Additional proposed changes to bylaws

Notice of proposed change to timing of the Annual Meeting
November 2, 2020
2021 Board of Directors Election
December 24, 2020

Additional proposed changes to bylaws

Two proposed changes to the bylaws of the New Wave Corporation to be voted on at the December 15, 2020 meeting.

 

Change to Article 3.01:

This change makes explicit that only the Board of Directors can take loans on the part of the Corporation. (Convenience use of the credit card, paid in full each month, for budgeted expenses is addressed in policy).  Most lenders would require evidence of board approval but this additional language will make explicit that requirement.  This will be relevant if the NWC purchases property to house KOPN.

Article 3.01: Powers and Restrictions.  

The property and business of the Corporation shall be controlled by the Board of Directors.  The Board shall have the power to hire and fire a General Manager.  The Board shall be responsible for determining policies governing the station and for the fiscal management of the station.  Except for its overall responsibility for controlling the property and business, it may delegate specific powers to the General Manager or to committees but only the Board of Directors is authorized to incur debt on the part of the New Wave Corporation or KOPN.

 

Change to Article 5.01:

This change resolves conflicting language in sections 3.01 and 5.01 of the bylaws to clarify who is responsible for determining personnel policies governing the station and brings it in line with the way personnel policy development and change has been handled.

Current version with pertinent section underlined:

Article 5.01: Duties. Subject to these By-laws and the control of the Board of Directors, the General Manager shall have full supervision and control over the activities and affairs of the New Wave Corporation. The General Manager shall be responsible for the daily management of New Wave Corporation, including maintaining effective liaison with the Board of Directors; developing, implementing and maintaining effective personnel policies and initiating appropriate actions in accordance with those policies; overseeing the development of budgetary plans and analyzing corporate performance relative to those plans; preparing monthly operating reports and presenting those reports at Board meetings; preparing and distributing the annual corporate report; and other activities necessary to ensure effective operations. The General Manager may hire and fire other staff as necessary and, with Board approval, add or eliminate staff positions. The General Manager shall be an ex-officio member of all committees of the New Wave Corporation.

Proposed version with changed language underlined and italicized:

Article 5.01: Duties. Subject to these By-laws and the control of the Board of Directors, the General Manager shall have full supervision and control over the activities and affairs of the New Wave Corporation. The General Manager shall be responsible for the daily management of New Wave Corporation, including maintaining effective liaison with the Board of Directors; participating with the Board in developing and maintaining effective personnel policies, implementing those policies, and initiating appropriate actions in accordance with those policies; overseeing the development of budgetary plans and analyzing corporate performance relative to those plans; preparing monthly operating reports and presenting those reports at Board meetings; preparing and distributing the annual corporate report; and other activities necessary to ensure effective operations. The General Manager may hire and fire other staff as necessary and, with Board approval, add or eliminate staff positions. The General Manager shall be an ex-officio member of all committees of the New Wave Corporation.

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