BYLAWS OF
STUDENT TELEVISION NETWORK, INC.

Article I: The Corporation

Section 1: Name

The name of the nonprofit corporation is STUDENT TELEVISION NETWORK, INC., hereby referred to as “the corporation” or “STN”.

Section 2: Purpose

The purpose of the corporation is to maintain and operate as a charitable and educational organization to support, to promote, and to recognize excellence in scholastic broadcasting, in creative video (film) making, and in interactive mediums in a global world.

The corporation also has such powers as are now or may hereafter be granted by the Delaware's General Corporation Law and by STN’s State of Delaware Certificate of Incorporation.

Section 3: Offices

The corporation shall have and continually maintain in this state a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Delaware.

Section 4: Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Trustees and committees having any of the authority of the Board of Trustees.

Section 5: Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of July and end on the last day of June in each year.

Section 6: Corporate Seal

The Board of Trustees may provide a corporate seal; however, the use of said seal shall be entirely discretionary, and shall not be required for the issuance of any documents unless specifically required by the laws of the State of Delaware.

Section 7: Members

The board currently in place will serve as the members of the corporation.

Article II: The Board of Trustees (the Board)

Section 1: General Powers and Purposes of the Board

The Board of Trustees primary duty is to provide general oversight of the affairs of the corporation by:

Confirming there is progress towards a clear purpose
Confirming the organization has capable leaders in place
Confirming there is an effective system of leadership in place
Ensuring that a qualified and capable Chief Executive Officer (CEO) is in place
Selecting and removing members and officers of the Board of Trustees to ensure that all members of the board meet their legal duties of care, loyalty, and obedience
Intervening to stop any activity which it finds grossly negligent or ineffective, or illegal, and not otherwise being addressed
Other activities that are deemed by the Board of Trustees as both necessary and in the best interest of the corporation

Section 2: Number and Tenure

Given IRS requirements for maintaining 501(c)3 status, the Board of Trustees shall consist of no less than three (3) elected members. Also, considering that a board that is so large that it becomes cumbersome to meet in its entirety or assemble a quorum, the Board of Trustees shall consist of no more than 25 elected members.
At a minimum the members of the Board of Trustees shall consist of 33% educators of broadcast journalism and film.
The entire board shall be the number of Trustees elected to the board at any given time.
Potential members for the board may be nominated by anyone and elected by the board at any meeting or by unanimous written consent.
All newly elected board members shall serve for a term of three (3) years starting on July 1 following their election or as otherwise decided by the Board at the time of their election. Board members who are elected before their term starts shall be considered Trustees as determined by a vote by the Board for their start date as Trustees.
Trustees may be re-elected following each three (3) year term not to exceed two (2) successive three (3) year terms. Former trustees may request re-nomination to the board following a period of at least 1 year off the board.
The Chief Executive Officer (CEO) of the organization shall be a voting, non-elected member of the Board of Trustees, whose term shall be renewed each year until terminated by action of the Board or by resignation.
All members of the Board of Trustees shall sign a Conflict of Interest Disclosure Statement upon election to Board and annually thereafter.

Section 3: Resignation

Any Trustee may resign from office at any time. Such resignation shall be made in writing to either the Board Chair or Chief Executive Officer (CEO), and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Board Chair or the Chief Executive Officer (CEO). The acceptance of a resignation by the Board of Trustees shall not be necessary to make it effective.

Section 4: Removal

Any member of the Board may be removed at any regular or special meeting of the Board by an affirmative vote of two-thirds of the voting members of the Board of Trustees whenever, in their judgment, the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The member being removed shall be notified of the meeting at which the removal action will be taken, and the specific charges against them, at least five (5) days prior to the meeting.

Section 5: Vacancies

The Board of Trustees may fill any vacancy occurring in the Board of Trustees at any regular or special meeting.

Section 6: Compensation

Trustees of the Corporation, excluding the Chief Executive Officer, may receive an honorarium for their services. This honorarium is for the purpose of enhancing trustees’ ability to perform their duties and as such should reflect the time and expertise involved with performing such duties. Before paying such an honorarium the Chief Executive Officer or a qualified independent party will establish policies and procedures detailing how and when the honorarium will be calculated and paid, and indicate how compensating the board of directors will benefit the organization. The honorarium will comply with all applicable Federal and State laws.

