corporation,
and carry out other duties as directed by the boazd.
Vice President The vice president shall, in the absence of or inability of
the President to serve, perForm the duties of the president, and perform
such other duties as may be delegated by the president or assigned by the
board.
ecreta . The secretary shall keep the rolls of inembership and the
minutes of ineetings and serve as their custodian. The secretary shall also
be responsible for providing official norice of ineetings to the membership
and the board.
Treasurer. The treasurer, who shall be bonded in such a sum as the board
may determine, shall receive, deposit, disburse, and account for funds of
the corporation, and sha11 invest portions if these fixnds as directed by the
BY-LAWS, 1991 page-6
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AMEI�3DED BY-LAWS, CABLE ACCESS ST PAUL, II3C. 5/21191
board, provided however, that no portion of the corparate funds sha11 be
invested in any corporation wktich operates as a cable communications
system in St. Paul, or its pazent or subsidiary corporations. The h
is authorized to execute checks, notes, drafts, and other financial
documents and shall make quarterly fmancial reports to the board, and
provide a financial report to the membership at the annual meeting.
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Section 1. Establis ment. The President shall appoint such standing
committees, other committees, and committee chairs as deemed necessary, subject
to approval of the board. These committees may be open to the inclusion of
representauves of the general, membership in addition to directors. The directors
shall take all appropriate measures to encourage participation by the membership
in the various committees.
Secti 2. Term and dutie . Such committees shall have such names, power,
duties, and existence as may be determined by the board.
Section 3 Budget and Strate 'g�c Plannin� ommittee. A permanent standing
committee shall be selected by the board which is comprised of ��
. four (4)
directors. This committee is chazged with reviewing and approving strategic
goals, the annual operating budget, and capital budgets of the organization prior to
their presentation to the full board for approval.
4ection 4 President Is Ex-Officio Member Of All Committees The president
shall be an ex-officio member of a11 committees.
ARTICLE VIII. STAFF.
Section 1 Execufive Director The executive director sha11 be appointed by the
board for a term to be fixed by the board. The executive director sha11 report to
the president and perform such duties as specified by the president and the board.
The executive director shall be bonded in such a sum as the board may determine.
The executive director shall have authority to hire and dismiss all other
corporation employees, and to supervise their work.
Section 2. Other Staff. The boazd of directors shall authorize such other staff
positions as may be necessary in the conduct of the business of the corporation.
ARTICLE IX. ELECTIONS.
Secfion 1 Corporation Nominations At least #i�ee-(3j two (2) months prior to
tiie� �eet-i�g any election of directors, the president shall appoint a
BY-LAWS, 1991 page-7
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AMENDED BY-LAWS, CABLE ACCESS ST PAUL, INC. 5/21/91
nominating committee, with boazd approval, to present a slate of candidates •��
«.L�....1.:... ,.a aL,. .. ...1 .Y..,.a:..... TI.., «..
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eategaty: to the board. The nominating committee shall consist of board
members.
Section 2 Elections � ,
. Directors sha11 be elected by the affirmative
vote of a majoriry of directors present and entitled to vote at a duly held meeting.
ARTICLE X AMENDMENTS
Section l. Authority to Amend. The by-laws of this corporation may be altered,
amended, or repealed by an�rmative vote of two-thirds of the boazd of dizectors
provided tl�at at least thirry days rvritten notice of such proposed amendments be
sent to each member of the corporation. This section is not intended to override
any rights of inembers to amend the by-laws pursuant to Minnesota Statutes
317A.
Section 2 Notice of Amendments All voting members shall receive copies of
the proposed amendments or changes in writing at least 30 days prior to the
meeting at which the amendments are to be voted on.
Section 3 Agproval of Amendments Any amendments appraved-l�y�ke
�ne�Herski}� shall not become effective until they are approved by the St. Paul
City Council.
ARTICLE XI MISCELLANEOUS
Section 1 Fiscal Year The fiscal yeaz of the corporation shall be from April 1
to March 31.
Section 2 Conduct of Meetin�s Roberts Rules of Order Revised shall govern
the conduct of all meetings of the members of the corporation, its board of
directors, and its committees, except where same shall be in conflict with law or
these by-laws.
Section 3 Indemnification The incorporators, directors, and officers of the
corporation shall be indemnified by the corporation for a11 acts and omissions
which aze reasonable in the course of good faith service to the corporation.
Further, members, directors, and incorporators shall not be personally liable for
the actions or inaction's of the corporation.
BY-LAWS, 1991 page-8
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AMENDED BY-LAWS, CABLE ACCESS ST PAUL, INC. 5/21/91
Section 4. Books and Records. The corporation shall keep correct and complete
books and records of account and shall also keep written minutes of the
proceedings and its members, boazd of directors, and committees having any of
the authority of the board of directors, and shall keep at the principal office record
giving the names and addresses of the members. Audio tape recordings of any
corporation shall be made and kept at the request of any director.
Revised by the membership May 29, 1986
Revised by the membership May 9, 1989
Revised by the membership May Zl, 1991
BY-LAWS, 1991 page-9