10/19/04 BYLAWS OF COMMUNITY TELEVISION OF SANTA CRUZ COUNTY, INC.

A California Nonprofit Public Benefit Corporation

ARTICLE I NAME

Section 1.01--Name The name of this Corporation is Community Television of Santa Cruz County, Inc. (CTSCC).

ARTICLE II OFFICES OF THE CORPORATION

Section 2.01--Principal Office The principal office for the transaction of the activities and affairs of the Corporation (principal office) is located at 816 Pacific Avenue, Santa Cruz, CA 95060, in Santa Cruz County, California. The Board of Directors (Board) may change the principal office from one location to another within the County of Santa Cruz. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 2.02--Other Offices The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.

ARTICLE III SPECIFIC PURPOSE

Section 3.01--Specific Purposes CTSCC is organized for the following purposes: (1) Make available communication, production, and distribution facilities for primary use by residents and community organizations of Santa Cruz County for public, educational, and governmental purposes; (2) Organize, manage, promote, and facilitate the use of the aforesaid facilities for communication by cable or any other communications methods; (3) May produce, develop, and obtain programming from diverse sources for distribution; (4) Enter into agreements with the Cities of Santa Cruz, Capitola, and Watsonville and the County of Santa Cruz for the management and use of cable television facilities provided by franchises or other agreements between the Cities of Santa Cruz, Capitola, or Watsonville or the County and providers of television services; and (5) Exercise all powers allowable as a California nonprofit corporation.

ARTICLE IV MEMBERS

Section 4.01--Initial Members The Initial Members of CTSCC shall be limited to the Board of Directors. No later than December 31, 1994, the membership shall be expanded and function as described in the following sub-Sections of this Article.

Section 4.02--Members Any person who is a resident of the County of Santa Cruz and who is in substan-tial 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 18 years of age or under. Membership is available to all without discrimination.

Section 4.03--Classes of Members CTSCC shall have one class of voting members -- individual members. For pur-poses of this Article, organizations shall be considered individuals. This class of members may include multiple categories of membership and shall in-clude a basic membership.

Section 4.04--Voting Rights Members shall have the right to vote as set forth in these Bylaws, on the election of Elected Directors, on the disposition of all or substantially all of CTSCC's assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.

Section 4.05--Dues and Terms of Membership Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments, if any, in amounts to be fixed from time to time by the Board. The dues, fees, and assessments, if any, shall be equal for all members and shall be non-refundable. Those members who have paid the required dues, fees, and assessments, if any, in accordance with these Bylaws and who are not suspended shall be members in good standing.

Section 4.06--Resignation or Termination or Expiration A membership shall terminate on occurrence of any of the following events: (a) Resignation of the member, on reasonable notice to CTSCC; (b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) Failure of the member to pay dues, fees, or assessments as set by the Board within 60 days after they become due and payable; (d) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or (e) Expulsion of the member based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determi-nation, that the member has failed in a material and serious degree to observe the rules of conduct of CTSCC, or has engaged in conduct materially and seri-ously prejudicial to the purposes and interests of CTSCC. A member may be suspended based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe CTSCC's rules of conduct, or has engaged in conduct materially and seriously prejudi-cial to the purposes and interests of CTSCC. A person whose membership is suspended shall not be a member during the period of suspension.

ARTICLE V MEETINGS OF MEMBERS

Section 5.01--Place of Meeting Meetings of the members shall be held at any place within Santa Cruz County designated by the Board or by the written consent of all members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, members' meetings shall be held at CTSCC's principal office.

Section 5.02--Conduct of Meetings Except where inconsistent with these Bylaws or the Articles of Incorporation, meetings shall be conducted in conformity with Robert's Rules of Order.

Section 5.03--Annual Meeting of Members An Annual Meeting of members shall be held on the third Thursday of November of each year, beginning in 2003, at 5:30 o'clock p.m., unless the Board fixes another date or time and so notifies members as provided in Section 5.05 of these Bylaws. If the scheduled date falls on a legal holiday observed by CTSCC and/or any federal, state, or local governmental entity, the meeting shall be held the next full business day.