Article III: Meetings and Actions of the Board

Section 1: Place of Meetings

The place of any meeting of the Board of Trustees may be either within or without the State of Delaware. Members of the Board of Trustees or any committee designated by the Board of Trustees, including the executive committee, may participate in a meeting of the Board or such committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 2. Annual and Regular Meetings

The annual meeting of the Board of Trustees shall be held in June of each year at a time and place fixed by the Board. Regular meetings of the Board shall be held at least two (2) times a year. The dates of regular board meetings will be agreed upon at the annual meeting of the Board of Trustees.

Any board member, the Chief Executive Officer (CEO), or any employee of the Corporation may submit agenda items to the Executive Committee for consideration for the annual meeting or any regular meeting. Items should be submitted in writing to any member of the Executive Committee in order to receive consideration. Any agenda items submitted less than 14 days prior to the next regular board meeting will be considered for approval at the discretion of the Executive Committee. All submitted agenda items will only be added to the official agenda if approved by the Executive Committee.

Notice of the time and place of the annual meeting and each regular meeting of the Board, shall be mailed or emailed to each Trustee, addressed to them at a mailing or e-mail address provided to them by the Corporation or any e-mail address they may have designated in a written request filed with the Secretary, at least fourteen (14) days before the day on which the meeting is to be held. A written agenda for such meetings stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be emailed to each Trustee at least five (5) days before the day on which the meeting is to be held.

Notice of a meeting need not be given to any Trustee who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to them. No notice need be given of any adjourned meeting.

The Board of Trustees honors the valuable input of community members and staff representatives and welcomes their attendance with prior approval from the Board of Trustees or the Executive Committee to attend any regular Board meeting.

Section 3: Special Meetings

Special meetings of the Board of Trustees may be called by the Chief Executive Officer (CEO), the Board Chair, or any three (3) voting members of the Board, unless there are only 3 elected members of the Board, in which case any two (2) members may call a meeting. The person or persons calling such a meeting may fix the agenda and any place as the place for holding any special meeting of the Board called by them.

Notice of special meetings shall be given in writing at least five (5) days in advance and shall include the proposed agenda and time and place as shall be fixed by the person or persons calling the meeting.

Regular quorum voting rules apply to special meetings.

Notice of a special meeting need not be given to any Trustee who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to them. No notice need be given of any adjourned meeting.

Section 4: Quorum

Unless a greater proportion is required by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. The presence of the Chief Executive Officer (CEO) is strongly encouraged at any meeting where important affairs of the corporation are being discussed. Except as otherwise provided by the statute or by these bylaws, the vote of a majority of the Trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. If at any meeting of the Board, there shall be less than a quorum present; the Trustees present may adjourn the meeting until a quorum is obtained.

Section 5: When There Exists a Conflict of Interest

Where a Trustee or key person has a conflict of interest, as defined by the corporation’s Conflict of Interest Policy, in an issue coming before the board, that individual must disclose the circumstances giving rise to the conflict. Such persons are encouraged to recuse themselves whenever they have a conflict of interest and the Board has an obligation to make a record of the existence of the conflict and how it was addressed, both with respect to that individual and with respect to the transaction.

No Trustee who directly or indirectly is involved in a potential conflict of interest shall be counted in determining the existence of a quorum at any meeting of the Board where the potential conflict is considered, nor shall the trustee improperly influence the deliberations or vote on any action of the Board regarding that potential conflict.

Section 6: Manner of Action

The act of a majority of the voting members of the Board present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided by law or by these bylaws. Trustees who are present at a meeting but not present at the time of a vote due to a conflict of interest or related party transaction shall be determined to be present at the time of the vote for purposes of this paragraph.

Section 7: Presumption of Assent

A Trustee of the corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail or email to the secretary of the corporation within 24 hours of the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such action.

Section 8: Action by the Board without a Meeting

Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if the entire board or the Committee act on the given resolution in writing and all are in unanimous support of the contemplated action. The resolution and the written consents thereto by the members of the Board or Committee shall be filed with the minutes of the proceedings of the Board or Committee.

Section 9: Other Meetings

Any meeting or assembly consisting of some or all of the members of the Board of Trustees, which was not organized in the manner stipulated in these bylaws for Annual, Regular, or Special Meetings of the Board of Trustees shall be considered an informal meeting and no vote or action may be taken at such meeting.

