BYLAWS OF INTERNATIONAL BROADCASTERS’ IDEABANK, INC.
(as amended)
1. NAME
The name of this corporation is INTERNATIONAL BROADCASTERS’ IDEABANK, INC. (hereinafter referred to as the “Idea Bank”).
2. OBJECT AND PURPOSES
The object and purposes of the Idea Bank are the exchange of information relevant to the radio broadcasting industry between noncompeting radio stations. Notwithstanding any other provision of these Articles, the Idea Bank shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(6) of the Internal Revenue Code of 1956, or corresponding provisions of any later federal tax laws (hereinafter, the “Code”).
3. MEMBERS
a. The membership shall consist of a maximum of one hundred (100) Members. A Member shall be either a radio station or a group of radio stations (the “Member’s Stations”) together with one associated duly appointed delegate (the “Reporting Member”) who shall be, or shall be appointed by, the controlling owner of the Member’s Stations, who as a unit shall constitute the Member (hereafter, that combined unit of the Member’s Stations and one appointed individual Reporting Member together being the “Member” for all purposes in these Bylaws and in all Rules and Regulations).
b. Members shall each exercise their powers and duties as Members of the Idea Bank through the one Reporting Member.
c. A radio station or radio station group may apply for membership through a duly appointed delegate by contacting the Executive Director of the Idea Bank who shall place such application for membership before the Board of Directors for admittance and notify the Members of such application for membership. Any existing Member of the Idea Bank may veto any applicant if there is a legitimate competitive conflict between the existing Member and the applicant. Such veto may be overridden by the Board of Directors. The Members at any Annual or Special Meeting may also override such veto or overturn any action of the Board of Directors on such a veto by an affirmative vote of in excess of 50% of the Members.
d. When the maximum membership limit has been reached new applicants for membership shall be ranked on a waiting list in order of the date of their application. New applications on such waiting list shall be circulated by the Executive Director to Members no less than once per month.
e. Upon: (i) any sale by the controlling owner of the entirety of the Member’s Stations; (ii) the purchase of additional radio stations by or affiliated with the Member which the Board of Directors determines may compete with other Members; (iii) the addition of any partner, stockholder, member, owner, investor, officer, director, manager or employee to or with Member’s Stations who holds other radio station interests or who, in the discretion of the Board of Directors, is otherwise competitively adverse to any other Member; or (iv) the disengagement of the Reporting Member as the duly appointed delegate from the Member’s Stations for any reason, the Member’s Stations along with the associated Reporting Member shall cease being a Member and shall be considered to have resigned as a Member. If the former Member’s Stations or any of them with another duly appointed delegate, or the former Reporting Member now associated with other, reconstituted or additional stations or ownership, desires to apply for re-admission, the Board of Directors at its discretion may accord either or both a priority status for readmission on any waiting list in the order in which the Board of Directors may determine and may continue the obligations and benefits of membership to either or both on a provisional basis. In such case, the Executive Director shall give immediate notification to Members of such applicants being accorded priority status for re-admission, and thereafter the Idea Bank shall follow the procedures set forth for admission in Section 3.c above.
f. Any Member may be expelled from membership in the Idea Bank by an action of the Board of Directors as a result of any violation of the duly-enacted Bylaws, or Rules and Regulations, of the Idea Bank without notice and without the right to a hearing. The Members at any Annual or Special Meeting may overturn such expulsion by an affirmative vote of in excess of 50% of the Members, with any such expelled Members having the right to vote on, and only on, the specific issue of expulsion at such meeting.
g. Any Member may resign its membership. Such resignation shall be in writing which shall be effective upon acceptance thereof by the Board of Directors.
h. In case of resignation or expulsion, a former Member shall remain liable for payment of any assessment or any sum levied or which became payable by it to the Idea Bank prior to acceptance of its resignation or prior to the date of its expulsion. No refund of dues shall be due to a former Member expelled or who resigns.
