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Adopted as of August 30, 2004, and
Amended as of November 16, 2010
Article 1. General Provisions.
1.1 Bylaws Established. These are the bylaws (“Bylaws”) of Access Oxford, Inc. (the “Center”). These Bylaws, the powers of the Center and its directors and members, and all matters concerning the conduct and regulation of the activities of the Center, shall be subject to applicable provisions, if any, contained in the Articles of Organization. All references in these Bylaws to the “Articles of Organization” shall refer to the Articles of Organization of the Center, as from time to time amended or restated.
1.2 Name. The name of the Center is Access Oxford, Inc.
1.3 Location. The principal office of the Center shall be located in The Commonwealth of Massachusetts. The Board of Directors of the Center (the “Board”), as more fully described below, may have multiple offices in The Commonwealth as it may determine from time to time, by filing a certificate with the Secretary of State of The Commonwealth. The Board may also establish additional offices in locations other than Massachusetts.
1.4 Corporate Seal. The Center is not required to adopt or use a seal. If one is adopted, it shall be in such form as the Board may determine from time to time.
1.5 Fiscal Year. Except as otherwise determined by the Board, the fiscal year of the Corporation shall end on December 31st of each year.
Article 2. Purpose
Purpose. The Center shall be dedicated to the production of community access programming for the residents and organizations of Oxford, the allocation of channel space and time to Oxford residents to cablecast programming, the provision of training to Oxford residents and organizations in the use of access facilities and equipment, and any other activity in support of and to benefit these purposes as may be carried on by a corporation organized under Chapter 180 of the Massachusetts General Laws and described in Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or hereafter amended (the “Code”).
The Center is organized exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Code. Notwithstanding any other provision of these Bylaws, the Center shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax as described in Section 501(c)(3) of the Code (or the corresponding section of any future Federal tax code). The Center shall be operated for the purposes thus prescribed and shall not be operated for profit. No part of its net earnings shall inure to the benefit of any private individual. In the event of, and upon the dissolution of the Center, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Code and which has established its tax-exempt status under that section.
Article 3. Members
3.1 Members. The members of the Center (the “Members”) shall be both residents and non-residents of Oxford, and organizations located both in and outside of Oxford, who join the Center in support of its stated purposes.
3.2 Dues. An annual membership fee shall be paid by Members as a condition of membership. The amount shall be determined by the Board and shall be payable in January of each year. A Member may join as an individual, a family (4 individuals in the same household), an organization, a student with a valid ID, or a senior citizen over the age of 60. New Members, in any category, will be required to pay a membership fee upon joining the Center. Membership fees paid by new Members as of February 1 or later will cover the remainder of that calendar year through January 1 of the following calendar year. Any Member whose membership fee is in arrears for a period of six (6) months shall be dropped from membership unless his/her non-payment is excused by action of the Board.
3.3 Resignations. Any Member may resign from the Center at any time.
Article 4. Meetings of Members
4.1 Annual Meetings. An annual meeting of the Members shall be held within six (6) months of the end of each fiscal year, at a time and place designated by the Board. In the event the annual meeting is not held on such date, a special meeting in lieu thereof may be held with all the force and effect of an annual meeting.
4.2 Special Meetings. The Clerk (or, if the Clerk is unable or unwilling, the Assistant Clerk or any other Officer) shall call a special meeting of the Members on the order of the President, a Vice President, or Treasurer, or the Board of Directors. The call for a special meeting shall be in writing. Business to be transacted at a special meeting shall be limited to the subjects stated in the call. A special meeting shall be called upon written application of at least ten (10) Members, stating the time, place, and purpose of the meeting.
4.3 Notice of Meetings. All meetings of the Members shall be called by giving at least ten (10) and no more than forty-five (45) days notice to the Members stating the place, day, and hour for the meeting and its purpose. Notice shall be mailed postpaid or sent by e-mail to the address of each Member as the Member has supplied. Whenever notice of a meeting is required to be given to Members under applicable law, the Articles of Organization, or these Bylaws, a written waiver of notice, executed before or after the meeting by a Member (or his or her duly authorized representative) and filed with the records of the meeting, shall be deemed equivalent to such notice.