Section 5.04--Special Meetings (a) A Special Meeting of the members for any lawful purpose may be called at any time by the Board of Directors or the Chairperson of the Board, if any, or by written request submitted to the Secretary of the Corporation of 5 percent or more of the members. Said request shall specify the nature of business to be transacted at the Special Meeting. (b) Special Meetings shall be held at least 35 days, but not more than 90 days, after receipt of the request. (c) No business, other than business of the general nature which was set forth in the notice of the meeting, may be transacted at a Special Meeting.

Section 5.05--Notice Requirements 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, in accordance with Sections 5.06 and 5.07 of these Bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and: (1) For a Special Meeting, the general nature of the business to be transacted, and no other business may be transacted, or; (2) For the Annual Meeting, those matters that the Board, at the time notice is given, intends to present for action by the members; but except as provided in Section 5.06 of these Bylaws, any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when notice is given.

Section 5.06--Notice of Certain Agenda Items Approval by the members of any of the following proposals, other than by unani-mous approval by those entitled to vote, is valid only if the notice or written waiver of notice states that such actions are to be considered: (a) Removing a Director without cause; (b) Filling vacancies on the Board; (c) Amending the Articles of Incorporation; or, (d) Electing to wind up and dissolve the Corporation.

Section 5.07--Manner of Giving Notice Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of CTSCC or at the address given by the member to CTSCC for purposes of notice. If no address appears on CTSCC's books 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 in which the principal office is located.

Section 5.08--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.

Section 5.09--Presiding Officers The Chairperson of the Board of Directors shall preside at all Regular or Special Meetings of the members, and in that person's absence the Vice Chair-person shall serve in this capacity. The Secretary of the Board shall keep or cause to be kept minutes of all meetings.

ARTICLE VI VOTING OF MEMBERS

Section 6.01--Quorum After the membership is expanded, ten percent (10%) of the membership consti-tutes a quorum for the transaction of business at any meeting of members or any action by written ballot. Provided, if any Special or Annual Meeting is actu-ally attended in person by less than one third of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under Section 5.05 of these Bylaws.

Section 6.02--Loss of Quorum Subject to Section 6.01 of these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjourn-ment, even if enough members have withdrawn to leave less than a quorum, provided that: (1) any action taken other than adjournment is approved by at least a majority of the members required to constitute a quorum and (2) was included in the notice of the meeting.

Section 6.03--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 45 days. When a members' meeting is adjourned to another time or 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 meet-ing shall be given to each member who, on the Record Date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, CTSCC may transact any business that might have been transacted at the original meeting.

Section 6.04--Eligibility to Vote Subject to the provisions of the California Nonprofit Public Benefit Corpora-tion Law, members entitled to vote at any meeting of members shall be members in good standing.

Section 6.05--Voting Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of members. Voting may be by voice ballot, except votes for Directors may only be cast by written ballot.

Section 6.06--Approval by Majority Vote If a quorum is present, the affirmative vote of a majority of the voting power represented at the meetings, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Public Benefit Corporation Law or by the Articles of Incorporation.

Section 6.07--Action by Written Ballot Without a Meeting (a) Any action, including election of Elected Directors, that may be taken at any meeting of members may be taken without a meeting by complying with sub-Sections (1) and (2) below. (1) Solicitation of Written Ballots. CTSCC shall distribute one (1) written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Sec-tion 5.07 of these Bylaws. 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 Elected 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 disap-proval of each proposal, and (c) provide a reasonable time within which to return the ballot to CTSCC. (2) Number of Votes and Approvals Required. Approval by written ballot shall be valid only when the number of votes cast by ballot, includ-ing 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 CTSCC and main-tained in the corporate records for at least three (3) years.

Section 6.08--Record Date for Notice, Voting, Written Ballots and Other Actions (a) For purposes of determining the members entitled to notice of any specific meeting, entitled to vote at any specific meeting, or entitled to exercise any rights with respect to any specific lawful action, the Board may in advance fix a Record Date. The Record Date so fixed shall not be more than seventy-five (75) or less than ten (10) days before the date of such meeting or such lawful action. (b) For voting by any specific written ballot, the Board may in advance fix a Record Date, which Record Date shall not be more than seventy-five (75) or less than thirty (30) days before the day set as the deadline for receipt of written ballots. (c) For purposes of this Section 6.08, 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 to receive notice of any specific meeting, to vote at any specific meeting, or to exercise any rights with respect to any specific lawful action shall be sixty-six (66) days before the date of such meeting or such lawful action. (e) If not otherwise fixed by the Board, the Record Date for determining those entitled to vote by any specific written ballot shall be fifty-nine (59) days before the day set as the deadline for receipt of written ballots.