i. To augment and supplement the object and purposes of the Idea Bank by the exchange of legal and technical information relevant to the radio broadcasting industry, there shall be, in addition to the 100 Members, one (1) attorney associate member (the “Attorney Member”) and one (1) engineer associate member (the “Engineer Member”), such members not associated with any specific radio station or station group. The Attorney Member shall be an attorney whose practice is communications law, and the Engineer Member shall be a consulting engineer whose practice is radio station technical matters. Such members shall be subject to the obligations and requirements of Members of the Idea Bank as shall be set by the Idea Bank including confidentiality and the payment of dues and fees, but shall have no vote upon any matter coming before the Idea Bank and shall not be counted for the purposes of a quorum at any meeting. Each Attorney Member and Engineer Member shall participate in the exchange of information with Members of the Idea Bank as shall be determined from time to time by the Idea Bank.
j. At the discretion of the Board of Directors, any former Reporting Member who was part of a Member in good standing for at least five (5) consecutive years may be accorded Emeritus Status by the Board of Directors upon request which status shall entitle such former Reporting Member the right to attend any meetings of the Idea Bank and participate in any exchange of information by the Members of the Idea Bank as the Board of Directors may from time to time determine. Such Emeritus Status shall be valid for a time period until the next Annual Meeting of the Idea Bank at which time such Emeritus Status may be renewed from year to year by a vote of the Members as the Members may see fit. Such former Reporting Members accorded Emeritus Status shall be subject to the obligations and requirements of the Idea Bank as shall be set by the Idea Bank including confidentiality and the payment of dues and fees, but shall have no vote upon any matter coming before the Idea Bank, and shall not be counted for the purposes of a quorum at any meeting. The number of former Reporting Members accorded Emeritus Status shall not be in excess of twenty (20) at any particular time.
4. OFFICES
The principal office of the Idea Bank shall be located as the Board of Directors shall determine in the State of Oklahoma, and the Idea Bank may have such other offices either within or without the State of Oklahoma, as the Board of Directors may determine, or as the affairs of the Idea Bank may require from time to time.
5. BOARD OF DIRECTORS
a. General Powers. The Board of Directors shall determine the policies of the Idea Bank and shall direct its Officers and its Executive Director to do all things necessary to carry out its policies.
b. Number and Term. The affairs of the Idea Bank shall be managed by a board of three (3) directors, each of whom at the time of his or her election and throughout his or her term of office shall be a Reporting Member of the Idea Bank. Except as provided for below for the Annual meeting in which these Bylaws are adopted, each of the Directors shall be elected for a term of three (3) years, with such terms to be staggered so that upon the first day of each calendar year following each Annual Meeting, the term of one of the Directors commences. A retiring Director shall be eligible for re-election. Directors may serve a total of three consecutive terms. A director who has served three three-year terms will be eligible for election to the Board of Directors after not serving in such capacity for one year.
c. Election at Annual Meeting in Which Bylaws are Adopted. At the Annual Meeting in which these Bylaws are adopted, the election of three (3) Directors shall take place, with Director slots up for election being designated as slots for the “A”
Director, the “B” Director, and the “C” Director. As a result of this first election taking place at the Annual Meeting in which these Bylaws are adopted and at this election only, the term of the “A” Director shall be for one (1) year, the term of the “B” Director shall be for two (2) years, and the term of the “C” Director shall be for three (3) years. Thereafter, at each subsequent Annual Meeting, an election for one Director shall take place, at the meeting one year hence for the “A” Director, at the meeting two years hence for the “B” Director, at the meeting three years hence for the “C” Director, at the meeting four years hence for the “A” Director, and so on and so forth, with each Director so elected to serve a term of three (3) years.
d. Election. The election of Directors to the Board of Directors, with the exception of the procedure specified in Section 5.e below, shall take place only at the Annual Meeting of the Members of the Idea Bank. Nominations for candidates for the Board of Directors may be submitted to the Executive Director in advance or taken at the meeting.