4.4 Quorum; Voting. A majority of the Members present in person or by proxy shall constitute a quorum. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting by a majority of votes cast upon the question, and the meeting shall be held as adjourned without further notice. At all meetings, each Member shall have one vote on every matter considered, as follows: an individual who joins as a Member shall have one vote; a family (4 individuals in the same household) that joins as Member shall have one vote; an organization that joins as a member shall have one vote; and a student with a valid ID or a senior citizen over the age of 60 who joins as a member shall have one vote. The vote of a majority of the Members present or represented at the meeting shall decide any matter brought before the meeting, except when a larger vote is required by law, the Articles of Organization or these Bylaws. Members may vote by written proxy dated not more than six (6) months before the meeting named, which shall be filed with the Recording Secretary of the meeting before being voted.
Article 5. Board of Directors
5.1 Establishment and Duties. The Center shall have a Board of Directors (each, a “Director” or more than one, “Directors”). Except to the extent reserved to the Members by law, the Articles of Organization, or these Bylaws, the business, property and affairs of the Center shall be managed by the Directors, who may exercise all the powers of the Center. Such powers shall be exercised consistently with the purposes of the Center as set forth in the Articles of Organization and these Bylaws. Except as otherwise provided by these Bylaws, the Directors shall have the power to authorize the Center to purchase, lease, and sell such property, and to make such contracts and agreements as they deem advantageous. The Directors may determine the compensation and duties, in addition to those prescribed by the Bylaws, of all Directors, Officers, agents, and employees of the Center. In the event of a vacancy on the Board, the remaining Directors may exercise the powers of the full Board until the vacancy is filled. A Director must be a resident, own a business, or have a vested interest in the Town of Oxford. A vested interested may include but is not limited to having an organizational tie, child living in the town, or a former resident. This is at the discretion of the current directors.
5.2 Election of the Board of Directors
a) There shall be not more than seven (7) and not less than three (3) Directors of the Center. Directors shall be elected at the annual meeting of the Members, and their terms shall begin on September 1. The Board shall consist of those Members elected to the offices of President, Clerk, and Treasurer, plus no more than four (4) additional Directors. The Board may also elect to create the positions of Vice President and Assistant Clerk or any other position approved by the Board. Except as indicated in this Article 5 and in Article 7.2 below, each Director shall serve for a term of three (3)-years and shall be eligible for re-election for four (4) additional three (3)-year terms. When at all possible, the Board shall endeavor to maintain an odd number of Directors. A Director need not be a Member of the Center prior to his/her election to the Board. Any questions concerning eligibility shall be decided by the Board holding office at the time of the election concerned.
b) Of the four (4) Directors in office at the time of amendment of these Bylaws, the President and Clerk shall have a term of one (1) year, and the Treasurer and other Director shall each have a term of two (2) years. Of the additional Directors, if any, elected by the Directors thereafter, approximately one half (½) shall serve a term ending at the annual meeting of 2009, until their successors are elected, and the other one half (½) shall serve a term ending at the annual meeting of 2010, until their successors are elected.
c) At the annual meeting of 2009, the Directors shall elect new (or re-elect) Directors to fill the positions of the President and Clerk and the additional Directors, if any, whose terms have also expired. Each of the Directors elected (or re-elected) to fill these positions shall serve a term of three (3) years until their successors are elected.
d) At the Annual Meeting of 2010, the Directors shall elect new (or re-elect) Directors to fill the positions of Treasurer and the additional Directors, if any, whose terms have also expired. Each of the Directors elected (or re-elected) to fill these positions shall serve a term of three (3) years until their successors are elected.
e) Thereafter, every Director shall serve a full term of three (3) years until his or her successor is elected. Any vacancies in the offices of Directors may be filled by the Directors at any meeting.