Section 6.09--Proxy There shall be no voting or other action by proxy.

ARTICLE VII BOARD OF DIRECTORS

Section 7.01--General Powers of Board Directors (a) Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, CTSCC's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. (b) Adopt and use a corporate seal; prescribe the forms of membership certifi-cates; and alter the forms of the seal and certificates. (c) Borrow money and incur indebtedness on behalf of CTSCC and cause to be executed and delivered for CTSCC's purposes, in the Corporate Name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 7.02--Qualifications (a) All members of the Board must be individual members in good standing of CTSCC. (b) The Board of Directors shall not include as voting members any elected official of the Cities of Santa Cruz, Capitola, or Watsonville or the County of Santa Cruz.

Section 7.03--Composition of the Initial Board (a) The Initial Board shall consist of persons who as closely as possible represent the racial, ethnic, geographic, and socioeconomic diversity of the County of Santa Cruz. The Board shall also represent the broad base of commu-nity interests as reflected in the variety of nonprofit organizations and institutions serving the County of Santa Cruz and shall represent access pro-ducers and persons with knowledge and expertise that will benefit CTSCC. (b) The Initial Board of Directors shall consist of eleven (11) voting mem-bers. (c) The Initial Board voting members shall be seven (7) incorporators of CTSCC who shall appoint the remaining four (4) Directors. The seven (7) incorpora-tors shall be appointed by: (1) City/County Cable Commission to represent independent producers. (2) Human Care Alliance to represent nonprofit organizations. (3) Cultural Council to represent arts, heritage, and culture. (4) Cable TV Educational Consortium shall make two (2) appointments, one (1) representing K-12 education and one (1) representing post-secon-dary education. (5) City of Santa Cruz. (6) County of Santa Cruz.

Section 7.04--Composition of Ongoing Board (a) The Board of Directors shall consist of eleven (11) Directors. (b) Four (4) members of the Board shall be elected by the membership, and the remaining seven (7) shall be appointed as follows: the Board shall appoint three (3) Directors and the Cities of Santa Cruz, Capitola, and Watsonville and the County of Santa Cruz shall each ap-point one (1) Director. The Board-appointed Directors shall be selected so that one (1) Director will work in and represent the interests of the educa-tional community from K-12, one (1) Director will work in and represent the interests of the College/University educational community, and one (1) Director will be appointed at large. (c) Board appointments shall be made by the Board at least one (1) month but not more than four (4) months prior to each Annual Meeting of members. The new or re-appointed Directors shall take their seats upon the Board at the Annual Meeting of members following their appointment.

Section 7.05--Terms of Board Members (a) Elected Directors shall serve four (4)-year terms, provided that an Elected Director shall serve no more than two (2) consecutive full four (4)-year terms. A term less than three (3) years shall not be considered a full term. (b) Terms of Elected Directors shall be staggered in such a way that two (2) Directors shall be elected from the membership every other year beginning in 2002. (c) Directors appointed by the Board shall serve two (2)-year terms, provided that no such Director shall serve more than four (4) consecutive full two (2)-year terms. A term less than one (1) year shall not be considered a full term. Current terms of appointed Directors which expire in 2001 shall be extended to November 2002. (d) Directors appointed by the Cities of Santa Cruz, Capitola, or Watsonville and by the County of Santa Cruz shall serve four (4)-year terms. (e) A term of each Director shall end on the date of the Annual Meeting near-est the end of his or her term, but not before a successor is duly elected, or appointed, and qualified.

Section 7.06--Events Causing Vacancies A vacancy or vacancies on the Board shall exist on the occurrence of the fol-lowing: (a) the death or resignation of any Director; (b) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of Court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law; (c) the vote of the members or, if CTSCC has fewer than 50 members, the vote of a majority of all members, to remove any Director; (d) the increase of the authorized number of Directors; or (e) the failure of the members, at any meeting of members at which any Direc-tor or Directors are to be elected, to elect the number of Directors required to be elected at such meeting.