e. Removal. The Members of the Idea Bank may, by an affirmative vote of at least two thirds (2/3) of the Members attending an Annual or Special Meeting of which notice of no less than thirty (30) days prior to the meeting has been given by at least ten (10) members to all Members specifying the intention to seek a vote on such removal, remove any Director before the expiration of his or her term of office, and may, by a vote taken at the same meeting in accord with the procedures set forth in Section 10, elect any Member as the replacement Director in his or her stead for the remainder of his or her term. Should a Director fail to attend three consecutive meetings of the Board of Directors which are scheduled or for which notice has been given, the Board may, at its discretion, remove any such Director before the expiration of his or her term of office.
f. Vacancies. Vacancies on the Board of Directors, however, caused, may so long as a quorum of Directors remains in office, be filled by the Directors from among the Members of the Idea Bank if they shall see fit to do so. Otherwise, such vacancy shall be filled at the next Annual Meeting, at which time a director shall be elected to fill out the remainder of the vacant term. If there shall not be a quorum of Directors remaining, in such case the Members of the Idea Bank with the greatest uninterrupted years in tenure as Members shall fill the vacancies as Directors until the next Annual Meeting.
g. Quorum. Two-thirds of the Directors shall form a quorum for the transaction of business.
h. Place of Meetings. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine, either in person, by telephone conference call, videophone, voice or video via the Internet, or such other means of real-time group communications provided that all directors attending via the prescribed means may simultaneously participate in the proceedings of the meeting. Irrespective of any determination of the Board of Directors as to the mode by which a meeting may be held, any Director may attend any meeting of the Directors by speakerphone and shall under such circumstances be deemed in attendance at such meeting for all purposes.
i. Notice. No formal notice of any meeting of the Board of Directors shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the President, or by the Secretary/Treasurer on the direction of the President. Notice of such meetings shall be delivered in accord with Section 14 to each Director not less than five (5) days before the meeting is to take place. The statutory declaration of the Secretary/Treasurer or President that notice has been given pursuant to these Bylaws shall be sufficient and conclusive evidence of the giving of such notice. The Board of Directors may determine a place and day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A Board of Directors meeting may also be held, without notice, immediately preceding or following the Annual Meeting of the Idea Bank. The Board of Directors may consider or transact any business, either special or general, at any meeting of the Board.
j. Error in Notice. No error or omission in giving such notice for a meeting of the Board of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting, and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings are taken or had thereat.
k. Voting. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes. In case of an equality of votes, the President, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the President that a resolution has been carried with an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. In the absence of the President, his or her duties may be performed by the Secretary/Treasurer or such other Director as the Board may from time to time appoint for the purpose.
l. Specific Powers. The Directors of the Idea Bank may administer the affairs of the Idea Bank in all things and make or cause to be made for the Idea Bank, in its name, any kind of contract which the Idea Bank may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such acts and things as the Idea Bank is by its charter or otherwise authorized to exercise and do. Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options, and other securities, lands, buildings and other property, movable or immovable, real or personal or any right or interest therein owned by the Idea Bank for such consideration and upon such terms and conditions as they may deem advisable.
m. Remuneration. The Directors shall receive no remuneration for acting as such.
6. OFFICERS
a. Offices Held. There shall be a President, a Secretary/Treasurer, an Executive Director, and such other Officers that the Board of Directors may determine from time to time as Officers of the Idea Bank. No person shall hold more than one office. The President and Secretary/Treasurer must be Directors and Reporting Members of the Idea Bank. The Executive Director either shall be a Reporting Member of the Idea Bank or shall have been for a consecutive time period of not less than five (5) years a Member of the Idea Bank.
b. Election of President and Secretary/Treasurer. The President and the Secretary/Treasurer shall be elected by the Directors at the first meeting of the Board of Directors following the first day of each calendar year, provided that in default of such election, the then incumbents, being members of the Board shall hold office until their successors are elected.
c. Election of Executive Director. The Executive Director shall be elected by the Members of the Idea Bank at the Annual Meeting of the Idea Bank for a term of three (3) years with the first such election taking place at the calendar year 1999 Annual Meeting in which these Bylaws were initially adopted, and elections thereafter occurring every three (3) years, with the term of the Executive Director commencing upon the first day of the calendar year following the Annual Meeting in which the vote takes place.