5.3 Resignations. Any Director may resign by giving written notice to the President or the Clerk or the Center at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
5.4 Removals. A Director may be removed by a vote of a majority of the Directors after thirty (30) days notice of the Board’s intent to remove has been given to the Director. Any Director who fails to attend five (5) consecutive meetings of the Board without sufficient excuse may be removed from the Board in this fashion. A Director’s removal shall be effective upon receipt of the notice by the Director unless specified to be effective at some other time.
5.5 Vacancies. Any vacancy in the Board may be filled by the Members at any meeting.
Each such successor shall hold office for the unexpired term until his or her successor is chosen, or until he or she sooner resigns or is removed. The Directors shall have all their powers notwithstanding the existence of one or more vacancies in their number.
5.6 Honorary Directors. The Board may designate any person as an Honorary Director of the Board. Such designation may be granted to those persons who have rendered distinguished or exemplary service to the Center. The Board may also declare a past Director as a Director Emeritus. Any person declared Director Emeritus shall hold the title for life and shall retain a lifetime membership in the Center, with all rights and privileges of regular Members. As such, he/she may attend Board meetings and speak to issues of concern to the Center, although he/she shall have no right to make motions or to vote.
Article 6. Meetings of the Board of Directors
6.1 Annual Meeting. The annual meeting of the Directors shall be held each year immediately before and at the place of the annual meeting of the Members, at which the Board is elected. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all force and effect of an annual meeting. At the annual meeting, a reporting of the previous year’s activities will be given by the President and Treasurer and the Directors shall elect the President, Vice President, Clerk, Assistant Clerk, Treasurer and any other Officers of the Center.
6.2 Regular Meetings. Regular meetings of the Directors may be held at such times and places as the Directors may determine.
6.3 Special Meetings. Special meetings of the Directors may be held at any time and place when called by the President or one or more Directors.
6.4 Place of Meetings. All meetings of the Directors shall be held in The Commonwealth of Massachusetts or at any such other place within or outside of the United States as shall be fixed by the President or by the Directors.
6.5 Notice of Meetings. A written notice stating the place, day and hour of any meeting of the Board shall be given to each Director by mail, facsimile, phone, e-mail, or other electronic means at least three (3) business days before the meeting date, addressed to the Director at his or her usual or last known business or residential address. Notice need not specify the purposes of the meeting unless required by law, the Articles of Organization, or these Bylaws, or unless there is to be considered at the meeting (i) a contract or transaction of the Center with “interested persons” (as defined in Article 12 below), or (ii) removal or suspension of an Officer or Director.
6.6. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by him or her (or his or her duly authorized representative) before or after the meeting is filed with the records of the meeting, or to any Director who attends the meeting without protesting the lack of notice to him or her, before or at the commencement of the meeting.
6.7 Quorum. At any meeting of the Board, a majority of the Directors then in office shall constitute a quorum, but a smaller number may adjourn a meeting from time to time without further notice.
6.8 Action by Vote. When a quorum is present at any meeting, a majority of the Directors present and voting shall decide any question, including election of Officers and appointment or election of committees, unless otherwise provided by law, the Articles of Organization, or these Bylaws.
6.9 Action by Writing. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board. Such consents shall be treated for all purposes as a vote at a meeting.
6.10 Presence through Communications Equipment. Unless otherwise provided by law, members of the Board may participate in any meeting of the Board by means of a conference telephone or video or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Article 7. Officers
7.1 Number and Qualification. The Officers of the Center shall be a President, Clerk, and Treasurer, and such other Officers as the Directors may determine. The Center may also have such agents, if any, as the Directors may appoint. The Clerk or Assistant Clerk shall be a resident of Massachusetts unless the Center has a resident agent duly appointed for the purpose of service of process. A person may not hold more than one office at the same time.
7.2 Election and Terms
a) The Officers shall each be elected every one (1) year by a majority vote of the Board at its annual meeting, and shall each serve a one (1)-year term until the next annual meeting and thereafter, until their successors shall have been elected or, in each case, until either of them sooner dies, resigns, is removed, or becomes disqualified.
b) Additional Officers, if any, may be elected by the Directors at any time. Officers may succeed themselves up to a total number of six (6) years of service.
