A. Student Media Company, Inc. is a non-profit 501(c)(3) educational corporation initially chartered by the Secretary of State for the State of Texas in April 1930 with the support and approval of what are now the trustees, President, Faculty Senate and Student Government Association of Southern Methodist University as well as professional journalists and alumni of the university.
B. The mission of Student Media Company, Inc. is to operate superior, responsive student media in a learning environment dedicated to excellence, student freedom of expression and sound business practices appropriate to a university community.
A. The principal office of this corporation shall be located on or near the campus of Southern Methodist University in University Park, Texas.
B. The corporation may have additional offices at such other places as the Board of Directors shall designate or as the business of the corporation shall require.
C. The officers of this corporation, when executing any contract, deed, conveyance, or other writing in the name of this corporation, may adopt any appropriate seal as the seal of the corporation.
A. Four students shall represent the student body of Southern Methodist University on the Board of Directors as provided for in the bylaws hereinafter set forth. This provision shall be strictly preserved. Two of the student members shall be nominated by a plurality vote of those students voting in the Students' Association general election in the spring semester or, if necessary, a special Company election, and shall be appointed by the current Board if they meet the basic qualifications specified in the next paragraph. A third student member shall be appointed by the current Board and a fourth student member shall be appointed by the Board scheduled to take office June 1 following an application and interview process. Each also must meet basic qualifications specified in the next paragraph. All will serve terms of one year, renewable by re-election or re-appointment.
During their terms of office, all student members must be enrolled in a University undergraduate or graduate degree-granting program or be enrolled in a co-op program or have minimum hours to graduate and must meet minimum acceptable standards of academic and disciplinary performance (not be on academic or disciplinary probation). All must be knowledgeable about the operations of the company, have no conflicts of interest, and demonstrate a commitment to freedom of the press and to the preservation and advancement of the independence and autonomy of the company and its media. Three of the four student members must be enrolled full-time. One may be enrolled part-time.
B. Three SMU faculty members shall serve on the Board of Directors. Following consultation with and on behalf of the Board of Directors, the secretary of the Board of Directors shall invite the president of the SMU Faculty Senate to submit a nomination for appointment for each vacant faculty position. Faculty members serve staggered terms of three years each and may be re-appointed. At least one member of the Board should be a member of the faculty of the Center for Communication Arts or its succeeding entity.
C. The Vice President of Student Affairs or another senior member of the Student Affairs division staff designated by the Vice President of Student Affairs shall serve on the Board of Directors as administrative liaison for an indefinite term, with vote, and the Executive Director of Student Media Company shall serve as a member ex-officio of the Board for an indefinite term, without vote.
D. The term of an appointment or election to the Board shall coincide with the company's fiscal year or as designated by the Board.
E. The Board of Directors shall accept all nominations for positions on the Board. In the event a member of the Board of Directors is unable or unqualified to serve, the remaining Board members shall declare the position vacant and establish appropriate procedures to fill the position. A majority vote of the Board members present and voting shall be required to accept a nomination or fill an appointed position or vacancy.
A. The Board of Directors shall appoint an executive director who shall serve as the chief executive officer of the corporation with responsibility on behalf of the Board for day-to-day operations and long-range planning of the corporation.
Specific responsibilities of the executive director include development of an annual budget for approval by the Board, implementation and interpretation of policies established by the Board, personnel and fiscal management, presentation of periodic reports to the Board pertaining to operations of the corporation and its media, and such additional duties and responsibilities as are delegated by the Board of Directors or in these bylaws. The executive director shall serve as secretary of the Board of Directors and represent the Board and corporation as necessary and appropriate and sign all contracts and other agreements on behalf of the Board.
B. Additionally, the Board of Directors shall appoint for a specific term and determine compensation of the principal student editor and/or manager of each medium, from whom the Board shall expect reports at monthly Board meetings. The Board also shall approve the Company's operating and capital budgets, establish general guidelines for the media, and define broad standards of professionalism and codes of ethics for staff members.
C. In all actions, the Board of Directors shall protect, maintain, foster and encourage First Amendment freedoms for each of the student media under its jurisdiction and shall expect editors and managers to strive for the highest standards of professional and responsible journalism and media management.
D. Neither the Board, nor the Executive Director, nor any other member of the professional staff shall exercise prior review of print or broadcast content. The Board expects student editors and managers to exercise mature judgment in making editorial and program decisions regarding sensitive issues, particularly those having legal and ethical implications. To help students make those decisions, the professional staff shall provide student editors and managers semi-annual training as well as ongoing advice and counsel on such legal and ethical issues as libel, slander, obscenity, invasion of privacy, and freedom of information, and shall make access to expert legal counsel readily available.
E. The Board of Directors may designate one or more special or standing committees. Each committee shall consist of two or more members of the Board of Directors plus the executive director. Current standing committees are as follows:
1. Executive Committee, composed of the chair, secretary, treasurer and administrative liaison. Principal duties are (1) to provide continuity between regularly scheduled Board meetings and during the summer, (2) to do an annual performance evaluation of the executive director as well as provide guidance on other personnel matters, and (3) to function as a strategic planning committee.
2. Finance Committee. Principal duties are (1) to serve as a sounding board for executive director on issues related to business and finance, (2) to advise executive director on investment policies, and (3) to review proposed operating and capital budgets before submission to the full Board.
3. Nominating Committee. Principal duties are (1) to recruit students and faculty members to serve on the Board and (2) to provide guidance to the student and professional staffs on matters related to recruitment and retention of student staffs.
4. Development Committee. Duties are (1) to advise the executive director on and help implement Company activities related to various kinds of fund-raising, including grants, and (2) to advise the executive director on appropriate growth and development of the Company.