Article IV: Officers of the Board

Section 1: Officers

The officers of the corporation shall be at a minimum a Chief Executive Officer (CEO) and a Secretary. Additionally the Board may elect a Chair of the Board of Trustees, a Treasurer, and any such number of assistant treasurers, assistant secretaries, and other officers, such as Past Chair or Vice Chair, as may be elected or appointed by the Board of Trustees. Any two or more offices may be held by the same person, except the office of Chair and Secretary. No employee of the corporation shall serve as Chair of the board or hold any other title with similar responsibilities, unless the board approves such employee serving as Chair of the board by a two-thirds vote of the entire board and contemporaneously documents in writing the basis for the board approval; provided, however, that no such employee shall be considered an independent director for the purposes of certain voting requirements as indicated by law.

Section 2: Election and Term of Office

The officers of the corporation shall be elected annually by the Board of Trustees at the annual meeting of the Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Trustees. Each officer shall hold office until their successor shall have been duly elected and shall have qualified.

Section 3: Removal

Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board at any meeting of the Board of Trustees, according to the provisions of Article III of these bylaws, whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4: Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 5: Duties of the Chair of the Board, Past Chair, and Vice Chair

The Chair of the Board, if elected, shall provide leadership to the Board, act as a liaison between the Board and the Chief Executive Officer (CEO), and perform such other powers and duties as indicated in these bylaws or as may be from time to time prescribed by the Board. The Vice Chair and any other officers that are charged with supporting the Chair, shall understand the responsibilities of the board Chair and be able to perform these duties in the chair’s absence.

Specific responsibilities of the Chair include:

Presiding over meetings of the Board and Executive Committee, however the Chair may delegate this responsibility at any such meeting
Ensuring that meeting agendas are followed
During meetings, engaging each board member in deliberation and controlling dominating or out-of-line behavior
Assigning chairs for the Committees of the Board and holding such committees accountable for their duties
Ensuring ongoing recruitment, development, and contributions of Board members
Periodically consulting with board members on their roles and helping them assess their performance
Partnering with the Chief Executive Officer (CEO) to help ensure effective communication between the Board and the CEO.
Serving as an ambassador of the organization and advocating its mission to internal and external stakeholders

Section 6: Duties of the Chief Executive Officer (CEO)

The Chief Executive Officer (CEO) shall be hired by the Board of Trustees to serve as the Chief Executive Officer (CEO) of the corporation and shall in general supervise and control all of the strategic, operational, and programmatic affairs of the corporation.

Specific responsibilities of the Chief Executive Officer (CEO) include:

Ensure management and oversight of the organization’s programs and services and the impact on clients
Building relationships and fostering a healthy community through internal and external communications with all community members
Ensure oversight of volunteers and Committees of the Corporation
Ensure recruitment, retention, supervision, dismissal, and development of all employees
Ensure curriculum/program design and instruction are aligned with the mission of the organization
Ensure proper stewardship of the organizations resources including the campus, finances, and digital infrastructure
Ensure that the organization has diversified and beneficial revenue streams, including addition of new programs, and oversight of the organization’s fundraising activities
Ensure the organization is continually developing according to a strategic vision and plan
Ensure that the organization is in compliance with all regulations

Section 7: Treasurer

The Treasurer, if elected, is the Board’s direct liaison to the organization’s financial operations and fiduciary management functions for the purpose of ensuring fiscal oversight. The Treasurer, jointly with the Board Chair, works in partnership with the Chief Executive Officer (CEO), and any employees or contractors the Chief Executive Officer (CEO) designates, to confirm the short and long-term fiscal health and welfare of the organization.

Specific responsibilities of the Treasurer include:

Work with the Chief Executive Officer (CEO), and any employees or contractors the Chief Executive Officer (CEO) designates, to confirm that the financial plans support the overall strategy, funds and cash flow are adequate, assumptions are reasonable and financial procedures and controls are properly established and being executed.
Work with the Chief Executive Officer (CEO) and the Finance Committee to confirm the financial viability of the organization and report expectations, policies, concerns and compliance issues to the Board of Trustees.
Serve on the Board's Finance Committee
Review accounting statements monthly to confirm that proper procedures are maintained and recorded.
Be familiar with and able to share information as requested by the board about

financial projections such as budgets, including inputs and assumptions;
the financial state of the organization, both short term (fund balances, accounts payable/receivable, expected revenues and expenses) and long term (multi-year or future expenses, including capital expenses)

Confirm the organization is meeting filing deadlines, which may include filings in the organization’s state of incorporation, other states in which it does business or solicits funding, as well as Federal filings, including with the IRS.