d. Vacancies in Positions of Officers or Executive Director. The Board of Directors may by resolution appoint a successor to the Executive Director or an Officer of the Idea Bank who vacates his or her office through death, resignation, or otherwise. In the case of an appointment of the Executive Director, the appointed Executive Director shall serve out the term of the vacating Executive Director with any such appointment subject to being overturned by an affirmative vote in accord with Section 10 of in excess of 50% of the Members at any subsequent Annual or Special Meeting with any replacement Executive Director thereafter serving out the term of the vacating Executive Director.
e. Duties of the Officers.
i. President. The President shall, when present, preside at all Annual and Special Meetings of the Members of the Idea Bank and of the Board of Directors, provided that the President may designate another to so preside over all or part of any meeting in his or her stead. The President shall also be charged with the general management and supervision of the affairs and operations of the Idea Bank. The President with the Secretary/Treasurer or other Officer appointed by the Board for the purpose shall sign all Bylaws and membership certificates. During the absence or inability of the President, his or her duties and powers may be exercised by the Secretary/Treasurer, and if the Secretary/Treasurer or such other Director as the Board may from time to time appoint for the purpose, exercises any duty or power, the absence or inability of the President shall be presumed with reference thereto.
ii. Secretary/Treasurer. The Secretary/Treasurer shall be ex officio clerk of the Board of Directors. He or she shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose. He or she shall give all notices required to be given to Members and to Directors. He or she shall be the custodian of the seal of the Idea Bank and of all books, papers, records, correspondence, contracts, and other documents belonging to the Idea Bank which he shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board of Directors. The Secretary/Treasurer, or person performing the usual duties of a treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Idea Bank in proper books of account and shall deposit all amounts of money or other valuable effects in the name and to the credit of the Idea Bank under the direction of the Board of Directors, taking proper vouchers therefor, and shall render to the Board of Directors at regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Idea Bank. He or she shall also perform such other duties as may from time to time be determined by the Board of Directors.
iii. Executive Director. The Executive Director shall function as the day-to-day liaison between the Members and the Idea Bank, and shall under the direction of the President and the
Board of Directors carry out the day-to-day functions of the operations of the Idea Bank. The Executive Director may, on the invitation of the Board of Directors, attend meetings of the Board of Directors, but for purposes of establishing the existence of a quorum, shall not be counted as a member of the Board of Directors, and shall not be entitled to vote at any meeting of the Board of Directors.
iv. Duties of Other Officers. The duties of all other Officers of the Idea Bank shall be such as the terms of their engagement call for or the Board of Directors requires of them.
7. EXECUTION OF DOCUMENTS
Deeds, transfers, licenses, contracts, and engagements on behalf of the Idea Bank not in the ordinary course of business shall be signed by either the President or the
Secretary/Treasurer of the Idea Bank and the seal of the Idea Bank shall be affixed to such instruments as require the same. Contracts in the ordinary course of the Idea Bank’s operations may be entered into on behalf of the Idea Bank by the Executive Director or by any person authorized by the Board. Notwithstanding any provisions to the contrary contained in these Bylaws of the Idea Bank, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract, or obligations of the Idea Bank may or shall be executed.
8. BOOKS, RECORDS, AND FINANCIAL OVERSIGHT COMMITTEE
a. Books and Records. The Board of Directors shall see that all necessary books and records of the Idea Bank required by the Bylaws of the Idea Bank or by any applicable statute or law are regularly and properly kept. The Executive Director shall at least once each quarter-year present financial and other reports to the Board of Directors on such matters as the Board shall determine, and shall no less than annually present such financial information to the Members.