F. The Board of Directors shall conduct meetings after receiving notice from the secretary or upon presentation to the secretary of a petition signed by a majority of the Board of Directors requesting a meeting.
G. At all meetings of the Board of Directors, a majority of the then available and qualified members shall be necessary and sufficient for transacting business, and the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors, except as may be otherwise provided by statute or by these bylaws. A member of the Board of Directors unable to attend a meeting may authorize the secretary or another member of the Board of Directors to act as proxy unless this delegation is rejected by a majority of the Board of Directors present.
H. No member of the Board of Directors may hold any paid position as a member of the staff on any medium of the corporation. No member of the Board, company staff or staff of a corporation medium may be associated with, have interests in, or be involved in any business or organization with which the company has competitive, financial or contractual relationships, or which may be an actual or perceived conflict of interest. Should a matter come before the Board with potential for a conflict of interest for any member of the Board, the member(s) so affected shall notify other Board members of the conflict and not vote on the matter. The member(s) so affected may continue to participate in discussion unless challenged by another Board member(s), at which time the member(s) challenged may withdraw voluntarily or, should the challenger(s) seek to disqualify the person(s) from further participation, face possible disqualification by a majority vote of the members present and voting.
A. The Board of Directors shall choose from its student membership a chair who shall preside at meetings. The chair shall participate in all discussions of the Board of Directors as an equal member but shall vote only in the event of a tie.
B. The Board of Directors shall choose from its faculty membership a treasurer who shall perform financial duties consistent with that office, including co-signing checks and monitoring and consulting on fiscal activities, and who shall preside in the absence of the chair.
C. The secretary of the Board of Directors shall call and set the agenda for all meetings of the Board and shall record and archive minutes of same.
D. No member of the Board of Directors other than the secretary, who shall be compensated as executive director, shall receive salary for serving on the Board of Directors. Members of the Board of Directors may be reimbursed for actual expenses incurred on behalf of the Board of Directors subject to compliance with established procedures of the corporation.
E. Any officer or member of the Board of Directors may be removed at any time by a three-fifths vote of the remaining members of the Board.
F. The executive director shall serve in such capacity at a salary and per terms fixed by the Board of Directors.
A. This corporation shall be responsible for overseeing and managing such media, services and programs as the Board shall determine appropriate and within the scope and resources of the corporation.
B. The executive director shall establish a publication and/or broadcast schedule and rate schedule for each of the media and advise the Board of Directors of those schedules.
A. The fiscal year of this corporation shall begin June 1 and end the following May 31.
B. The executive director, on behalf of the Board of Directors, periodically shall secure the services of an independent auditing firm that shall review the fiscal status and/or accounting procedures of the corporation and submit to the Board of Directors a statement showing the fiscal condition of the corporation and make appropriate recommendations relative to the fiscal operations of the corporation. It shall be made available to interested parties upon request to the secretary.
A. These bylaws may be amended by the Board of Directors in the manner hereinafter set forth.
B. Any member of the Board of Directors may submit a proposed amendment to or revision of these bylaws at any meeting of the Board. A vote of the majority of the members present at such meeting shall be necessary for initial approval of the amendment or revision. Following an affirmative vote on the amendment or revision, it shall be tabled for at least seven days. If, upon the second consideration, the proposed amendment receives an affirmative vote of a majority of the Board of Directors present and voting, it shall be declared adopted and, unless otherwise provided for in the amendment or the bylaws, shall have immediate force and effect.
C. All actions taken by the Board of Directors in accordance with the former bylaws as amended are hereby specifically ratified and adopted by the enactment of these amendments to the bylaws.
D. These amendments shall replace and take precedence over the former bylaws of the corporation.
E. The Board of Directors shall take no action that compromises the sovereignty, operational independence or financial autonomy of the corporation or the editorial independence of any medium under its auspices. However, the Board of Directors shall be cognizant of its integral association with Southern Methodist University and of the common interests of both the corporation and the university community that it serves.
A. The editor and/or manager of each student medium shall be selected by the Board of Directors on the basis of demonstrated competence and commitment to the highest standards of professionalism and the demonstrated capability to discharge the duties and responsibilities of the position as assigned by the Board of Directors.
Each editor or manager appointed shall be enrolled full-time in a University undergraduate or graduate degree-granting program or have minimum hours to graduate. An undergraduate student must have current and cumulative GPA's of 2.5 or better, and a graduate student GPA's of 3.0 or better. If necessary and appropriate, the Board may waive the GPA requirement by an affirmative vote of two-third's of members present and voting.
B. The Board of Directors may reserve the right to review and/or disapprove any staff appointment made by an editor or manager of a medium.
C. Editors and managers normally shall serve for the length of term for which the appointment is made.
D. Editors and managers shall be responsible for determining the news, editorial and programming content of individual media.
A. The Corporation shall indemnify any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that the person is or was a Director or officer of the Corporation, against all reasonable expenses, including attorneys' fees, actually and necessarily incurred by the person in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, and including the cost of court approved settlements, to the fullest extent and in the manner set forth in and permitted by the Texas Non-Profit Corporation, the Texas Charitable Immunity and Liability Act and any other applicable law, as from time to time is in effect; provided that the Corporation determines that said Director or officer (a) was acting in an official capacity as director or officer of the Corporation, (b) was acting in good faith, (c) reasonably believe that the action or conduct was in the best interests of the Corporation, (d) had no reasonable cause to believe that the action or conduct was unlawful and (e) notified the Board of any pending litigation without delay. Said determination shall be made in accordance with applicable non-profit law. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions.
B. The Board shall have the power to purchase and maintain insurance.
On dissolution, liquidation or winding up of the corporation (whether voluntary or involuntary), the net assets shall be distributed as determined by the corporation, but only to one or more religious, charitable or educational organizations exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code.
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