Section 7.07--Resignation (a) Any Director may resign by giving written notice to the Chairperson of the Board or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resigna-tion becomes effective. Except on notice to the Attorney General of California, no Director may resign if CTSCC would be left without a duly elected Director or Directors. (b) A violation by any Director of any of the terms set forth in the document entitled "Expectations of Board Members" -- which is incorporated by reference into these Bylaws -- shall be deemed a voluntary resignation from office, effective as of the next regular Board meeting. Exceptions may be granted by motion of the Board. Section

7.08--Filling Vacancies Except for vacancies in appointments of the Cities of Santa Cruz, Capitola, and Watsonville and the County of Santa Cruz and vacancies created by the removal of a Director by the members, vacancies on the Board may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. If such a vacancy is not filled by the Board within six (6) months of the vacancy occurring, the members may fill any vacancy or vacancies not filled by the Directors. The Director(s) so appointed shall serve the remaining term of the vacant seat. No reduction of the authorized number of Directors shall have the effect of removing any Direc-tor before that Director's term of office expires.

Section 7.09--Regular Meetings Meetings of the Board shall be held at least quarterly at any place within Santa Cruz County that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of CTSCC. Any change in the time or place of Regular Meetings shall be noticed at least seven (7) days in advance to persons who have submitted a written request for notice of meeting.

Section 7.10--Organizational Meeting Immediately after each Annual Meeting of members, the Board shall hold an organizational meeting for purposes of organization, election of officers, and transaction of other business. This meeting shall be noticed and conducted as a Regular Meeting.

Section 7.11--Special Meetings (a) Special Meetings of the Board for any purpose may be called at any time by the Chairperson of the Board or the Secretary or any two Directors of the Board. (b) At least 24 hours prior to each Special Meeting, an agenda for the Special Meeting shall be mailed or delivered to each Board Member, mailed to or depos-ited in press boxes for each representative of the news media, and mailed to persons who have submitted a written request for notice of meeting; and shall be posted at least twenty-four (24) hours prior to the Special Meeting at a location that is freely accessible to members of the public. No business other than that listed on the agenda shall be considered at a Special Meeting.

Section 7.12--Quorum A majority of the seated number of Directors (that is, positions filled on the Board) shall constitute a quorum for the transaction of business, except to adjourn. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 7.13--Majority Vote Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relat-ing to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) approval of certain trans-actions between corporations having common Directorships, (c) creation of and appointments to Committees of the Board, and (d) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, provided any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 7.14--Waiver of Notice Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waiv-ers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

Section 7.15--Notice of Adjourned Meeting The Board of Directors may adjourn a Regular, an Adjourned Regular or a Special Meeting to another time and place as specified in a Notice of Adjournment. Less than a quorum of Directors may adjourn the meeting. If all members of the Board of Directors are absent, the Clerk may adjourn the meeting. Within twenty-four (24) hours after such adjournment, a copy of the Notice of Adjourn-ment must be posted on or near the door of the room where the meeting took place.

ARTICLE VIII THE ELECTION OF ELECTED DIRECTORS

Section 8.01--Nomination of Board Members A Nominating Committee created by the Board of Directors shall propose a candi-date for each opening on the Board created by resignation or removal from office. The Nominating Committee is encouraged to ensure that nominees for the Board represent as closely as possible the racial, ethnic, geographic, and socioeconomic diversity of the County of Santa Cruz. Candidates for openings on the Board created by the expiration of terms of elected Directors shall be proposed by the membership, pursuant to the petition process set forth in Section 8.02 below. However, in the event the membership does not nominate the requisite number of candidates for openings for elected seats in a given year, the Nominating Committee shall propose a candidate or candidates for such seat or seats. The proposed candidates shall be communicated to the membership, in a manner determined by the Board, no less than thirty (30) days prior to the date of any meeting at which an election of Elected Directors is to be concluded.

Section 8.02--Nomination by Petition Any member in good standing may be nominated by the membership using the fol-lowing procedure: (a) The Board shall include notice to all new members, and to all members of CTSCC in any annual mailing, notifying them of the procedures and time frame 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 date of any meeting at which an election of Elected Directors is to be concluded, 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 CTSCC, petitions for nomination must contain a total of at least ten (10) signatures of individual members.

Section 8.03--Inspectors of Election No later than thirty (30) days prior to the close of nominations, the Board may appoint Inspectors of Election to monitor the election proceedings. The number of Inspectors shall be either one or three. The Inspectors of Election shall determine the memberships outstanding and voting power of each; receive votes, ballots, or consents; establish the existence of a quorum; determine when the ballots shall be received; hear and determine all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes or consents; determine the result and do such acts as may be proper to conduct the election or votes with fairness to all members. The Inspectors of Election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical. If there are three In-spectors of Election, the decision, act or certificate of a majority is effec-tive in all aspects as the decision, act or certificate of all.

