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HomeMy WebLinkAboutBoard of Selectmen Agenda 12 15 2010 Packet_201402061619187489BARNSTABLE COUNTY RETIREMENT ASSOCIATIONPresentation toThe Town of Nantucket Board of Selectmen December 15, 2010 AGENDA RETIREMENT INFORMATION INVESTMENT ACTIVITY BRIEFING INVESTMENT PERFORMANCE ACTUARIAL STUDY FUNDING SCHEDULE ASSESSMENT IMPACT BACKGROUND RETIREMENT BOARD MEMBERS Mark Zielinski, Chairman Mary Pat Flynn, Commissioners’ Appointee Karen Walden, Advisory Board Member C. Randall Sherman, Elected Member Mark Foley, Elected Member Debra Cohen, Executive Director James Quirk, Esq., Board Counsel MEMBERS 4,786 Active Members* 2,422 Retirees/Beneficiaries 772 Inactive MembersOf Those Receiving a Benefit: 650 are between ages 70-79 445 are between ages 80-89 105 are 90 and older* Sheriff Actives Transferred to State MEMBERSBENEFIT LEVEL Average Annual Benefit - $18,986 67% of BCRA Retirees Receive Less Than $21,588 in Annual Benefits Group 1 Employees Retiring Today Have Funded Approximately 80% Of Their Total Lifetime Retirement Benefit INVESTMENT PERFORMANCE (As of 9/30/10)Quarter 1 YearPRIT FUND +8.81 +10.26($548.218M)AVT ($4.038M) +5.15 +11.93INTERCNTL IV +0.57 -11.33($1.813M)CASH ($0.545M) +0.00 +0.11TOTAL FUND +8.51 +9.97($555.115M) ACTUARIAL STUDY (AS OF 1/1/10) Extended the Funding Schedule From 2028 to 2038 (MRP, Ch 188 of Acts 2010) Reduce Required Rate of Return on Investments from 8.25% to 8.0% Phase in a Retiree COLA Base Increase from $12,000 to $15,000 over 3 Years Reduce Unit Assessment from 10% to 6% for Next Two Years (2012 & 2013) TOWN OF NANTUCKET 373 Active Members Payroll (for Retirement Purposes) of $23,524,044 (9/30/10) 10.3% of the BCRA Total Payroll ($228,339,916) 2012 Assessment = $4,457,394(Would have been $4,973,504) Smart electric Smart electric grid on Nantucketgrid on NantucketAn Interactive Qualifying ProjectAn Interactive Qualifying ProjectAndrew Andrew BeliveauBeliveau, Mary , Mary HeslerHesler, Stephen , Stephen JaskolkaJaskolka, , ColyerColyerSigetySigetyDecember 15, 2010December 15, 2010 Smart gridSmart gridOptimized Energy Networks Typical Daily loadTypical Daily load05,00010,00015,00020,00025,00030,0001 1325374961738597109121133145157HourRegional Load (MW)OilNat GasHydroRenewCoalNuclearLoadNew England load and resources on a typical summer week (8-14 June 2008).Supply must equal demand, so SCED determines dispatch order.Graphic provided by Doug Hurley, Synapse Energy Economics Inc. Nantucket electric Nantucket electric profileprofile Island PopulationIsland Population Electricity usage Electricity usage per capitaper capita Potential savingsPotential savings Renewable energyRenewable energy Delay third cableDelay third cable Recommendations Recommendations ••Approximately $750,000Approximately $750,000--$3,250,000 can be saved $3,250,000 can be saved each year throughout town with smart grideach year throughout town with smart grid••Combination of wind and solar matches Nantucket Combination of wind and solar matches Nantucket energy profileenergy profile••Combination of conservation and renewable energy Combination of conservation and renewable energy puts off 3rd cableputs off 3rd cable••Negotiate installation of smart meters or smart gridNegotiate installation of smart meters or smart grid••Negotiate a Time of Use Rate from National GridNegotiate a Time of Use Rate from National Grid AcknowledgementsAcknowledgements••Prof. Dominic GoldingProf. Dominic Golding••Whitey WillauerWhitey Willauer••Peter MorrisonPeter Morrison••Bob PatersonBob Paterson••Dave Dave FredricksFredricks••Anne KuszpaAnne Kuszpa••NRTANRTA••Harvey YoungHarvey Young••Libby GibsonLibby Gibson••Gregg TivnanGregg Tivnan••Debbie DilworthDebbie Dilworth••Michael PetersonMichael Peterson••Melissa PhilbrickMelissa Philbrick••Tim Tim MilsteadMilstead••John EdwardsJohn Edwards••Maria Mitchell AssociationMaria Mitchell Association December 15, 2010 Public Hearing to Consider Board of Health Applications: Board of Health Terms: See Sections 2, 3 and 4 of Chapter 46 of the Acts of 2010 (attached)   Applicants:   Harry Mintz  Jonas Baker  Malcolm W. MacNab, PhD  Aline Wommack, RN  RC “Ted” Taylor III  James A. Cooper  Helen M .Weld, RN  Dr. Timothy J. Lepore  Stephen J. Visco  12/10/2010 Town AdministrationTown Administration Fiscal Year 2012 Fiscal Year 2012 General Fund Budget General Fund Budget RecommendationsRecommendationsDecember 8, 2010December 8, 2010Board of SelectmenBoard of Selectmen’’s Meetings Meeting Town Administration Strategy for Town Administration Strategy for FY 2012 Budget & Future YearsFY 2012 Budget & Future Years BOS Goal:BOS Goal: Budget Efficiencies / Improvements for Multiple Year Budget Efficiencies / Improvements for Multiple Year Planning / Government EfficienciesPlanning / Government Efficiencies Five Year Strategy:Five Year Strategy: FY2009: Review service levels of existing departmentsFY2009: Review service levels of existing departments FY2010FY2010--FY2011: Review opportunities to streamline FY2011: Review opportunities to streamline operations and improve efficiencies across multiple operations and improve efficiencies across multiple departmentsdepartments FY2012: Implement program based budgeting and identify FY2012: Implement program based budgeting and identify measurements for Police & Public Works Departmentsmeasurements for Police & Public Works Departments FY2012FY2012--FY2014: Implement cost savings and efficiency FY2014: Implement cost savings and efficiency measures through departmental consolidationsmeasures through departmental consolidations FY 2012 Budget Process ChangesFY 2012 Budget Process Changes Budget