Section 8: Secretary

The Secretary provides administrative and clerical support to the Board, through the timely and accurate collection and sharing of information directly related to its activities. The Secretary ensures that the Board is well informed and that its activities are well documented for the use of Board members, the committees, and relevant government bodies.

Specific responsibilities of the Secretary include:

Giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes
Recording minutes of meetings. Minutes are an important organizational document and provide a memorialized chronology of key information such as board actions, elections of officers or trustees, and certain reports from committees and staff. Meeting minutes can have vital legal significance in an IRS examination and as evidence in courts if, for example, someone challenges the validity of certain actions or positions. The secretary should be well-equipped to record accurate minutes and be aware and sensitive to any special or confidential information discussed at a meeting.
Maintain records of the board and ensure effective management of organization's records
Be knowledgeable of the organization’s records and related materials
Be sufficiently familiar with legal documents (articles, bylaws, IRS letters, etc.) to note applicability during meetings
Stay informed about changes in the Delaware's General Corporation Law

Section 9: Assistant Officers and Other Officers

Any other assistants or officers, in general, shall perform such duties as shall be assigned to them by the Treasurer, Secretary or by the Chair of the Board of Trustees.

Article V: Committees of the Board

Section 1: Committees of the Board

The general purpose of the Committees of the Board shall be to support the Board in its role to provide oversight for the affairs of the corporation. As such, the Committees of the Board shall consist of the Executive Committee, Leadership Committee, Finance Committee, and Impact Committee. However if at any such time the board prefers to conduct the work of the Committees of the Board as a whole Board, they may do so by means of a vote to conduct the work of any or all committees during the Annual, Regular, or Special meetings of the Board.

Section 2: Terms of Office of Committee Members

Each Committee of the Board shall have a minimum of three (3) members and all committee members must be members of the Board of Trustees. Any member of the Board of Trustees may join a committee by volunteering to do so at any time. A committee member may resign at any time, provided that following their resignation, the committee still consists of at least three (3) members.

Section 3: Committee Chairs

Except as otherwise provided herein, one member of each committee shall be appointed by the Chair of the Board, or in the event there is no Chair, by the Secretary of the Board, as Chair of such committee.

Section 4: Minutes

The Committee Chair is accountable for minutes or may appoint any member of the committee to assist. These minutes need to be sent to the Secretary of the Board upon completion. The Secretary will keep in an organized file system that can be accessed by board members for reference.

Section 5: Quorum

Unless otherwise provided herein or in the resolution of the Board of Trustees designating a Committee, a majority of the voting members of the whole committee or a minimum of three members, whichever is greater, shall constitute a quorum and the act of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6: Rules

Committee meetings may be called by the Committee Chair, Chair of the Board, the Chief Executive Officer (CEO), or any two (2) members of the committee.

Notice of committee meetings shall be given in writing at least 7 days in advance and shall include the proposed agenda and time and place as shall be fixed by the person or persons calling the meeting. Regular quorum voting rules apply to special meetings.

In addition, each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Trustees, including creating any number of sub-committees in order to facilitate the work or the committee, provided that no sub-committee may consist of fewer than three (3) members.

Section 7: Executive Committee

The general purpose of the Executive Committee shall be to support the Chair in ensuring that all matters of the board are attended to in a timely manner and to provide temporary leadership in the event of a crisis requiring the leadership of the board and where the Board cannot act quickly enough as prescribed by these bylaws.

The Executive Committee shall be composed of the Officers of the Board of Trustees and the Chairs of the three standing Committees of the Board. The adoption of any resolution or the taking of any other actions shall require the affirmative vote of a majority of all the voting members of the Executive Committee as from time to time constituted.

The Executive Committee shall keep minutes of its proceedings, and it shall report all action taken by it to the Board at the meeting thereof held next after the taking of such action or as otherwise indicated by these bylaws. All action taken by the Executive Committee shall be subject to revision or alteration by the Board at the meeting of the Board at which any such action has been reported to the Board; provided, however that such revision or alteration shall not affect any action taken by any officer or employee of the corporation, or by a third party, or any rights of third parties that have vested, in reliance upon any action or direction of the Executive committee.

