THE CABLE TV PIONEERS  

PREAMBLE

WHEREAS, in 1966 the National Community Television Association (now The National Cable Television Association) and TV & Communications Magazine jointly inaugurated an informal association called the CATV PIONEERS (known in more recent years as the CABLE TV PIONEERS) to recognize the contributions of, and honor by membership in the group and a suitably inscribed plaque or certificate, those persons who participated in the establishment of the cable television industry; and

WHEREAS, in order to avoid any implication of preferential relationships, the association of CATV/CABLE TV Pioneers withdrew from any sponsorships and functioned as an independent and informal, unincorporated non-profit association whose membership affairs have been managed by a volunteer ad hoc Executive Committee chaired by Benjamin J. Conroy, Jr. and consisting of a few members of the early Pioneers, which assumed responsibility to arrange an Annual Meeting in the nature of a social reunion at the time and place of the annual convention of the National Cable Television Association, to establish continuing membership eligibility criteria and to perform the administrative function of inducting new members at the annual meetings; and

WHEREAS, this arrangement has prevailed with the concordance of the membership; and

WHEREAS, as early as 1971, and from time to time thereafter, proposals have been advanced by various members to extend the Cable TV Pioneers’ activities to organized support of worthwhile industry-related projects such as a cable TV library, a museum of industry memorabilia, scholarship funds and the like; and

NOW, THEREFORE, upon adoption as herein provided, the following shall constitute the Articles of Organization and Bylaws of the organization of Cable Television Pioneers:

 

ARTICLES OF ORGANIZATION
AND BYLAWS OF THE CABLE TV PIONEERS

  

ARTICLES OF ORGANIZATION

ARTICLE I

The Organization

 

Section 1.  Purpose.  By adoption of these Articles of Organization, the Organization of Cable TV Pioneers seeks to preserve the spirit and continuity of the common business interests and other associations among cable television pioneers, and with others who become associated with, and contribute to, the development of cable television as the years pass and to provide a more formal, but flexible, organizational structure to facilitate Pioneer participation in, and support of, activities intended to further the growth and availability of cable television as a service to the public and such other activities as may be appropriate.

Section 2.  Name of Organization.  The name of the Organization shall be THE CABLE TV PIONEERS, hereinafter sometimes called the Pioneers.

Section 3.  Membership.  The membership of the Organization shall include all members in good standing on the rolls of the CATV Pioneers/Cable TV Pioneers, as kept by its Executive Director, admitted to membership between June 3, 1966 and June 13, 1999 and all members thereafter admitted as provided in the Bylaws, as from time to time amended.

 

ARTICLE II

Managing Board of Directors

 Section 1.  Managing Directors.  The business of the Organization of Cable TV Pioneers shall be conducted by a Managing Board of Directors (hereinafter sometimes called the Managing Board or Board) which shall be selected as provided in the Bylaws of the Organization.

Section 2.  Corporate Status.  The Organization shall be an unincorporated not-for-profit entity pursuant to Section 501(c) (6) of the United States Internal Revenue Code.

 

BYLAWS

 

ARTICLE I

Membership

Section 1.  Eligibility.  In addition to membership as provided in Article I, Section 3 of the Articles of Organization, any person of good standing who, at the time of making application for membership, has had twenty years of association with the cable television industry shall be eligible for election to membership in the Organization of Cable TV Pioneers subject to the requirements of Sections 3 and 4 of this Article.

Section 2.  Classes of Members.  There shall be the following classes of membership:  Active, Special, Memorial, and Inactive.

• A member who is not a Special, Memorial, or Inactive member shall be classed as an Active Member as long as that member’s membership dues remain current.

• The Managing Board, or its designated selection committee, may, by unanimous vote, grant Special membership to a person who has had an association with the cable television industry for less than the number of years specified in Section 1 hereof for eligibility for Active membership in cases where such Special membership would further the purposes of the Organization.  A Special member shall have all of the privileges of an Active member and shall be reclassified as an Active member at such time as the criteria for Active membership are met.

• The Managing Board, may reclassify an Active or Special member to Inactive status.

• The Managing Board, or its designated selection committee, may grant a deceased person Memorial Membership. The person shall have been eligible for Active or Special Membership at the time of death.