Cycle began in AugustBudget Cycle began in August Methodology for Planning Assumptions Methodology for Planning Assumptions ChangedChanged Forecast to Forecast to ““Live WithinLive Within”” Projected RevenueProjected Revenue Health Insurance Projection for Existing Employee Health Insurance Projection for Existing Employee BaseBase Minimum Capital Funding Requirement = $0Minimum Capital Funding Requirement = $0 Impact of FY 2012 Budget Impact of FY 2012 Budget RecommendationsRecommendations Local Government EfficienciesLocal Government Efficiencies Streamline Organizational StructureStreamline Organizational Structure Operational ImprovementsOperational Improvements Continued Implementation of Central DispatchContinued Implementation of Central Dispatch Consolidations in FY2012 are Phase I of a Consolidations in FY2012 are Phase I of a multimulti--year strategy to improve government year strategy to improve government efficiencies and operations.efficiencies and operations. General Fund Projection General Fund Projection Revenue AssumptionsRevenue AssumptionsCategoryCategory2011*2011*2012*2012*201320132014201420152015Tax RevenueTax Revenue2.50%2.50%2.50%2.50%2.50%2.50%2.50%2.50%2.50%2.50%New GrowthNew Growth--51.27%51.27%--25.00%25.00%--2.50%2.50%--3.42%3.42%--2.21%2.21%Allowance for AbatementsAllowance for Abatements1.39%1.39%1.50%1.50%1.50%1.50%1.50%1.50%1.50%1.50%State RevenueState Revenue--4.9%4.9%--12.00%12.00%0.00%0.00%0.00%0.00%0.00%0.00%Local RevenueLocal RevenueExcise TaxExcise Tax--9.14%9.14%--0.01%0.01%1.00%1.00%1.00%1.00%1.00%1.00%License & PermitsLicense & Permits0.02%0.02%0.50%0.50%0.50%0.50%0.50%0.50%0.50%0.50%Fees, Rentals, InterestFees, Rentals, Interest--39.37%39.37%0.50%0.50%0.50%0.50%0.50%0.50%0.50%0.50%Fines, Forfeits, PenaltiesFines, Forfeits, Penalties--3.32%3.32%1.10%1.10%1.00%1.00%1.00%1.00%1.00%1.00%OtherOther43.0%43.0%13.4%13.4%0.50%0.50%0.50%0.50%0.50%0.50%Miscellaneous RecurringMiscellaneous Recurring0.00%0.00%5.30%5.30%5.50%5.50%5.50%5.50%5.25%5.25%Misc NonMisc Non--RecurringRecurring0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%Projected Inc (Dec)Projected Inc (Dec)--2.10%2.10%--0.04%0.04%0.70%0.70%2.10%2.10%2.30%2.30%*Yellow Text Represents pertains to updated assumption since August 18, 2010. General Fund Projection General Fund Projection Expense Assumptions*Expense Assumptions*CategoryCategory2011*2011*2012*2012*201320132014201420152015Town Salaries*Town Salaries*0.11%0.11%1.18%1.18%0.80%0.80%0.10%0.10%--0.25%0.25%School Salaries**School Salaries**1.22%1.22%1.18%1.18%0.80%0.80%0.10%0.10%--0.25%0.25%Operating ExpenseOperating Expense--1.41%1.41%0.00%0.00%0.0%0.0%0.0%0.0%0.0%0.0%Medical Insurance PremiumsMedical Insurance Premiums0.00%0.00%0.00%0.00%10.00%10.00%12.00%12.00%12.00%12.00%General Insurance General Insurance 5.62%5.62%11.00%11.00%11.00%11.00%10.63%10.63%10.50%10.50%Barnstable County RetirementBarnstable County Retirement--7.1%7.1%11.00%11.00%11.00%11.00%11.00%11.00%10.50%10.50%Health & Human Svcs Health & Human Svcs ContractsContracts6.71%6.71%0.00%0.00%--5.04%5.04%--9.70%9.70%--9.10%9.10%Capital Imp from RevenueCapital Imp from Revenue0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%General Fund SubsidyGeneral Fund SubsidySolid Waste EnterpriseSolid Waste Enterprise24.45%24.45%1.18%1.18%0.80%0.80%0.10%0.10%--0.25%0.25%Our Island Home EnterpriseOur Island Home EnterpriseN/AN/A1.18%1.18%0.80%0.80%0.10%0.10%--0.25%0.25%Projected Inc (Dec)Projected Inc (Dec)--1.0%1.0%--2.4%2.4%0.65%0.65%2.03%2.03%2.29%2.29%*Does not include Our Island Home or Town Administration Recommendations**Does not include School Committee Recommendations FY 2012 GENERAL FUND FY 2012 GENERAL FUND PROJECTIONPROJECTIONProjected Uses As of 11/28/10Debt Service13%Other Articles13%Retirement5%Insurance12%Education30%Town Services26%Overlay & Charges1%Projected Sources As of 11/28/10New Growth0%Other Sources1%State Aid2%Local Revenue8%Tax Revenue89%$71,747,832$71,747,832 FY 2012 Town Administration FY 2012 Town Administration Balanced Budget RecommendationBalanced Budget Recommendation BOS Goals:BOS Goals: Evaluate the potential for Evaluate the potential for collaborative or combined collaborative or combined services.services. Description of Service:Description of Service: The purpose of the consolidation The purpose of the consolidation is to streamline operations & is to streamline operations & services related to code services related to code enforcement and permit issuance enforcement and permit issuance for the continued protection of for the continued protection of public health and safety.public health and safety. Reduction in FTEReduction in FTE’’s:s: ((1.75)1.75) Cost Savings:Cost Savings: (($175,945)$175,945) FY 2012 Town Administration FY 2012 Town Administration Balanced Budget RecommendationBalanced Budget Recommendation BOS Goals:BOS Goals: Evaluate the TownEvaluate the Town’’s provision and s provision and coordination of human services.coordination of human services. Description of Service:Description of Service: The purpose of the consolidation is The purpose of the consolidation is to streamline operations and to streamline operations and improve service delivery systems to improve service delivery systems to the elderly population in Nantucket the elderly population in Nantucket and others in need by addressing and others in need by addressing not only the quality of direct and not only the quality of direct and referral services, but also by referral services, but also by improving coordination among improving coordination among internal and external agencies.internal and external agencies. Reduction in FTEReduction in FTE’’s:s: (1.5)(1.5) Cost