Section 8.04--Election by Mailed Ballot (a) Subject to Section 8.03 of these Bylaws, election of all of the Elected Directors shall be accomplished by written ballot which shall be made available to all members of CTSCC and returned by them in accordance with Section 6.07 of these Bylaws. No Director may be elected at a public meeting except as out-lined in Section 7.03 of these Bylaws for appointment of the Initial Board. (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) 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.

Section 8.05--Certification of Election At the Annual Meeting of CTSCC required as per Section 5.03 of these Bylaws, or any other meeting following an election of Elected Directors, the results of the election of Elected Directors shall be announced and certified and the new Directors shall take their seats upon the Board.

ARTICLE IX OFFICERS OF THE BOARD

Section 9.01--Designation and Qualifications of Officers The officers of CTSCC shall all be members of the Board of Directors and shall be a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer who shall be Chief Financial Officer.

Section 9.02--Election of Officers The officers of CTSCC shall be chosen annually by the Board and shall serve at the pleasure of the Board.

Section 9.03--Resignation of Officers Any officer may resign at any time by giving written notice to CTSCC. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of CTSCC under any contract to which the officer is a party.

Section 9.04--Removal of Officers Any officer may be removed by ordinary resolution of the Directors when, in their judgment, the best interests of CTSCC shall be served thereby. Removal of an officer shall be without any prejudice to any contractual rights which he or she may have with respect to CTSCC.

Section 9.05--Vacancies A vacancy in any office shall be filled in the manner prescribed in these Bylaws for the unexpired term by ordinary resolution of the Board.

Section 9.06--Terms of Office The terms of office for the officers of CTSCC shall commence with the organiza-tional meeting of the Board following the Annual Meeting of the members and shall conclude at the organizational meeting of the Board following the next Annual Meeting.

Section 9.07--Chairperson of the Board The Chairperson of the Board shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time.

Section 9.08--Vice Chairperson If the Chairperson is absent or disabled, the Vice Chairperson shall perform all duties of the Chairperson. When so acting, the Vice Chairperson shall have all powers of and be subject to all restrictions on the Chairperson. The Vice Chairperson shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

Section 9.09--Secretary (a) The Secretary shall keep or cause to be kept, at CTSCC's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of Committees of the Board, and of member meetings. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was Annual, organizational or Spe-cial; and, if Special, how authorized, the notice given, the names of those present at Board and Committee meetings, and the number of members present or represented at members' meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorpo-ration and Bylaws, as amended to date. (b) The Secretary shall keep or cause to be kept, at CTSCC's principal office or at a place determined by resolution of the Board, a record of CTSCC's mem-bers, showing each member's name, address, and class of membership. (c) The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board and of Committees of the Board required by these Bylaws to be given. The Secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

Section 9.10--Treasurer (a) The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of CTSCC's properties and transactions. The Treasurer shall send or cause to be given to the members and Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times. (b) The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of CTSCC's funds as the Board may order, shall render to the Executive Director or Chairperson of the Board, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of CTSCC, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. (c) If required by the Board, the Treasurer shall give CTSCC a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to CTSCC of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.

ARTICLE X COMMITTEES OF THE BOARD

Section 10.01--Standing Committees The Board shall establish Standing Committees, including an Executive Committee, a Finance Committee, a Nominating Committee, and a Personnel Committee. All seated members of the Board are members of the Executive Committee. Executive Committee meetings shall be adjourned whenever the number of members present equals or exceeds the number required for a quorum of the Board. Three (3) members of the Executive Committee shall constitute a quorum. The Nominating, Finance, and Personnel Committees shall consist of at least three (3) Board members and shall be appointed from among the members of the Board. No Board member shall serve on more than two (2) Standing Committees except the Chairperson of the Board, who shall be a member of all Standing Committees.

