Membership

Eligibility, Benefits and Details

Membership eligibility and benefits are outlined in the Bylaws of Access Humboldt. You can find the complete and comprehensive version of the Access Humboldt Bylaws here.

Membership in Access Humboldt is open to:

(1) any person who is a resident of Humboldt County; 

(2) any non-profit organization, business, or institution with an office located in Humboldt County or serving or having as members Humboldt County residents; 

(3) any person who is an employee or member of such non-profit organization or institution; and 

(4) any person who is employed by a business located in Humboldt County. 

Such persons, organizations, or institutions that are in substantial agreement with the objectives of the organization as set forth in the Articles of Incorporation shall be eligible for membership upon completion of a membership application and upon compliance with conditions as may be prescribed by the Board of Directors. Parental permission is required for youths 16 years of age or under. Membership is available to all those eligible without discrimination.

There are two classes of voting members in Access Humboldt:

(a) Individual members shall be those persons who meet the requirements delineated above. 

(b) Organizational members shall be non-profit organizations, businesses, or institutions which meet those membership requirements delineated above and:

(1) whose principal address is in Humboldt County; or 

(2) have Humboldt County residents as members; or 

(3) serve residents of Humboldt County.

Voting Rights

Individual members and organizational members shall have the right to vote on the election of Directors, on amendments to the Bylaws of Access Humboldt and on any election to dissolve Access Humboldt. Each organizational member shall designate one person to vote on behalf of that organizational member. In addition, members shall have all rights afforded members under California non-profit corporation law. No proxy voting is permitted.

Dues and Terms of Membership

The Board may establish annual dues for individual and organizational members and specify requirements of membership, if any. See membership application for details.

Transfer of Membership

No membership or right arising from membership shall be transferable.

Place of Meeting

Meetings of the members shall be held at any place within Humboldt County designated by the Board. In the absence of any such designation, meetings shall be held at the principal office of Access Humboldt located on the campus of Eureka High School, 1915 J Street, Eureka, California.

Annual Meeting of Members

Access Humboldt shall hold an Annual Meeting during the month of October of each year, at a time and place to be determined by resolution of the Board. Notice of the Annual Meeting shall be given at least thirty (30) days prior to the meeting and be announced on at least the public/community access channel, and published in a newspaper of general circulation.

Special Meetings

a) A special meeting of the members may be called at any time by the Chairperson of the Board, the Board of Directors, or by a written request submitted to the Secretary of Access Humboldt by five percent (5%) or more of the members of Access Humboldt. 

Said request should specify the nature of the business to be transacted at the special meeting. 

b) Special meetings shall be held at least thirty (30) days and no more than ninety (90) days after being called.

Notice Requirement for Members' Meetings

Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each member entitled to vote at the meeting. That notice shall specify the place, date, and hour of the meeting and: 

a) For a Special Meeting, the general nature of the business to be transacted (no other business may be transacted); 

b) For the Annual Meeting, those matters that the Board, at the time notice is given, intend to present for action by the members.

Manner of Giving Notice

a) Notice of any meeting of members shall be in writing and shall be given at least ten (10), but not more than ninety (90), days before the meeting date. The notice shall be given either personally or by first-class mail, e-mail, or by other means of written communications, the charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of Access Humboldt or at the address given to Access Humboldt by the member for purposes of notice. If no address appears in the books of Access Humboldt and no address has been so given, notice shall be deemed to have been given if notice is published at least once in a newspaper of general circulation in the County. 

b) An affidavit of the mailing of any notice of any members' meeting, or of the giving of such notice by other means, shall be executed by the Secretary or any transfer agent of Access Humboldt and shall be filed and maintained in the minutes book of Access Humboldt. Waiver of Notice or Consent by Attendance   A member’s attendance at a meeting shall constitute a waiver of notice of the meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not legally called or convened. However, attendance at the meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

Quorum

A quorum for the transaction of business at any meeting of the membership, or any action by written ballot, shall consist of ten percent (10%) of the membership of Access Humboldt. However, if any special or annual meeting is actually attended by less than one-third (1/3) of the voting power, the only matters that may be voted on are those of which notice of their general nature was given in advance.