Savings:Cost Savings: (($90,170)$90,170) FY 2012 Town Administration FY 2012 Town Administration Balanced Budget RecommendationBalanced Budget Recommendation BOS Goals:BOS Goals: Evaluate the potential for Evaluate the potential for collaborative or combined collaborative or combined services.services. Description of Service:Description of Service: The purpose of the consolidation The purpose of the consolidation is to provide economies of scale is to provide economies of scale and to streamline parks & and to streamline parks & grounds maintenance programs grounds maintenance programs into one department.into one department. Reduction in FTEReduction in FTE’’s:s: (2.0)(2.0) Cost Savings:Cost Savings: (($129,940)$129,940)  Other Town Reductions:Other Town Reductions: (($279,393)$279,393) Elimination of One FullElimination of One Full--time and Two Parttime and Two Part--time positionstime positions Reduction of Two FullReduction of Two Full--time positions to Parttime positions to Part--time positiontime position Elimination of funding for Mosquito Control ChemicalsElimination of funding for Mosquito Control ChemicalsFY 2012 Town Administration FY 2012 Town Administration Balanced Budget RecommendationBalanced Budget Recommendation FY 2012 Town Administration FY 2012 Town Administration Balanced Budget RecommendationBalanced Budget RecommendationExpense Increase Requests: Expense Increase Requests: $347,914$347,914 Personnel*Personnel* Operating ExpensesOperating ExpensesContinued Implementation of Central Dispatch: Continued Implementation of Central Dispatch: Central Dispatch Central Dispatch –– Two PositionsTwo PositionsCentral Dispatch Central Dispatch –– Communications SupervisorCommunications Supervisor$128,270$128,270$86,044$86,044Minute Taking PositionMinute Taking Position$ 78,000$ 78,000Additional Personnel CostsAdditional Personnel Costs$292,314$292,314*Personnel cost assumptions include $18,000 Maximum per position for Health InsuranceHealth Department Health Department –– Estuaries Model for Nantucket HarborEstuaries Model for Nantucket Harbor$ 15,000$ 15,000Human Resources Human Resources –– Staffing Review & Increase in EAP ContractStaffing Review & Increase in EAP Contract$ 29,600$ 29,600Information Systems Information Systems –– Increase in Munis Support, Website Streaming, andIncrease in Munis Support, Website Streaming, andOn Demand VideoOn Demand Video$ 11,000$ 11,000Additional Operating CostsAdditional Operating Costs$ 55,600$ 55,600 Summary of FY 2012 Town Balanced Summary of FY 2012 Town Balanced Budget RecommendationBudget RecommendationTownTown’’s Portion of FY2012 Revenue Gap: s Portion of FY2012 Revenue Gap: $327,534$327,534 Core Service Needed Increases:Core Service Needed Increases: Operating ExpensesOperating Expenses $ 55,600$ 55,600 Personnel ExpensesPersonnel Expenses $ 292,314$ 292,314Total Core Service Increases:Total Core Service Increases: $ 347,914$ 347,914 Reductions:Reductions: Operating ExpensesOperating Expenses-- Mosquito Control Chemicals Mosquito Control Chemicals (($ 50,000) $ 50,000)  Personnel ExpensesPersonnel Expenses-- Code Enforcement & Regulatory Services Code Enforcement & Regulatory Services (($175,945)$175,945)-- Human & Social ServicesHuman & Social Services (($ 90,170)$ 90,170)-- Public Works & Parks and Recreation Public Works & Parks and Recreation (($129,940)$129,940)-- Other Personnel ReductionsOther Personnel Reductions (($229,393)$229,393)Total Reductions:Total Reductions: ($675,448) ($675,448) Town Projected Budget Variance : Town Projected Budget Variance : $ 0$ 0  FY2012 Projected RevenueFY2012 Projected Revenue (($71,747,832)$71,747,832) FY2012 PROJECTED EXPENSE:FY2012 PROJECTED EXPENSE: TownTown $18,757,581$18,757,581 EducationEducation $21,939,000$21,939,000 Shared ExpensesShared Expenses $11,990,390$11,990,390 Debt ServiceDebt Service $ 9,035,856$ 9,035,856 Our Island Home Enterprise Fund GF SubsidyOur Island Home Enterprise Fund GF Subsidy $ 3,165,920$ 3,165,920 Solid Waste Enterprise Fund OverrideSolid Waste Enterprise Fund Override $2,926,000$2,926,000 Solid Waste Enterprise Fund GF SubsidySolid Waste Enterprise Fund GF Subsidy $ 2,165,085$ 2,165,085 Other Articles & AssessmentsOther Articles & Assessments $ 1,768,000$ 1,768,000 FY2012 General Fund Budget Variance FY2012 General Fund Budget Variance $ 0$ 0Summary of FY 2012 General Summary of FY 2012 General Fund Balanced BudgetFund Balanced Budget Unfunded Core Service NeedsUnfunded Core Service Needs Public SafetyPublic Safety $ 404,460$ 404,460 Three Police Officers Remain Unfunded Three Police Officers Remain Unfunded  One Centralized Dispatch Remains UnfundedOne Centralized Dispatch Remains Unfunded Two Firefighter / EMT Positions Remain UnfundedTwo Firefighter / EMT Positions Remain Unfunded General Government General Government $ 92,488$ 92,488 New IT Technician Position Not FundedNew IT Technician Position Not Funded Total Unfunded FY2012 Core Services Total Unfunded FY2012 Core Services $496,948$496,948 General Fund Personnel HistoryGeneral Fund Personnel History FY 2009 FY 2009 –– 20122012Full Time Full Time Equivalent Equivalent Positions Positions (FTE(FTE’’s)*s)*FY06FY06ActualActualFY07 FY07 ActualActualFY08FY08ActualActualFY09 FY09 ActualActualFY10 FY10 ActualActualFY11 FY11 BudgetBudgetFY12 Projection FY12 Projection As of As of 11/28/10*11/28/10*Town Town Personnel Personnel History **History **176.25176.25213.00213.00199.00199.00202.50202.50189.75189.75186.50186.50182.75182.753.4%3.4%20.9%20.9%--6.6%6.6%1.8%1.8%--6.3%6.3%--1.7%1.7%--2.0%2.0%Education Education Personnel Personnel