Section 10.02--Duties of Executive Committee The Executive Committee shall have the power to act as the Board of Directors in between Board meetings except that the Executive Committee notwithstanding any Board resolution shall not: (a) Take any final action on any matter that under California nonprofit corpo-ration law, 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) Amend or repeal any resolution of the Board that by its express terms is not amendable or repealable; (e) Create any other Committee of the Board or appoint the members of Commit-tees of the Board; (f) Expend corporate funds to support a nominee for Director; or (g) Approve any contract or transaction to which CTSCC is a party and in which one or more of its Directors has a material financial interest.

Section 10.03--Duties of Finance Committee The Finance Committee shall review the Annual Financial Statement, approve annual audit reports, and recommend to the Board the selection of and fees to be paid to an independent Certified Public Accountant for CTSCC. It shall be the responsibility of the Finance Committee to report to the Board of Directors whether the CTSCC is meeting its projected budget, on the scope and adequacy of the annual audits and related fees, to continually monitor and report to the Board of Directors on the effectiveness and adequacy of CTSCC's internal ac-counting controls, and include in that report its findings as to whether or not any errors, omissions, criticisms, or recommendations contained in the manage-ment letter of the independent Certified Public Accountant, if one accompanies the annual audits, have been properly dealt with. The Finance Committee shall have such other duties as may be delegated to it by the Board from time to time.

Section 10.04--Duties of the Nominating Committee The Nominating Committee shall carry out its duties in accordance with the procedures specified in Sections 8.01 and 8.02 of these Bylaws, and shall carry out such other duties as may be required by the Board from time to time.

Section 10.05--Duties of the Personnel Committee The duties of the Personnel Committee are: (1) to consider and make recommenda-tions to the Board of Directors regarding additions, revisions, and amendments to the CTSCC Personnel Manual; (2) to consider and make recommendations to the Board of Directors on the adoption of position specifications, salaries, and wages, including annual cost of living adjustments––and the Personnel Committee shall review all salaries and wages annually, making a recommendation for adjustment to the Board of Directors no later than May of each year, in conjunction with preparation of the next fiscal year budget; (3) to hear grievances and appeals by CTSCC employees as described in the Personnel Manual; (4) to review and make recommendations to the Board of Directors regarding employee promotions or reclassification requests.

Section 10.06--Minutes of Standing Committees The minutes or a report of each Standing Committee shall be submitted to the Board no later than the Board's next Regular Meeting.

Section 10.07--Other Committees The Board has established a Bylaw Committee, a Rules Committee and an Appeals Board and 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 CTSCC. Minutes or a report of all such committees shall be submitted to the Board.

ARTICLE XI CONFLICT OF INTEREST AND DISCLOSURE

Section 11.01--Conflict of Interest A director, committee member, or managing employee has a conflict of interest with respect to any matter with which the director, committee member, or managing employee, or a parent or child of the director, committee member, or managing employee, has any substantial financial, ownership, employment, fiduciary, contractual, creditor, or consultative relationship.

Section 11.02--Permitted Production Activities The following activities by directors, committee members, and managing employees are permitted, but all such activities are declared to create a potential conflict of interest and shall be conducted in accordance with the provisions of this Article XI governing conflicts of interest. Issues concerning CTSCC rules as regards (a) a managing employee shall be referred to the Chairperson or Vice Chairperson of the Board and (b) a director or a committee member shall be referred to the Executive Committee or the Board. Directors, committee members, and managing employees may produce or participate in production using CTSCC facilities, and may cablecast on CTSCC-administered channels, on the same basis and subject to the same rules as other CTSCC members. Directors, committee members, and managing employees may submit proposals, have proposals approved, and participate in grant-funded or non-commercial contract production projects for which CTSCC acts as the grantee, fiduciary, or grant manager on the same basis as other members. Directors, committee members, and managing employees may act as volunteers, may loan facilities or equipment, or may provide facilities or equipment on a cost-reimbursement basis to CTSCC, on the same basis as other members, provided that any financial provisions or transactions regarding any such loans or sales shall be approved by the Treasurer or Chairperson. If the financial value of any such loans or sales exceeds $500 in total, such shall be approved by the Board. Sales, rentals, or other financial transactions of a commercial nature, by or involving a director, committee member, or managing employee, on any basis except reimburse- ment at or below cost or fair market value, whichever is less, are prohibited. Activities that are part of a grant-funded or non-commercial contract production managed by CTSCC in accordance with an approved proposal are excluded from this prohibition.