Section 3.  Nominations for Membership.  All nominations for membership in the Organization shall be submitted on an official nomination form prescribed by the Managing Board and shall be submitted to the Executive Director together with a statement of eligibility of the nominee for membership which shall include a concise resume of the nominee’s leadership activities in the cable television industry.  All nominations must be sponsored by at least two members of the Organization who shall vouch in a written endorsement that the nominee meets the eligibility requirements for membership and is of good character.  The Executive Director shall submit all membership nominations to the Managing Board, or its designated selection committee, for appropriate action.

Section 4.  Sponsor Restrictions.  Nominees may not be sponsored by an employee or official of the company by which they are employed; provided, however, that in the case of multiple system operators where several or many companies may be under common ownership and/or control, the Managing Board, or its designated selection committee, may waive this requirement in individual cases for good cause.  Sponsors must have been acquainted with their nominees for not less than five years.  No member of the Managing Board may be a sponsor.

Section 5.  Membership Criteria.  The Managing Board may, from time to time, establish and/or revise membership eligibility criteria, and rules and procedures pertaining to induction of new members, including, but not limited to, prescribing the number of new members to be inducted each year, such as will conduce to maintaining the character of the Organization as a select association of industry pioneers and leaders who have made significant contributions to the development of the cable television industry.

Section 6.  Induction.  Applicants approved for membership shall be inducted at the first Annual Meeting following approval.

 

ARTICLE II

Initiation Fees and Dues

Section 1.  Initiation Fee.  The Managing Board, in its sole discretion, may impose an initiation fee to be determined by the Board for new members of the Organization.

Section 2.  Membership Dues.  The Managing Board, in its sole discretion, may establish annual membership dues for Active and Special members, the amount to be determined by the Board.  Memorial members shall pay no dues.

Section 3.  Nonpayment of Dues.  The Executive Committee may, in its sole discretion, terminate or suspend the membership of any member of the Organization who has become delinquent in the payment of dues for a period of two or more years.  The Executive Committee may waive the payment of dues of any member based on good cause.

 

ARTICLE III

Meetings of the Managing Board

Section 1.  Annual Meeting.  A meeting of the Managing Board of the Organization shall be held annually on such date as may be fixed by the Executive Committee.

Section 2.  Special Meetings.  Special Meetings of the membership will not be called.

Section 3.  Notice of Meetings.  Written notice of each Annual Meeting shall be distributed by the Executive Director to each Board member at least thirty (30) days prior to the date for such meeting.

Section 4.  Quorum.  At any meeting of the Managing Board 50% of Board members plus 1 shall define a quorum.

Section 5.  Voting.  Each member of the Managing Board shall be entitled to one vote.

Section 6.  Rules of Order.  Except as otherwise provided herein, Robert’s Rules of Order shall govern the conduct of the meetings of the Organization.

Section 7. Other Meetings. Other Managing Board meetings may be scheduled by the Executive Director as needed.

 

ARTICLE IV

Managing Board of Directors

Section 1.  Number and Term.  The Managing Board shall consist of not more than fifteen and not less than seven persons who are Active or Special members of the Organization.  Directors shall hold office for three years with approximately one-third being elected at each annual meeting.

Section 2.  Purposely left blank.

Section 3.  Purposely left blank.

Section 4.  Purposely left blank.

Section 5.  Powers of the Managing Board.  Except as hereinafter provided, the Managing Board shall have full powers of management and control of the affairs of the Organization including the sole authority to pass on all nominations for membership.  The Board may, from time to time, designate such directors and/or members of the Organization as may be appropriate to represent the Organization in any activities in which it may participate.  The Board may incur no financial obligations in excess of funds on hand.

Section 6.  Delegation of Powers.  The Managing Board may at any time or from time to time delegate all or any part of it powers and duties to the Executive Committee.

 

ARTICLE V

Selection and Election of the Managing Board of Directors

Section 1.  Successors.  Upon expiration of the terms of directors as provided in Section 1 of Article IV and not inconsistent with any provisions of these Bylaws as amended from time to time, the Managing Board shall elect their successors by majority vote of the members of the Board; provided, however, that in the sole discretion of the Board no vacancy need be filled if not required to achieve the minimum complement of seven managing directors.  Directors in the exercise of their voting discretion should be guided by the objective of securing a broad and diverse representation of cable TV pioneers.