b. Financial Oversight Committee. The Idea Bank shall establish a standing Financial Oversight Committee composed of three (3) Reporting Members elected by the Members, with such Reporting Members being initially elected for staggered terms ending on three consecutive calendar years. The committee shall have the directive and power to obtain from the Idea Bank, the Executive Director and Board of Directors, at any time, any and all documents relating to and associated with the finances of the Idea Bank for any time period up to and including six (6) years prior, and to request an informal or formal audit of the Idea Bank’s books and records at its discretion. The committee shall perform annual reviews of the financial statements, bank account records, financial procedures, and state and federal tax and corporate filings of the Idea Bank, and shall report the results of such reviews to the Members. At each Annual Meeting, an election for one Financial Oversight Committee member shall take place, with each committee member thereafter serving a term of three (3) years. Vacancies on the Financial Oversight Committee occurring prior to the end of a term shall be filled by the remaining committee members from among the Members of the Idea Bank, if they shall see fit to do so. Otherwise, such vacancy shall be filled at the next Annual Meeting, at which time a Member shall be elected to fill out the remainder of the vacant term.
9. DUES
There shall be such dues or fees payable by Members as shall from time to time be fixed by the Board of Directors, which vote shall become effective only when confirmed by an affirmative vote of in excess of 50% of the Members at an Annual or Special Meeting.
10. ANNUAL AND OTHER MEETINGS OF MEMBERS
a. Annual Meetings. Annual Meetings of the Idea Bank shall be held within each respective calendar year at a location where a quorum of Members is expected to be otherwise present. The Annual or any other Special Meeting of the Members of the Idea Bank shall be held in such place and on such day as the Board of Directors may determine. Notice of the time and place of the Annual Meeting shall be given by the Idea Bank by delivering notice to each Member in accord with Section 14 at least sixty (60) days before the time fixed for the holding of such meeting.
b. Special Meetings. The Board of Directors, or any twenty (20) Members by signed writing delivered to the Idea Bank, shall have the power to call at any time a Special Meeting of the Members of the Idea Bank for a stated purpose, but no such meeting called in such fashion shall be effective without the calling party or parties obtaining the written assent by mail or email of at least 50% of the Members of the Idea Bank no less than forty (40) days prior to such meeting. Thereafter, a notice of the time and place of a Special Meeting shall be given by the Idea Bank by delivering a notice pursuant to Section 14 at least thirty (30) days before the time fixed for the holding of such meeting.
c. Transaction of Business. The Members at any Annual or Special Meeting at which there is a quorum present pursuant to Section 10.g may consider and transact any business for which a vote of the Members is required to be taken, consistent with the procedures set forth in this Section 10.
d. Voting on Substantive Matters. For any vote on a substantive matter (a “Substantive Matter”), a notice to the Members of no less than thirty (30) days prior to Annual or Special Meeting of the specific vote to be taken must be given by the Executive Director or an Officer of the Board of Directors. A Substantive Matter shall include: the overriding of a veto or overturning any action of the Board of Directors on such a veto under Section 3.c; the expulsion of a Member under Section 3.f; the election of a Director to the Board of Directors under Section 5.d; the removal of a Director and vote on a replacement Director under Section 5.e; the election of the Executive Director under Section 6.c; the overturning of the appointment of an interim Executive Director under Section 6.d; the confirmation of the setting of dues or fees owed by the Members under Section 9; the substantial expenditure of funds outside the normal and ordinary course of business under Section 12.a; the entering into of indebtedness under Section 12.b; an amendment of the Rules and Regulations under Section 15; and an amendment of these Bylaws under Section 17.
e. Voting on Non-Substantive and Procedural Matters. For any vote on a non-substantive or procedural matter (a “Non-Substantive Matter”), prior notice is not required. A Non-Substantive Matter includes votes on ordinary meeting procedures (such as the approval of minutes of prior meetings, the closing of discussions, and the calling for a vote); an indication of the non-binding sense of the Members to the Board of Directors; the selection of Emeritus Members pursuant to Section 3.j; the establishment of a committee of members for general or specific purposes; the selection of Members to serve on the Financial Oversight Committee under to Section 8.b or on other committees that from time to time may be established; the location and date of future exchange of ideas conventions; and the adoption of special recognitions, awards, and scholarships not involving the substantial expenditure of funds outside the normal and ordinary course of business.