History***History***288.50288.50263.00263.00291.95291.95279.60279.60258.20258.20244.40244.40(TBD)(TBD)--3.3%3.3%--8.8%8.8%11.0%11.0%--4.2%4.2%--7.7%7.7%--5.3%5.3%(TBD)(TBD)Total FTETotal FTE’’ss464.75464.75476.0476.0490.95490.95482.10482.10447.95447.95430.9430.9(TBD)(TBD)Net Change Net Change in FTEin FTE’’ss--0.9%0.9%2.4%2.4%3.1%3.1%--1.8%1.8%--7.1%7.1%--3.8%3.8%(TBD)(TBD)*Full Time Equivalent Calculation = 33-40 Hrs 1.0; 20-32 Hrs 0.50; Seasonal = 0.25**For comparative purposes, Town Personnel History does not include Our Island Home*** Education Personnel History includes Community School Employees General Fund Personnel HistoryGeneral Fund Personnel History FY 2009 FY 2009 –– 20122012050100150200250300Full Time Equivalent Positions (FTE's)*2006 2007 2008 2009 2010 2011 2012Town**Education***Full Time Equivalent Calculation = 33-40 Hrs 1.0; 20-32 Hrs 0.50; Seasonal = 0.25**For comparative purposes, Town Personnel History does not include Our Island Home*** Education Personnel History includes Community School Employees General Fund FY 2012 Projection General Fund FY 2012 Projection –– Remaining Remaining ““UnknownsUnknowns”” RevenuesRevenues State Local Aid State Local Aid -- Current assumption is a 12% decreaseCurrent assumption is a 12% decrease Chapter 90 Aid Chapter 90 Aid –– On average TON receives $470,089 for On average TON receives $470,089 for Road Improvements Road Improvements  Expenses Expenses  Barnstable County Retirement Assessment Barnstable County Retirement Assessment –– Current Current assumption is 11% increaseassumption is 11% increase Capital Expenditures Capital Expenditures –– Continued review by Capital Program Continued review by Capital Program CommitteeCommittee Other Potential Impacts on General Other Potential Impacts on General Fund Operating Budget*Fund Operating Budget* Unfunded Citizen & Other Warrant Articles: Unfunded Citizen & Other Warrant Articles:  Article TBD: Financing for Septic System Repairs Article TBD: Financing for Septic System Repairs $ 500,000$ 500,000 New Position: Municipal Grant Writer New Position: Municipal Grant Writer $ (TBD)*$ (TBD)* Plan & Construction for Tom Nevers Bike Path Plan & Construction for Tom Nevers Bike Path $3,400,000$3,400,000 Appropriation for Mosquito Control Appropriation for Mosquito Control $ 100,000$ 100,000 Act relative to William J. Higgins (rounded)Act relative to William J. Higgins (rounded) $$ 29,53929,539 Restore Council on Human Services Coordinator Position Restore Council on Human Services Coordinator Position $ (TBD)*$ (TBD)*Total Unfunded Citizen & Other Warrant Articles Subject to Town Total Unfunded Citizen & Other Warrant Articles Subject to Town Meeting Meeting Approval:Approval: $4,029,539+$4,029,539+*Subject to Town Meeting Approval; not included or funded within the General Fund Budget Projection**Personnel cost assumptions include $18,000 Maximum per position for Health Insurance; Current Employee Salary $96,510 + HealthInsurance Next StepsNext Steps December 8: Enterprise Fund budget projections dueDecember 8: Enterprise Fund budget projections due December 15: Board of Selectmen begin review of FY 12 December 15: Board of Selectmen begin review of FY 12 budgetbudget December 22: Board of Selectmen continued review of FY 12 December 22: Board of Selectmen continued review of FY 12 budgetbudget December 31: Receive Barnstable County Retirement December 31: Receive Barnstable County Retirement Assessment Projection for FY12Assessment Projection for FY12 January 5: Board of Selectmen public hearing on FY 12 budgetJanuary 5: Board of Selectmen public hearing on FY 12 budget January 12: Review of updated budget projection; Board of January 12: Review of updated budget projection; Board of Selectmen adoption of FY 12 budget recommendationSelectmen adoption of FY 12 budget recommendation January 20: Review of Board of Selectmen FY 12 budget January 20: Review of Board of Selectmen FY 12 budget recommendation with Finance Committeerecommendation with Finance Committee BYLAWS OF NANTUCKET COMMUNITY TELEVISION, INC. ADOPTED: January 24, 2001 ARTICLE I. Names, Purposes, Powers, and Related Matters The name of the Nantucket Community Television, Inc. (hereinafter in these Bylaws referred to as the "Corporation"), the location of its principal office and its purposes shall be set forth in the Articles of Organization and these Bylaws, and shall be exclusively charitable, scientific, and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended from time to time. The powers of the Corporation and of its Directors, officers, committees and members, and all matters concerning the conduct and regulation of the affairs of the Corporation and the manner in which and the officers and agents by whom its purposes may be accomplished shall be governed by such provisions in regard thereto, if any, as are set forth in the Articles of Incorporation and these Bylaws and such operating rules and procedures as may be promulgated or approved by the Directors from time to time. All references in these Bylaws to the Articles of Organization shall be constructed to mean the Articles of Organization as from time to time amended. ARTICLE II. Membership. A. Members. All people living in the Town of Nantucket serviced by the Corporation pursuant to these Bylaws are eligible for membership in the Corporation. Additionally, educational, governmental, health care, arts, religious, business, civic, and other entities which are based in the Town, shall be eligible for membership. B. Qualifications for Voting Membership Voting m Membership in the Corporation is open to individuals living on Nantucket, and businesses and organizations who demonstrate their interest in the affairs of the Corporation by: 1. Completing and returning to the Corporation a Membership Application Form, 2. Paying the prescribed membership dues, by category, as they are from time to time established by the Board of Directors, 3. Being a Member of the Corporation for at least twenty (20) days prior to any meeting of the Members, and 4. 