Loss of Quorum  

The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment even if enough members have withdrawn to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of the members required to constitute a quorum and was included in the notice of the meeting.

Adjournment and Notice of Adjourned Meetings

Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a members' meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date of the notice of the meeting, is entitled to vote at each meeting. At the adjourned meeting, Access Humboldt may transact any business that might have been transacted at the original meeting.

Eligibility to Vote

Subject to the provisions of California nonprofit corporation law, members entitled to vote at any meeting of members shall be individual members and organizational members in good standing as of the record date.

Voting

Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Voting may be by voice or ballot, except votes for Directors may only be cast by mailed ballot.

Approval by Majority Vote

If a quorum is present, the affirmative vote of a majority of the members represented at the meeting entitled to vote and voting on any matter shall be the act of the members unless the vote of a greater number is required by the Articles of Incorporation or these Bylaws.

Record Date for Notice, Voting, Written Ballots and Other Actions

(a) For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, or entitled to exercise any rights with respect to any lawful action, the Board may in advance fix a record date. The record date so fixed shall not be more than sixty (60) or less than ten (10) days before the date of the meeting. 

(b) For voting by written ballot, the record date shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited. 

(c) For purposes of Sections (a) and (b) above a person holding a membership at the close of business on the record date shall be a member of record. 

(d) If not otherwise fixed by the Board, the record date for determining members entitled     (1) to receive notice of a meeting of members shall be the business day preceding the day on which notice is given, or if notice is waived, the business day preceding the day on which the meeting is held, and (2) to vote at a meeting of members shall be the day on which the meeting is held.   (e) If not otherwise fixed by the Board, the record date for determining those entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

Action by Written Ballot without a Meeting

(a) Any action that may be taken at any meeting of members may also be taken without a meeting by complying with Sections (1) and (2) below.

(1) Solicitation of Written Ballots. 

Access Humboldt shall distribute one written ballot to each member entitled to vote on the matter. All solicitation of votes by written ballot shall: 

(a) indicate the number of responses needed to meet the quorum requirements, 

(b) with respect to ballots other than for election of Directors, state the percentage of approval necessary to pass the measure or measures, and 

(c) specify the time by which the ballots must be received in order to be counted. Each ballot so distributed shall: 

(a) set forth the proposed action, 

(b) provide the members with an opportunity to specify approval or disapproval of each proposal, and 

(c) provide a reasonable time within which to return the ballot to Access Humboldt. 

In any election of Directors, a written ballot that the member marks "withhold" or otherwise marks in a manner indicated that authority to vote is withheld shall not be voted either for or against the election of a Director.    

(2) Number of Votes and Approvals Required. 

Approval by written ballot shall be valid only when the number of votes cast by ballot, including those ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld, within the time specified equals or exceed the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast is the same as the number of votes cast by written ballot without a meeting.

(b) Written ballots may not be revoked. 

(c) All written ballots shall be filed with the Secretary of Access Humboldt and maintained in the corporate records for at least three (3) years.

Proxy

There shall be no voting or other action by proxy, except that any organizational member may, by notice filed with the Secretary, designate a person to exercise a vote of the organization.

Nomination of Board Members

The Board Development Committee shall propose a candidate for each opening for an elected member on the Board. The proposed slate of candidates shall be communicated to the membership no less than twenty (20) days prior to the record date of the Annual Meeting.

Nomination by Petition

Any individual member in good standing may be nominated by the membership using the following procedure:

(a) The Board shall send notice to all members of Access Humboldt notifying them of the procedures, time frame, and deadline for filing a petition for nomination to the Board of Directors. Such notice shall indicate the numbers of Directors to be elected in each year. 

(b) Any petition for nomination must be signed no more than four (4) months preceding the record date for the Annual Meeting and must be submitted to the Secretary by the date designated by the Board as the deadline for receiving nomination petitions. 