f. Error or Omission in Notice. No error or omission in giving notice of any Annual or Special Meeting of the Members of the Idea Bank shall invalidate such meeting or make void any actions taken thereat. Any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all actions taken or had thereat. For the purpose of sending a notice to any Member, Director, or Officer for any meeting or otherwise, the mailing address and email address of any Member, Director or Officer shall be his or her last addresses recorded on the books of the Idea Bank.
g. Quorum of Members. Except as specified below in Section 10.h below, a quorum for the transaction of business at any Annual or Special meeting of the Members of the Idea Bank shall consist of not less than the in-person attendance of twenty-five percent (25%) of the Members listed on the roll of the Idea Bank at a record date thirty (30) days in advance of the Annual Meeting of the Idea Bank.
h. Meeting by Alternate Means of Communications. Recognizing that the Members of the Idea Bank are dispersed widely throughout the world and the calling of either an Annual or Special Meeting of the Members may not be practical or feasible for the proper conduct of the Idea Bank’s business, in lieu of the physical presence of Members, an Annual or Special Meeting of the Members pursuant to the procedures set forth in these Bylaws may be held by electronic communications as may be designated by the Board of Directors in the calling of such meeting, including telephone conference call, videophone, voice or video via Internet, or other such real-time communications means, now existing or to be developed in the future, provided that at least forty (40) days prior to such meeting at least fifty percent (50%) of the Members agree in writing to the time, date, and means of communication for such meeting, and provided that at such meeting, no less than seventy-five percent (75%) of the membership is represented by such electronic means which shall be the quorum required for such meeting. Such electronic means of communication may be employed upon proper notice and assent for any Annual or Special Meeting in which because of location or otherwise a physical quorum of Members specified in Section 10.g is not expected to be present but the membership desires to conduct business nonetheless.
i. Voting of Members. Each Member of the Idea Bank shall be entitled to one vote on each Substantive Matter in accord with the electronic voting procedures set forth in Section 10.j below. Each Member of the Idea Bank that is part of the quorum in attendance at an Annual or Special Meeting pursuant to either Section 10.g or Section 10.h as applicable shall be entitled to one vote on each Non-Substantive Matter. A Member shall not be recognized for voting purposes unless the Member has paid all dues or fees, if any, then payable by it. At all meetings of Members, every vote on a Non-Substantive Matter, unless otherwise specified herein or by any applicable law, shall be decided by a majority of the votes cast. Every vote on a Non-Substantive Matter shall be decided in the first instance by a show of hands or other indication of the affirmative vote unless a poll be demanded by any Member in attendance. A declaration by the presiding Officer that a vote of Members has been cast in a specified way, and an entry to that effect in the minutes of the Idea Bank, shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favor of or against. If a poll is demanded and not withdrawn, the question on a Non-Substantive Matter shall be decided by such poll taken in such manner as the presiding Officer shall direct and the result of such poll shall be deemed the decision of the Idea Bank upon the matter in question. In the event of a tie in votes cast, the President, in addition to his or her own vote, shall cast the deciding vote.
j. Electronic Voting for Substantive Matters. For any vote on any Substantive Matter, Members shall vote using an electronic means specified by the Board of Directors and overseen by the Secretary. Such voting must employ a secure means by which any Member located anywhere in the world may cast a vote without additional cost to the Member through the Internet using any operating system, web browser, smartphone app, or other electronic means of communication, in use by at least 5% of the world population. The electronic means used for voting on any Substantive Matter shall not show to the Members any interim tally or indication of either the number of votes cast or the number of members who have voted, prior to the close of the vote. The voting on any Substantive Matter shall commence only after a discussion of the matter at an Annual or Special Meeting is closed, and an affirmation occurs on the calling for a vote on the matter by those in attendance at such an Annual or Special Meeting. Upon the affirmation of the calling for a vote on a Substantive Matter, the Executive Director or Secretary shall email within twenty-four (24) hours of the close of the meeting to each Member the link or app information as may be applicable to enable each Member to cast a vote stating a time period of fourteen (14) days subsequent during which votes may be cast. Once a vote is cast by a Member, it may not be changed, altered or withdrawn. Except for voting on multiple choices for which the entire fourteen (14) day time period shall remain open, upon the casting of the required number of affirmative votes by Members on any matter, the Executive Director or Secretary may at that time announce the vote. In the event of a tie in votes cast on any Substantive Matter, the President, in addition to his or her own vote, shall cast the deciding vote. In any voting on a Substantive Matter, if 50% or fewer of the Members cast acceptable ballots, the election shall be declared invalid as if it had not occurred.