3. Complying with these Bylaws, the corporate charter, rules and procedures duly promulgated, contracts, and the requirements of said Section 501(c)(3). C. Annual Meeting. The Annual Meeting of Members shall be held in Nantucket on the second Wednesday of the month of May of each year for 'the purpose of electing Directors and at a time and place to be determined by the Board of Directors for the purpose of presenting the Annual Report to the Membership, answering Member questions, hearing Members complaints and suggestions, and transacting such other business as may properly come before the meeting. The time and place of the Annual Meeting shall be determined by the Corporation's Board of Directors and Members shall be notified of each meeting as provided herein. D. Special Meetings. Special Meetings of Members shall be called by the President upon request of the Board of Directors or upon written request therefore submitted to the Corporation by not less than one-tenth of all members entitled to vote at such a meeting. E. D. Notice of Meetings. A written notice of every annual or special meeting of the Corporation, stating the place, date, hour, and purpose shall be given not less than ten (10) nor more than thirty (30) days before the date of the meeting to each Member entitled to vote at such meeting at his or her mail or email address as it appears upon the records of the Corporation. Notice shall be made at various times during the broadcast day on the cable television channel managed by the Corporation, and also will be published in the local newspaper, during the notice period described above. F.E. Quorum of Members. Five percent (5%) of all members entitled to vote, and not less than five (5) members present, shall constitute a quorum at any annual or special meeting of Members. If a quorum shall fail to attend, a majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present; then when a quorum is present, any business may be transacted that might have been transacted at the meeting as originally notified. G. E. Meetings of the Members are open to the Public. H. Procedure for Voting. Members shall be entitled to vote on all matters submitted to the Members for approval at meetings of the Members except for the election of the Board of Directors as otherwise provided herein. Those eligible to vote on a question shall vote in person. I. F. Member Dues. The Board of Directors shall from time to time adopt a schedule of annual dues. Dues shall be maintained to cover the direct costs of maintaining the Corporation. J. G. Termination. The Board of Directors may from time to time adopt or approve rules and procedures for the termination of any Member, only for cause and only after notice. The Member who has been or is proposed to be terminated may appeal the termination decision to the Board of Directors by written demand sent within seven (7) days of the termination decision. Upon receipt of the demand, the Secretary shall deliver not less than a ten (10) days notice of a special Board of Directors meeting at which the Member's appeal shall be heard. ARTICLE III. Board of Directors. A. Powers. The Board of Directors shall have and may exercise all of the powers of the Corporation. The Board of Directors shall have the entire charge, control and management of the corporation and its property and may exercise all or any of its powers. B. Number and Election. Except as otherwise provided by these By Laws or in the Articles of Organization, the number of Directors that shall constitute the whole Board of Directors shall be fixed at nine (9) directors. One of the Directors shall be appointed by the Nantucket Board of Selectmen. One of the Directors shall be a representative of Town administration, to be appointed by the Town Manager. One of the Directors shall be appointed by the Nantucket School Committee. The remaining six directors shall be elected by the existing Board of Directors. C. Board Expansion. Additional positions on the Board of Directors may be voted by the Board and will become effective upon a vote approving such expansion by the Nantucket Board of Selectmen. Vacancies created by such a vote shall be filled by a vote of the then-current Directors. B. D. Tenure and Qualifications. Upon incorporation, the Board of Directors shall consist of up to four of the sitting members of the Nantucket Cable Television Advisory Committee, as well as other interested parties to be appointed by the same Committee, for a term of one (1) year, and not to exceed nine (9) in number. Thereafter The Board of Directors shall be elected by the members of the Corporation. These elected Directors will serve for up to a three (3) year term, with the first terms of one (1), two (2), or three (3) years to be decided by lottery. Thereafter the Directors elected will serve a three (3) year term. C. E. Terms of Office. Each Director shall hold office until his or her successor is elected or appointed unless removed prior thereto in accordance with law and these Bylaws. D. F. Nomination and Election Process of Directors. 1. Directors shall be selected in the following manner: no later than sixty (60) days prior to the Annual Meeting of the Corporation, the Nominating Committee of the Board of Directors shall notify all members of the Corporation of upcoming elections and shall request suggested nominees. The Nominating Committee shall be charged with the responsibility of compiling a slate of candidates from these submissions for election to the Board of Directors. 