(c) Irrespective of the number of members of Access Humboldt, petitions for nomination must contain a total of at least ten (10) signatures of individual members or representatives of organizational members. Only one signature per organizational member is permitted.

Election by Mailed Ballot

(a) Election of all of the elected Directors shall be accomplished by mailed ballot which shall be mailed to all classes of members of Access Humboldt and returned by them. 

(b) Each member shall, in writing, cast votes for not more than the number of positions that are available. Each vote shall be for a different person. 

(c) Violation of any provision of this Section shall invalidate the member's entire ballot. 

(d) In the event that two (2) or more persons each receive the same number of votes, the Chairperson shall determine, by lot, which person(s) shall be seated as a Board member.

Qualifications of Elected and Appointed Officers

All elected, designated and appointed officers of Access Humboldt shall be individual members of Access Humboldt in good standing.

Notice of Certain Agenda Items  

Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states such actions are to be considered: 

a) Removing a Director without cause. 

b) Filling vacancies on the Board. 

c) Amending the Articles of Incorporation. 

d) Electing to wind-up and dissolve Access Humboldt.

Exemption of Property

The private property of the members and Board of Directors of Access Humboldt shall not be liable for corporate debts to any extent whatsoever. This section of the Bylaws shall not be amended except by the unanimous vote of the members and the Board of Directors.

Standing Committees

The Board shall appoint three standing committees: an Executive Committee, a Finance Committee, and a Board Development Committee. Each Standing Committee shall consist of at least three (3) Board members and shall be appointed from among the members of the Board

Duties of the Executive Committee

The Executive Committee shall have the power to act as the Board of Directors in between Board meetings. Regardless of Board resolution, the Executive Committee shall not: 

a) Take any final action on any matter that also requires approval of the members or approval of a majority of all members; 

b) Fill vacancies on the Board or on any committee that has the authority of the Board; 

c) Amend or repeal Bylaws or adopt new Bylaws; 

d) Create any other committee of the Board or appoint the members of committees of the Board;

Other Committees

The Board may establish other committees from time to time and these committees shall have such duties as may be conferred on them by the Board. Appointees must be members in good standing of Access Humboldt. Minutes and actions of all such Committees shall be submitted to the Board.

Membership Rights Limitation

Subject to the right of the members described below, the Bylaws of Access Humboldt may be adopted, amended, or repealed only by two-thirds (2/3) vote of the Board of Directors.

Members Approval Required

Once members have been admitted to Access Humboldt, the Board may not, without the approval of the members, specify or change any Bylaw provision that would:    

a) Fix or change the authorized number of Directors. 

b) Fix or change the minimum or maximum number of Directors. 

c) Change from a fixed number to a variable number of Directors, or vice versa. 

d) Increase or extend the terms of Directors. 

e) Increase the quorum for members meeting. 

f) Repeal, restrict, create, expand, or otherwise change proxy rights. 

g) Wind-up and dissolve Access Humboldt.

Amendments by Members

New Bylaws may be adopted or the Bylaws may be amended or repealed by approval of a majority of all members provided, however, any amendment that would affect the rights of a membership class as to voting or transfer in a manner different than the action affects another class must be approved by the majority of members of that adversely affected class. No amendment may extend the term of Director beyond that for which the new Director was elected.

Proof of residency

Those applying for membership may be required to submit proof of local residency (e.g. a copy of utility bill or driver’s license), current contact information, and a local address and phone number or e-mail address.

Member use of the facilities and services of Access Humboldt

Membership, whether individual or organizational, allows the member to submit programs for air, whether they are produced at an AH, with AH equipment, or anywhere else. Nonmembers who are residents of the AH service area may also submit programs for air. Membership is required in AH in order to utilize video production services. Members can use the following services when available:    

• Production classes

• Access to production equipment

• Cablecast of programming produced locally or outside of the North Coast area

Complete creative control of program content, and production rights

All production equipment users must be a member and have become certified by AH staff in specific equipment in order to use it, either in the facility or in the field.

Members may be given priority registration and discounted fees to participate in AH’s training and workshops.