Specific actions that may be taken by the Executive Committee include:

Approving the agenda for the annual and regular board meetings
In the event of a time-sensitive crisis, where the Chief Executive Officer (CEO) is unable to provide appropriate leadership and the Board cannot take action in a timely-manner, the Executive Committee may take action on behalf of the Board of Trustees. Minutes of such action must be submitted to the Board of Trustees in writing within 24 hours of such an action and are subject to revision as stated in these bylaws.
The Executive Committee shall not have the authority to act on behalf of the Board of Trustees for the purpose of: 1) amending these bylaws, 2) making decisions covering the selection or retention of the Chief Executive Officer (CEO).

Other duties of the Executive Committee, which may require Board approval to fully carry out, include:

Supporting the Chair and Chief Executive Officer (CEO) with any issues that arise between meetings
Taking action as they may, from time to time, be authorized to do so by the Board
Organizing Board activities such as retreats or involvement in the organization’s events

Section 8: Impact Committee

The purpose of the Impact Committee is to confirm the organization is making progress towards a clear purpose.

Specific actions that may be taken by the Impact Committee include:

Confirming the organization has a clearly defined purpose, including a unique and specific mission
Confirming the organization has well defined goals and tactics
Confirming the staff has a clear process for addressing issues and making decisions

Section 9: Finance Committee

The purpose of the Finance Committee is to ensure fiscal oversight of the corporation, confirming that financial records are complete and accurate, that appropriate financial controls and policies are in place, and that the corporation has both short and long term plans for meeting its mission with ample financial resources.

Specific actions that may be taken by the Finance Committee include:

Confirming the corporation has appropriate reserve funds, lines of credit, or investments secured
Confirming that staff salaries are sufficient to attract and retain the required talent
Overseeing the annual audit in coordination with the Chief Executive Officer (CEO) and any employees or contractors the Chief Executive Officer (CEO) designates.

The periodic review of financial reports, confirming that they are accurate
Confirming the organization has both short and long term plans in place for meeting its mission with ample financial resources
Confirming the organization's fiscal policies meet the requirements of any legal or accrediting authorities.
Confirming the Conflict of Interest policy is updated as needed

Section 10: Leadership Committee

The purpose of the Leadership Committee is to confirm that the organization has effective and mission-aligned oversight and leadership in place.

Specific actions that may be taken by the Leadership Committee include:

Confirming the organization has capable and effective leaders in place
Confirming that the leadership on staff has sufficient supports and resources to do fulfill their roles and responsibilities
Confirming there is an effective system of leadership in place
Ensuring that the Chief Executive Officer (CEO) and Board of Trustees maintain an effective working relationship
Leading the evaluation of the Chief Executive Officer (CEO)
Planning for Chief Executive Officer (CEO) succession
Confirming the corporation has effective leadership systems and policies in place

Establishing priorities for board composition
Designing and implementing evaluation of the board of trustees
Planning for Trustee recruitment and orientation
Planning for Trustee succession, especially of the Chair
Planning ongoing board education
Review governance concerns brought by the larger community and determine if they should be brought to the attention of the full board or, if not, respond to such concerns in accordance with the Corporation’s Whistleblower Policy, or any other related policies

Confirming the Corporation’s Whistleblower and Nondiscrimination policies are updated as needed

Article VI: Committees of the Corporation

Committees of the Corporation may be formed from time for the benefit of the operations of the corporation. Any such committee will fall under the purview of the Chief Executive Officer (CEO). Committees of the Corporation may be formed or dissolved at any time by the Chief Executive Officer (CEO) and may include or be chaired by any community member appointed by the Chief Executive Officer (CEO). While members of the Board of Trustees are likely candidates to sit on such committees they may do so as representatives of the board or as volunteers, but in either case will have no authority of the Board.

Article VII: Policies and Procedures

Section 1: Policies and Procedures

The Board of Trustees shall adopt additional policies and procedures as needed to ensure meaningful and consistent oversight of the corporation. Such policies shall include, but are not limited to a Conflict of Interest Policy, a Non-discrimination Policy, and a Whistleblower Policy.

The Chief Executive Officer (CEO) will ensure that meaningful and consistent policies are implemented for the operations of the corporation. When operational policies may have a significant impact on the corporation overall, the Board may also, from time to time, adopt such policies for the corporation.

Section 2: Conflict of Interest Policy

Conflicts of interest for board members are almost inevitable in not-for-profit corporations, and the existence of conflicts of interest should not disqualify board service. In fact, board members with significant community and business relationships are valuable because of the contacts and expertise they bring to the board, and more likely to have conflicts arising from those relations. The Board of Trustees shall ensure that a conflict of interest policy and corresponding procedures are adopted that allow the corporation to benefit from engaged and sophisticated board members, and to manage conflict of interest issues in ways that provide reassurance that the mission of the corporation remains paramount.