2. In addition to the candidates selected by the Nominating Committee, any member may become a candidate for election to the Board of Directors by presenting the Nominating Committee with a petition provided by the Secretary of the Corporation for special nomination signed by at least five percent (5%) of the eligible voting members of the Corporation no later than thirty (30) days prior to the date of the annual or special meeting at which the election for filling of the vacancy(ies) is to occur. Such candidates will be added to the Nominating Committee Slate to fill vacancies on the Board of Directors. Signatures for purposes of this Section shall be deemed valid unless challenged prior to the date of the election. 3. Members, as defined in Article II, Section B, Directors shall vote on the Slate prepared by the Nominating Committee at the annual election and/or special election for the Board of Directors. Method of voting will be by paper ballot listing the slate prepared by the Nominating Committee. The Secretary of the Corporation and/or his/her designee(s) shall verify membership and tally the votes. The verification of names and tallying of votes shall be conducted by two different individuals. The Secretary or his/her designee shall report to the board the results of the election. 4. The Board of Directors shall have up to nine (9) directors elected by the membership at the Annual Meeting. This Board of Directors may appoint at any time, by a two-thirds (2/3) vote, members to fill vacancies which occur within the nine (9) elected positions. Those appointed by the Board of Directors will serve until the next Annual Meeting. E. G. Removal of Directors, Vacancies. 1. Any Director may be removed from the Board of Directors with or without cause by a majority vote of those present and voting at a regular or special meeting of the Board of Directors. Any Director proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail of the meeting of the Board of Directors at which such removals are to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting prior to such vote for removal. 2. Any member of the Board may resign at any time by submitting a written resignation to the President, Vice President, or Secretary of the Corporation. F. H. Disqualification. No employee of the Corporation or applicant for a position with the Corporation shall serve as a member of the Board of Directors. No close relative (spouse, domestic partner, sibling, parent, or child) of an employee of the Corporation shall serve as a member of the Board of Directors nor shall any close relative of a member of the Board of Directors be an employee of the Corporation, unless approved by a majority of the voting members present. G. I. Schedule of Meetings. 1. The Board of Directors shall hold at least six (6) regular meetings during each fiscal year of the Corporation. 2. The Board of Directors may hold special meetings whenever requested by the President or one-third (1/3) or more of the Directors. 3. The Secretary shall cause written notice of the regular and any special meetings to be mailed or delivered verbally or electronically to each Director at least five (5) days before the date of the meeting, unless all of the Directors attend or sign a written waiver of notice. H. J. Meetings Open to the Public. All meetings of the Board of Directors shall be open to the public unless the Board, in its discretion shall determine to close the meeting for one of the reasons as specified in Chapter 39, Section 23A and 23B of the General Laws of the Commonwealth which govern when certain governmental agencies may hold closed meetings and is adopted for purposes of this section only by the Corporation as a guideline for the conduct of meetings of the Board of Directors. Whenever the Board of Directors determines to hold a closed meeting, it shall publicly specify its reasons for closing the meeting. I. J. Quorum of Directors. A majority of the Directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. J. K. Action of the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Corporation's Articles of Organization of these Bylaws. K. L. Compensation of Directors. Directors shall not be compensated for their services as Directors other than the reimbursement of reasonable and necessary expenses incurred in the performance of such services. However, nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. The terms and circumstances of any such compensation must be fully disclosed in writing to the Board of Directors and must be approved by an affirmative two-thirds (2/3) vote of the Board of Directors. ARTICLE IV. Officers. A. Tenure. The Incorporators shall appoint the initial Officers of the Corporation. Thereafter, Officers shall be elected by the Board of Directors. The Officers of the Corporation shall consist of a President, Vice President, Clerk, Treasurer, and such other Officers as the Board of Directors may deem desirable. All Officers shall be elected by the Board of Directors from the Board of Directors. No person shall hold more than one office at any one time. Each Officer of the Corporation shall be elected annually at the meeting following the Annual Meeting of the Corporation, or special meeting held in place thereof, and thereafter until his or her successor is chosen and qualified. B. Removal. The Board of Directors may remove from office any Officer by a vote of two- thirds (2/3) of its entire number then in office. A vacancy in any office may be filled by vote of the Board of Directors. Officers shall not be compensated for their services as Officers of the Corporation. C. Duties of the Officers. 