k. Ranked Choice Voting On Substantive Matters. For all voting on Substantive Matters pursuant to Section 10.d in which more than two choices, options or candidates are presented, ranked-choice voting shall be employed whereby Members shall rank choices in order of preference. Members shall indicate on the ballot voting preferences in order of choice from first to last using the number “1” for the first choice, the number “2” for the second choice, the number “3” for the third choice, and so on. No ballot shall be accepted unless all choices are indicated (for instance, if there are five choices, a Member’s ballot that indicates only a first, second, and third choice shall not be accepted and shall not be counted, nor shall ballots that indicate no choices be accepted and counted). No cumulative voting is allowed. Each ballot to be acceptable must indicate a discrete choice for each option or candidate. The choice, option, or candidate with the lowest total score shall prevail. In the event that there is more than one choice or open seat to be chosen or filled, the choices or candidates with the lowest total scores shall prevail. If there are two or more board seats with varying terms, the candidate receiving the lowest score shall be elected to the longer term.
11. FINANCIAL YEAR
The fiscal year of the Idea Bank shall commence on the 1st day of January and terminate on the 31st day of December, in each year.
12. CONTRACTS, LOANS, CHECKS AND FINANCIAL OVERSIGHT COMMITTEE
a. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name or on behalf of the Idea Bank involving the expenditure of funds not outside the normal and ordinary course of business, and such authority may be general or confined to specific instances. Any substantial expenditure of funds outside the normal and ordinary course of business shall require an affirmative vote of more than 50% of the Members at an Annual or Special Meeting.
b. Loans. No loan shall be contracted on behalf of the Idea Bank and no evidence of indebtedness shall be issued in its name unless authorized by an affirmative vote of more than 50% of the Members at an Annual or Special Meeting. Such authority may be general or confined to specific instances.
c. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Idea Bank, shall be signed by such Officer or Officers, agent or agents of the Idea Bank and in such manner, as shall from time to time be determined by resolution of the Board of Directors, provided that no such documents shall be issued by the Idea Bank without the signature of at least two persons, one of whom shall be a Director.
13. LIABILITY OF OFFICERS AND DIRECTORS
Officers and Directors shall not be personally liable to the Idea Bank or its Members for breach of any duty, except in circumstances where the breach of duty was based upon an act or omission: (1) in breach of such person’s duty of loyalty to the Idea Bank or its Members; (2) not in good faith or involved in a knowing violation of law, or (3) resulting in the receipt by such person of an improper personal benefit. As the Board of Directors may deem appropriate, it may cause Officers or employees having fiscal responsibilities to be bonded and to secure liability insurance covering the acts and omissions of Directors, Officers, committee members, agents, and employees.
14. NOTICE
Whenever under the provisions of these Bylaws of the Idea Bank, notice is required to be given to a Director, Officer, or Member, such notice may be given either by email, or by depositing same in a post office or public letterbox, in a prepaid, sealed wrapper addressed to the Director, Officer, or Member at its email or mailing address as the same appears on the books of the Idea Bank. A notice or other document so sent by sent by email shall be deemed to be delivered one (1) business day after being sent, and a notice or other document sent by mail shall be deemed to be delivered five (5) business days after mailing.
15. RULES AND REGULATIONS
The Idea Bank may from time to time by an affirmative vote of in excess of 50% of the Members at an Annual or Special Meeting, provided that notice and the text of any such proposal are given to the Members in accord with Section 10.d, adopt, revise, amend or add to its Rules and Regulations. The Rules and Regulations, along with these Bylaws and the Idea Bank’s Articles of Incorporation, constitute the governing documents of the International Broadcasters Idea Bank and shall be followed by each Member, Director, and Officer of the Idea Bank.