7.3 General Duties. The Officers are the leaders of the Center. They are expected to exercise imagination and administrative skill in bringing the Center’s effectiveness to newer and higher levels during their terms in office. The President should especially seek to maintain the Center as an active and vigorous organization with programs that carry forward its objectives and serves it Members. He/she should seek to motivate its Officers and the chairpersons of committees to perform their roles with a high degree of competence and to encourage its Members to participate in its programs.
7.4 President. Unless the Directors specify otherwise, the President shall be the chief executive officer of the Center and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Center. The President shall call and preside at all meetings of the Members and of the Board; exercise day-to-day management of the Center; see that the other Directors follow through on given responsibilities and assignments; serve as Chair of the Executive Committee, appoint chairpersons of committees, subject to the approval of the Board; and perform such other duties as required by the Board.
7.5 Vice President. The Vice President shall have all the powers and duties of the President during the absence of the President or during the President’s inability to act. The Vice President shall have such other duties and powers as designated by the Directors or the President.
7.6 Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the Center. He or she shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he or she shall keep full and accurate reports thereof. He or she shall also prepare or oversee all reports and filings required by The Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. He or she shall have such other duties as may be designated by the Directors or the President. During the absence, the disability, or the inability of the Treasurer to perform his or her duties, an appointed alternate shall perform such duties.
7.7 Clerk and Assistant Clerk. The Clerk and/or Assistant Clerk shall set meeting agendas and record and maintain records of all proceedings of the Directors and the Members in books kept for that purpose, which shall be kept within The Commonwealth at the principal office of the Center or at the office of the Center’s resident agent. Such books shall also contain record of all meetings of incorporators and the original or attested copies of the Articles of Organization and Bylaws and names of all Directors and Members and the address of each and membership fees paid. If the Clerk is absent from any meeting of Directors, the Assistant Clerk shall exercise the duties of the Clerk at the meeting. During the absence, the disability, or the inability of the Clerk to perform his or her duties, the Assistant Clerk shall perform such duties. The Clerk will annually submit to The Commonwealth the required Certificate of Change of Directors or Officers of Non-Profit Corporations.
7.8 Resignations. Any Officer may resign at any time by giving written notice to the President, the Clerk or the Center at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
7.9 Removals. Any Officer may be removed with or without cause by a vote of a ⅔ majority of the Directors. An Officer may be removed for cause only after notice of the removal has been given to the Officer with the specific purpose for removal stated. The Officer must be given an opportunity to be heard before the Board.
7.10 Vacancies. The Directors shall elect a successor if the office of the President, Vice president, Clerk, Assistant Clerk or Treasurer becomes vacant, and may elect a successor if any other office becomes vacant. Each such successor shall hold office for the unexpired term until his or her successor is elected, or until he or she sooner dies, resigns, is removed, or becomes disqualified. The Officers shall have all their powers notwithstanding the existence of one or more vacancies in their number.
7.11 Honorary Officers. The Board may designate any person as an Honorary Officer of the Board. Such designation may be granted to those persons who have rendered distinguished or exemplary service to the Center. The Board may also declare a past Officer or Director as an Officer Emeritus. Any person declared Officer Emeritus shall hold the title for life and shall retain a lifetime membership in the Center, with all rights and privileges of regular Members. As such, he/she may attend Board meetings and speak to issues of concern to the Center, although he/she shall have no right to make motions or to vote.
Article 8. Committees
8.1 Election and Delegation. The Directors may elect or appoint one or more committees, which may consist of Members who are Directors and Members who are not Directors. The Directors shall determine the make-up of each committee, term of membership, eligibility for reappointment, and committee chairs. All committees shall act through recommendations to the Board, and such recommendations shall take effect if approved by the full Board. Unless the Directors otherwise determine, the Executive Committee shall have all of the powers of the Directors during intervals between meetings of the Board, except for the following powers:
• change the principal office of the Center
• amend the Bylaws
• elect Officers
• change the number of the Board and to fill vacancies in the Board
• remove Officers or Directors from office
8.2 Committee Meetings. Unless the Directors otherwise determine, committee meetings shall be held at such places and at such times as the chair of such committee shall determine. The provisions of Article 6 regarding notice of meetings, quorum, action by vote, and action by writing shall apply to committee meetings as nearly as may be, with the terms “committee” or “committee member(s)” substituted for “Board of Directors” or “Director(s).” The members of any committee shall remain in office at the pleasure of the Directors. A committee member who is absent, without notice, for more than three (3) successive meetings of the committee shall be considered to have resigned. Chairpersons of committees who are not Directors may be invited to attend Board meetings as appropriate, and may speak but not vote.