1. President. The President shall preside, when present, at all meetings of Members and Directors. The President shall nominate the chairpersons of all other committees and shall have other and additional duties and responsibilities as the Board of Directors may from time to time determine. 2. Vice President. The Vice President shall fulfill all duties and responsibilities of the President in the absence of the President. 3. Clerk. The Clerk shall issue notices of all meetings of the Board of Directors, and shall send such official notices as may be directed by the Board. The Clerk shall also be responsible for all general correspondence of the Board and in general performing all duties incident to the office of the Clerk and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. 4. Treasurer. The Treasurer shall be responsible for the custody of the corporate funds; keeping full and accurate accounts of receipts and disbursements to the Corporation; depositing all monies in the name of the Corporation, in such depositories as may be designated by the Board of Directors and shall furnish a monthly financial statement and an annual statement of all receipts and disbursements of the Corporation to the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond. 5. Executive Committees. The Officers shall constitute the membership of the Executive Committee. ARTICLE V. Committees. A. Standing Committees. The Standing Committees of the Board of Directors shall be as follows: Finance, Bylaws, Personnel, Membership, Development, Nominating, Policy, Facilities, Equipment, and Executive. B. Appointment and Duties of the Standing Committee. Committee chairpersons shall be nominated by the President and elected by a majority of the Board of Directors. The members of each standing committee shall be nominated by the President, after consultation with the chairperson of such committee. The Board of Directors shall elect committee members who reflect the diversity of interests and neighborhoods of Nantucket. Committees shall develop relevant policy recommendations for Board consideration. Chairpersons of Committees are responsible for keeping minutes of their meetings and furnishing reports as requested. C. Standing Committee Functions. 1. Finance Committee. The Finance Committee shall review the annual financial statements, approve annual audit reports, and recommend to the Board the selection of, and fees to be paid to accountants for the Corporation. It shall be the responsibility of the Finance Committee to report to the Board of Directors, whether the Corporation is meeting its projected budget, the scope and adequacy of the audits and related fees, and the effectiveness and adequacy of the Corporation's internal controls. The Finance Committee shall develop and recommend to the Board the annual budget and shall regularly monitor the Corporation's expense and income. 2. Personnel Committee. The Personnel Committee shall develop the Corporation's personnel policies, job descriptions and advertisements. In addition, the Personnel Committee shall review and evaluate staff salaries and benefits and the performance of the Executive Director. The Personnel Committee shall be responsible for related personnel matters and grievances by employees. The Personnel Committee shall coordinate the hiring of the Executive Director. 3. Development Committee. The Development Committee shall develop and implement fundraising strategies for the Corporation. The Committee shall recommend to the Board of Directors an annual fundraising plan and upon the adoption of a fundraising plan by the Board of Directors, the Development Committee shall enlist Members of the Board of Directors, Officers, Members, and other volunteers to assist in the implementation of specific projects. The Committee shall meet regularly to monitor the Corporation's fundraising status and to review grant proposals. 4. Membership Committee. The Membership Committee shall develop and implement strategies for developing a broad-based membership in the Corporation which encourages and fosters the development and production of access and community programming. The Committee shall recommend to the Board of Directors an annual membership campaign and upon the adoption of an annual Membership campaign by the Board of Directors, shall enlist Members of the Board of Directors, Members, and other volunteers to assist in the implementation of the Membership campaign. The Membership Committee shall handle all appeals regarding membership status and any other grievances of the members except as otherwise set forth in these Bylaws. 5. Nominating Committee. The Nominating Committee shall select candidates for election to fill the vacancy(ies) to the Board of Directors. The Nominating Committee shall be charged with soliciting the names of nominees for the Board of Directors from the general membership and/or the community at large and with the preparation of a slate of candidates to fill such vacancy(ies) as elsewhere herein provided. 