Section 11.03--Disclosure of Conflict of Interest Prior to any activity that is or may become a conflict of interest, and prior to any discussion of any matter at a Board or committee meeting with respect to which a director, committee member, or managing employee has a conflict of interest, any director, committee member, or managing employee who has or expects to have a conflict of interest shall disclose the nature of the conflict or potential conflict and the relationship or other factors that resulted in the conflict of interest.

Section 11.04--Abstention from Deliberation and Voting A director, committee member, or managing employee shall abstain from deliberation of or voting on any matter in which he or she has a conflict of interest.

Section 11.05--Announcing Possible Conflict and Resolution of Conflict Issue If any director, committee member, or managing employee concludes that, while in his or her opinion he or she is not involved in a conflict of interest with respect to a matter, some person might believe (if he or she knew all of the facts) that there was a conflict of interest, the director, committee member, or managing employee shall advise the Board or committee, as regards any matter before the Board or committee, or the officer or body designated in Section 11.02 as regards matters not before the Board or a committee, of the facts which might lead a person to believe that a conflict of interest exists. If in such, as regards a matter before the Board or a committee, any director or committee member concludes that a conflict of interest does in fact exist as regards a matter before the Board or committee, he or she may call for a vote and the question of whether an actual conflict of interest exists shall be decided by a majority vote of the directors or committee members present, excluding the director or committee member who announced his or her possible conflict of interest and excluding any other directors or committee members who have already been disqualified from voting on the issue because of their own conflicts of interest. If, as the result of such a vote, it is determined that a conflict of interest exists, the director or committee member shall abstain from deliberation and voting as required by Section 11.04 of these Bylaws. In the case of matters not before the Board or a committee, the officer or body designated by Section 11.02 of this Bylaws shall decide whether an actual or potential conflict of interest exists and the provisions of this Article XI apply to the matter. Such decision may be appealed to the Board.

Section 11.06--Other Persons Any person may raise the question of conflict of interest or possible conflict of interest as regards a matter before the Board or a committee with respect to any director, committee member, or managing employee at any meeting where the Board, committee member, or managing employee is present. Any person may raise the question of conflict of interest or possible conflict of interest as regards other activities by bringing it to the attention of the officer or body designated in Section 11.02 of these Bylaws. The question so raised shall be decided in the same manner as if the director, committee member, or managing employee himself or herself had announced the possibility of a conflict of interest.

Section 11.07--Quorum The presence at a Board or committee meeting of a director or committee member who has a conflict of interest with respect to a matter before the Board or committee meeting may be counted for purposes of determining a quorum and for all business other than the matter for which there is a conflict. Such director or committee member shall be considered to have withdrawn during deliberation and action of any matter for which there is a conflict.

ARTICLE XII INDEMNIFICATION

Section 12.01--Indemnification of Officers Any member of the Board of Directors and any officer of CTSCC, as a condition of accepting said office, shall be indemnified by CTSCC against expenses actu-ally and necessarily incurred by him or her, any judgments or financial penal-ties and payment and/or reimbursement of any insurance deductibles and/or co-payments, in connection with the defense of any action, suit, or proceedings in which he or she is made a party by reason of being, or having been, a member of the Board of Directors or an officer of CTSCC, except for: breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a trans-action from which the person derives an improper personal benefit. Such indem-nification shall be subject to the obligation of the Member to give timely notice to CTSCC and allow CTSCC the option of providing any defense on behalf of the Member. Such right of indemnification is not to be deemed exclusive of any right to which he or she may be entitled under the laws of the State of California, these Bylaws, agreements, vote of members, or otherwise.

Section 12.02--Exemption of Property The private property of the members and Board of Directors of CTSCC shall not be liable for corporate debts to any extent whatsoever. This Section 11.02 of these Bylaws shall not be amended except by the unanimous vote of the members and the Board of Directors.