Section 2.  Elections.  Elections for open Managing Board seats shall occur at the Annual Meeting.

Section 3.  Volunteer Candidates.  Any member of the Organization in good standing desiring to serve on the Managing Board may notify the Executive Director of such interest, and the Executive Director shall notify the Executive Committee of the member’s interest. The Executive Committee, or a Board designated Nominating Committee, shall put forth a slate of nominees for open Managing Board seats at the Annual Meeting.

Section 4.  Votes Required.  That number of candidates equal to the number of vacancies to be filled at the election who receive the highest number of votes shall be declared elected.

Section 5.  Vacancies.  Any vacancy occurring in the Managing Board other than those occurring due to the expiration of a fixed term as provided herein, shall be filled until the next regular election of a director by majority vote of the remaining members of the Board; provided, however, that in the sole discretion of the Board no vacancy need be filled if not required to achieve the minimum complement of seven managing directors.

 

ARTICLE VI

Officers of the Managing Board of Directors

Section 1.  Officers.  The officers of the Managing Board shall be a Chairperson, a Vice Chairperson, a Secretary and a Treasurer.

Section 2.  Election of Officers.  Officers of the Managing Board shall be elected by the Board from its members for a term of one year at the Annual Meeting.  Officers are eligible for reelection without limitation.  Vacancies shall be filled by the Board promptly which may be accomplished at the Chairperson’s discretion.

Section 3.  Duties.  Duties of the officers shall be those usual to such offices and such others as may be assigned by the Managing Board.  Records of all Managing Board meetings shall be kept by the Executive Director.

Section 4.  Rules of Order.  Except as otherwise provided herein, Robert’s Rules of Order shall govern the conduct of meetings of the Managing Board and the Executive Committee.

 

ARTICLE VII

Executive Committee

Section 1.  Members.  The Executive Committee shall consist of the duly elected officers of the Managing Board plus any additional Managing Board directors selected by the Chairperson of the Board.

Section 2.  Officers.  The Officers of the Executive Committee shall be the elected officers of the Managing Board.

Section 3.  Powers and Duties.  The Executive Committee shall have the authority to conduct the affairs of the Managing Board between meetings of the Board and such business as may be delegated by the Board.

Section 4.  Meetings.  Meetings of the Executive Committee shall be at the call of the Chairperson or upon request of three members of the Committee.

Section 5.  Quorum.  A four-fifths majority of the Executive Committee shall constitute a quorum.

Section 6.  Polling the Managing Board.  The Executive Committee may obtain by mail ballot, telephone or otherwise a decision by the Managing Board on any matter before the Executive Committee which it believes warrants action by the full Board.

 

ARTICLE VIII

Other Committees, Agents, Assistants and Employees

Section 1.  Committees.  The Chairperson may, from time to time, appoint such committees and designate their chairpersons, members, and assistants as the Chair shall deem necessary or advisable, and fill any vacancies which occur in such committees.

Section 2.  Executive Director.  The Managing Board may appoint and employ an Executive Director to perform such functions and to be employed under such terms and conditions, including compensation, as shall be determined by the Executive Committee.

 

ARTICLE IX

Amendments

Section 1.  Amendments.  These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Managing Board by a three fourths vote of the Board.  In those instances where two-thirds of the number of directors on the Managing Board is not an even integer any fraction shall be deemed to require an additional vote.

 

ARTICLE X

General

Section 1.  Disputes or Questions.  Any dispute or question as to the interpretation of these Bylaws shall be resolved by the Board of Directors except that the Board may delegate such responsibility to a Bylaws, elections or other committee as it deems appropriate.

Section 2.  Severance.  If any provision of these Bylaws is invalid or unenforceable under present or future laws, then and in such event, such invalid or unenforceable provision shall be deemed to be severed, and the remainder of these Bylaws shall not be affected thereby.

Amended June 13, 1999

Amended October 30, 2014

Amended October 2, 2019

Amended February 15, 2024