6. Policy Committee. The Policy Committee shall develop, evaluate, and recommend the operating policies and procedures of the Corporation. The Policy Committee shall work with all Committees which are considering matters which may affect the policies. Except as necessary to comply with appropriate Federal Law and Regulation and to provide the community access time, the Corporation's regulations governing the availability of program time and the Corporation’s equipment and facilities shall provide for nondiscriminatory access and use, provided, however, that the regulations may restrict use of equipment and facilities to Members of the Corporation who are qualified to use them. 7. Facilities Committee. The Facilities Committee shall evaluate the use of the Corporation's access and community programming facilities and training and assistance made available to members of the community in order to encourage the use of said facilities. The Committee shall also be responsible for all capital expenditures. The Committee shall oversee matters regarding the physical plant, real estate and leases. The Committee shall make recommendations to the Board to meet future facility needs. 8. Equipment Committee. The Equipment Committee shall evaluate the use of the Corporation's multi-media equipment by the members. The Committee shall make recommendations to the Board to optimize the usefulness to the members and encourage its use by the community. 9. Bylaws Committee. The Bylaws Committee shall review the Bylaws of the Corporation, as needed by the Board. The Bylaws Committee shall make recommendations to the Board and the Membership for changes in the Bylaws that reflect the current goals and needs of the Corporation. 10. Other Committees. The Board of Directors may create such other committees and delegate such responsibilities to those committees as shall be considered desirable and permissible from time to time. ARTICLE VI. Miscellaneous Provisions. A. Fiscal Year. Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the Corporation shall be twelve (12) months ending December 31 of any given year. B. Annual Financial Review. The account books of the Corporation shall be reviewed annually by an independent certified public accountant retained by the Board of Directors, and the report of such accountant shall be filed with the records of the Corporation. C. Execution of Corporation Instruments. Mortgages, bonds, notes, checks, other evidence of indebtedness and such other instruments as the Corporation may issue in the conduct of its business shall carry the signature of the President and such other officer or officers of the Board of Directors as may from time to time be determined by resolution. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. D. Amendments. Any part or all of these Bylaws may be altered, amended or repealed from time to time by: (1) a two-thirds (2/3) vote of the Board of Directors present at a regular or special meeting of the Board duly called for that purpose, provided that notice of the substance of the proposed alteration, amendment or repeal shall be stated in a notice for such meeting mailed to the Board of Directors no less than ten (10) days before such meeting and by (2) a majority vote of the members at the annual meeting or at a special meeting called therefore. E. Conflict of Interest. No Director of Officer of the Corporation may participate in the evaluation, review and approval of any application for a grant or any other matter in which he or she has a direct personal and/or financial interest. All grants and other transactions shall be conducted at arm's length and shall not violate the prescriptions on the Articles of Organization, these Bylaws, or any other applicable prohibition against the Corporation's use of the application of its fund for private benefit. No such loan or transaction shall be entered into if it would result in denial or loss of tax-exempt status under Section 501(c), 503, or 504 of the Internal Revenue Code and its regulations as they now exist or any they may be hereafter amended. F. Seals. The Board of Directors may approve and adopt a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal." The seal shall be stamped or affixed to such documents as may be prescribed by law or custom or by the Board of Directors. G. Non-discrimination. Selection of the Board of Directors, Officers of the Corporation, Members, Volunteers and Staff shall not be based on sex, race, color, religion, age, national origin or sexual preference. H. Servicing Additional Municipalities. The Corporation may enter into agreements with other cable television licensees to provide cable television access services. Such agreements should provide necessary resources to the Corporation to service the particular municipality in question. Such agreements must be approved by the Board of Directors. ARTICLE VII. Indemnification. To the fullest extent permitted by Chapter 180, Section 3 of the Massachusetts General Laws as it exists or may be amended, each Officer and Director of the Corporation shall be indemnified by the Corporation against any and all claims and liabilities to which he/she becomes subject to reason of his/her being or having been an Officer or Director, whether or not he/she continues to be an Officer or Director at the time of the adjudication of such claim or liability. The Corporation shall also indemnify such Officer or Director for any and all legal and other expenses reasonably incurred by him/her in connection with any actual or threatened action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been such an Officer or Director, whether or not he continues to be an Officer or Director at the time of incurring such expenses. No Officer or Director shall be indemnified against any action, claim, suit or proceedings in which he/she shall be finally adjudged liable by reason of his/her own negligence or willful misconduct; and no such Officer or Director shall be indemnified against the cost of any compromise of settlement of any such alleged claim or liability, unless said compromise or settlement shall be approved in advance by the Board of Directors.