Section 12.03--Insurance CTSCC shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any offi-cer, Director, employee, or agent in such capacity or arising out of the offi-cer's, Director's, employee's, or agent's status as such. ARTICLE XIII RECORDS AND REPORTS Section 13.01--Required Records CTSCC shall keep: (a) Adequate and correct books and records of account; (b) Written minutes of the proceedings of its members, Board, and Committees of the Board; and (c) A record of each member's name, address, and class of membership. Section 13.02--Right to Inspect Records (a) Subject to Division 2, Part 2, Chapter 13, Article 3 (commencing at Sec-tion 6330) of the California Corporations Code and unless CTSCC provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member: (1) Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand on CTSCC, which demand must state the purpose for which the inspec-tion rights are requested; or, (2) Obtain from the Secretary of CTSCC, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Elected Direc-tors as of the most recent Record Date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled. (b) CTSCC may, within ten business days after receiving a demand under this Section 13.02 of these Bylaws, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. If CTSCC reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section 13.02 of these Bylaws, it may deny the member access to the membership list. Any inspection and copying under this Section 13.02 of these Bylaws may be made in person or by the member's agent or attorney. The right of inspection in-cludes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of CTSCC. (c) CTSCC shall keep at its principal business office the original or a copy of the Articles of Incorporation amended to date, which shall be open to in-spection by the members at all reasonable times during office hours. (d) Every Director shall have the absolute right at any reasonable time to inspect CTSCC's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Director's agent or attorney. The right of inspection in-cludes the right to copy and make extracts of documents.

Section 13.03--Annual Report The fiscal year of CTSCC shall be July 1 to June 30. An Annual Report regard-ing CTSCC's fiscal and operational activities shall be prepared and distributed at least thirty (30) days prior to the Annual Meeting, as required by the California Corporation Code for Nonprofit Public Benefit Corporations. A copy of such report shall be on file at CTSCC's principal office and shall be avail-able for inspection by members of CTSCC.

Section 13.04--Audit CTSCC shall contract for an audit of its records with a Certified Public Ac-countant on an annual basis.

ARTICLE XIV MISCELLANEOUS

Section 14.01--Non-Discrimination CTSCC shall ensure that no individual is discriminated against with regard to membership, services, access to information or any activity of CTSCC because of race, national origin, gender, age, sexual orientation, religion, physical disabil-ity, political affiliation, or economic status; and shall promote access to the Cable Television System for those who historically have been denied media access. This Section 14.01 of these Bylaws does not guarantee a right in any person or organization to have any program distributed over the channels gov-erned by CTSCC.

Section 14.02--Meetings of CTSCC All meetings of CTSCC; the Board of Directors; and all committees established by the Board of Directors, except non-standing committees consisting solely of Directors numbering less than a quorum of the Board of Directors, shall comply with the notice and "open meeting" (Brown Act) provisions of the California Government Code Section 54950 et seq., so long as the Board of Directors is deemed to be a "legislative body" as defined in Section 54952 G.C. All meet-ings of CTSCC, the Board of Directors, and all committees shall be held follow-ing Robert's Rules of Order, providing that failure to observe Robert's Rules of Order shall not invalidate any action taken.

Section 14.03 - General Provisions Unless the context requires otherwise, the general provisions, rules of con-struction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

ARTICLE XV AMENDMENTS TO BY-LAWS

Section 15.01--Membership Rights Limitation Subject to the rights of members under Section 15.02 of these Bylaws and the limitations set forth below, the Board may adopt, amend, or repeal these Bylaws only by a simple majority vote of the Board of Directors' unless the action would materially and adversely affect the members' rights as to voting or transfer.

Section 15.02--Member Approval Required Once membership has been expanded, 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 of Directors to a variable number of Directors or vice versa; (d) Increase or extend the terms of Directors; (e) Allow any Elected Director to hold office by designation or selection rather than by election by the members; (f) Increase the quorum for members' meetings; (g) Repeal, restrict, create, expand, or otherwise change proxy rights; or, (i) Wind-up and dissolve CTSCC.

Section 15.03--Amendments by Members New Bylaws may be adopted, or these Bylaws may be amended or repealed, by approval of a majority of all the members, provided, however, that if CTSCC has more than one class of voting members, any amendment that would materially and adversely affect the rights of a class as to voting or transfer, in a manner different than the action affects another class, must be approved by the mem-bers of that adversely affected class. Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a Director beyond that for which the Director was elected. Any provision of these Bylaws provid-ing for the designation or selection, rather than election, of any Director or Directors may be adopted, amended, or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such Directors. ARTICLE XVI DISSOLUTION Section 16.01--Corporate Dissolution Upon the dissolution of CTSCC, the governing body shall, after paying or making provision for the payment of all of the liabilities of CTSCC, dispose of all of the assets of CTSCC exclusively for the purposes of CTSCC in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the governing Board shall determine.

Revised 10/19/04)