16. INTERPRETATION
In these Bylaws and the Idea Bank’s Rules and Regulations, and in all other governing documents of the Idea Bank hereafter adopted unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa and references to persons shall include firms and corporations. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the Rule and Regulations and these Bylaws, these Bylaws shall control.
17. AMENDMENT
These Bylaws may be amended at any Annual or Special Meeting of the Members, by an affirmative vote of in excess of at least sixty-six percent (66%) of the Members, provided that notice and the text of any such proposed amendment is given to the Members in accord with Section 10.d.
THESE BYLAWS AUTHORIZED BY THE IDEA BANK BOARD OF DIRECTORS ON MAY 14, 1999, ADOPTED BY THE MEMBERS DURING ITS ANNUAL MEETING AT LAUGHLIN, NEVADA ON MAY 14, 1999, AND THEREAFTER RATIFIED UNDER THE PROCEDURES SET FORTH HEREIN. THESE BYLAWS AMENDED BY THE MEMBERS OF THE IDEA BANK AS TO SECTION 2, THE ADDITION OF A NEW SECTION 15, AND A RE-NUMBERING OF THE PREVIOUS SECTIONS 15 THROUGH 18 TO BE SECTIONS 16 THROUGH 19, DURING ITS ANNUAL MEETING AT ST. SIMONS ISLAND, GEORGIA ON MARCH 13, 2000 BY AN AFFIRMATIVE VOTE IN PERSON OR BY PROXY OF IN EXCESS OF SIXTY-SIX PERCENT (66%) OF THE MEMBERS OF RECORD. THESE BYLAWS AMENDED BY THE MEMBERS OF THE IDEA BANK BY THE ADDITION OF A NEW SECTION 2.k. DURING ITS ANNUAL MEETING AT LAKE TAHOE, CALIFORNIA ON MAY 1, 2001 BY AN AFFIRMATIVE VOTE IN PERSON OR BY PROXY OF IN EXCESS OF SIXTY-SIX PERCENT (66%) OF THE MEMBERS OF RECORD. THESE BYLAWS EXTENSIVELY AMENDED BY THE MEMBERS OF THE IDEA BANK DURING ITS ANNUAL MEETING AT SARASOTA, FLORIDA ON MAY 20, 2014 BY AN AFFIRMATIVE VOTE IN PERSON OR BY PROXY OF IN EXCESS OF SIXTY-SIX PERCENT (66%) OF THE MEMBERS OF RECORD. THESE BYLAWS AMENDED BY THE MEMBERS OF THE IDEA BANK BY THE ADDITION OF THE FINAL TWO SENTENCES TO SECTION 5.b. DURING ITS ANNUAL MEETING AT HYANNIS, MASSACHUSETTS ON OCTOBER 23, 2018 BY AN AFFIRMATIVE VOTE IN PERSON OR BY PROXY OF IN EXCESS OF SIXTY-SIX PERCENT (66%) OF THE MEMBERS OF RECORD. THESE BYLAWS AMENDED BY THE MEMBERS OF THE IDEA BANK BY CERTAIN AMENDMENTS TO SECTIONS 3.a., 3.e., 3.j. and 3.k, DURING ITS ANNUAL MEETING AT CLEVELAND, MISSISSIPPI ON MAY 13, 2019 BY AN AFFIRMATIVE VOTE IN PERSON OR BY PROXY OF IN EXCESS OF SIXTY-SIX PERCENT (66%) OF THE MEMBERS OF RECORD. THESE BYLAWS AMENDED BY THE MEMBERS OF THE IDEA BANK BY THE ELIMINATION OF PROXY VOTING AND SUBSTITUTING A PROCEDURE FOR ELECTRONIC VOTING DURING A SPECIAL MEETING HELD THROUGH ZOOM ON JUNE 30, 2020 BY AN AFFIRMATIVE VOTE IN PERSON OF IN EXCESS OF SIXTY-SIX PERCENT (66%) OF THE MEMBERS OF RECORD.