At a minimum the conflict of interest policy shall require that the Chief Executive Officer (CEO) recuses self from voting on hire of independent auditors (financial, legal, program) and recuses self from voting on personal compensation package.

Section 3: Non-Discrimination Policy

The corporation is committed to providing an inclusive and welcoming environment. At a minimum the corporation’s non-discrimination policy shall be that it does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. Additional policies and procedures shall be adopted as needed, either by the Board or Chief Executive Officer (CEO), to ensure an inclusive and welcoming environment.

Section 4: Whistleblower Policy

At a minimum the Whistleblower policy shall be that it is contrary to the values of the corporation for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, or suspected violation of any regulation or policy governing the operations of the corporation.

Article VIII: Contracts. Checks, Deposits and Funds

Section 1: Contracts

The Board of Trustees may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2: Consultants and Advisors

The Board of Trustees may from time to time appoint such consultants and advisors as it shall deem necessary, each of whom shall serve at the discretion of the Board of Trustees, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as a majority of the Board of Trustees may from time to time determine.

Section 3: Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of any such determination by the Board of Trustees, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the Chief Executive Officer (CEO).

Section 4: Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Trustees may select. In the absence of any such determination by the Board of Trustees, such deposits shall be made by the Chief Executive Officer (CEO).

Section 5: Gifts

In general, any contribution, gift, bequest, or device for the general purposes or for any specific purpose of the corporation, “gifts” should be accepted by the Chief Executive Officer (CEO) or any such person delegated by the CEO to accept such gifts, however the Board of Trustees may, also accept such gifts if not accepting such gift would significantly damage the financial standing of the corporation.

Article IX: Indemnification of Trustees, Officers and Employees, and Waiver of Notice

Section 1: General

The corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a Trustee or officer of the corporation, or that such person is or was serving at the request of the corporation as a trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea to no lo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe his or her conduct was unlawful.

Section 2: Actions By or In the Right of the Corporation

The corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws as may from time to time be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in favor of the corporation by reason of the fact that such person is or was a Trustee or officer of the corporation, or that such person is or was serving at the request of the corporation as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue or matters as to which such person shall be made in respect of any claim, issue or matters as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3: Authorization of Indemnification

Any indemnification under Section 1, Section 2 or Section 5 of this Article (unless ordered by a court) shall be made by the corporation only as authorization in the specific case, upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1,2, or 5 of this Article. Such determination shall be made by (1) the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.

Section 4: Contract with the Corporation

The provisions of this Article VII shall be deemed to be a contract between the corporation and each Trustee or officer who serves in any capacity at any time while this Article VII is in effect, and any repeal or modification of this Article VII shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore brought or threatened based in whole or in part upon any such state of facts.

Section 5: Indemnification of Employees and Agents

Persons who are not covered by the foregoing provisions of this Article VII and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Trustees, subject to the same standard of conduct set forth in Sections 1 and 2 of this Article; provided, however, that to the extent that such employee or agent has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which he or she was made a party by reason of the fact that he or she is or was an employee or agent acting in the above described capacity, or in the defense of any claim, issue or matter therein, the corporation shall indemnify such employee or agent against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

Section 6: Payment of Expenses in Advance

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that such Trustee, officer, employee, or agent is entitled to be indemnified by the corporation as authorized by this Article VII.

Section 7: Insurance Against Liability

The corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a Trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these bylaws.

Section 8: Other Rights of Indemnification

The indemnification provided or permitted by this Article VII shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a Trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 9: Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the The New York Nonprofit Revitalization Act or under the provisions of the articles of incorporation of the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XI: Bylaws

Section 1: Effective Date

These bylaws shall become effective immediately upon their adoption.

Section 2: Amendments to Bylaws

These bylaws may be altered, amended or repealed and bylaws may be adopted by the affirmative vote of two-thirds of the entire Board at any meeting of the Board of Trustees, provided that at least seven (7) days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting. Any amendment to the bylaws will be voted only after examination of any possible conflicts with the Articles of Incorporation.

Amendments to these Bylaws shall become effective immediately upon the adoption of the amendment, unless the Board of Directors in adopting the amendment provides that it is to become effective at a later date.

Adopted November 5, 2023

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BYLAWS OF STUDENT TELEVISION NETWORK, INC.