8.3 Standing Committees. The Center shall have the following standing committees:
a) The Executive Committee, which shall include the President, who shall serve as Chair, the Vice President, the Clerk, the Treasurer and up to one (1) other elected Director.
b) The Outreach Committee, which shall develop and implement strategies for developing a broad-based membership for the Center. The Outreach Committee shall recommend to the Board a strategic outreach campaign and shall enlist Directors, Officers, Center staff, Members and other volunteers to assist in the campaign.
c) The Programming Committee, which shall provide advice to the Center on the wide variety of programming available, whether through production or acquisition, to address the interests and needs of Oxford residents, institutions and organizations. The Programming Committee shall (i) review and evaluate the allocation of channel space that the Center manages, operates and otherwise aids in scheduling; (ii) subject to the direction and approval of the Board, coordinate the operation of such space with the operation of the cable television system; (iii) annually recommend to the Board revisions to the long-range plan of the Center; (iv) recommend to the Board a procedure for the development and evaluation of strategies to maximize the quantity and quality of original programming produced or fostered by the Center; (v) review and recommend to the Board proposals for grant funding, and thereafter monitor such grants; and (vi) report regularly to the Board all programming and channel operation activities of the Center.
8.4 Other Committees. Upon recommendation of the Executive Committee, the Board may appoint such additional standing committees as it determines appropriate and shall have the power to appoint and delegate some of its powers to one or more of such committees, except as otherwise provided by law, the Center’s Articles of Organization, or these Bylaws.
9. Executive Director and Staff
The Board may authorize such staff positions as may be necessary in the conduct of the business of the Center, including an Executive Director. The Executive Director shall have the authority and responsibility to manage and operate the Center’s affairs in accordance with the general policies and directions specified by the Board, shall supervise the daily operations of the other employees, if any, and shall have additional authority and duties as the Board may from time to time prescribe. All such policies, directives and duties shall be communicated to the Executive Director by the President or by the chairperson of the Personnel Committee. The Executive Director shall report to and be directly responsible to the Board of the Center. The Executive Director shall be entitled to compensation for his or her services. The Board shall negotiate a contract with the Executive Director specifying salary, initial term of service, renewal and other provisions as appropriate. The Executive Director shall not be deemed a Director or Officer of the Center or a member of the Executive Committee.
Article 10. Documents of the Center
10.1 Execution of Papers. Except as the Directors may authorize otherwise, all checks, contracts, deeds, leases, bonds, notes, and other obligations made, accepted or endorsed by the Center shall be signed by the President or the Treasurer of the Center and one other individual who has been authorized by the Board (in full or in part) to be a signatory.
10.2 Corporate Records. The original or attested copies of the Articles of Organization, these Bylaws and records of all meetings of the Directors shall be kept in Massachusetts at the principal office of the Center or at an office of the Center’s resident agent, if any, in Massachusetts. Such copies and records need not all be kept in the same office, but they shall be available at all reasonable times to the inspection by the representative of any Member for any proper purpose relative to the interests or activities of the Center.
10.3 Recordable Instruments. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Center by the President, the Vice President or the Treasurer, shall be binding on the Center in favor of any purchaser or other person relying in good faith on such instrument, notwithstanding any inconsistent provision of the Articles of Organization, these Bylaws, or resolutions or votes of the Center.
Article 11. Compensation
Directors shall be entitled to receive for their services such amount, if any, as the Directors may determine, including expenses of attendance at meetings. Subject to the Articles of Organization and Article 12 below, Directors shall not be precluded from serving the Center in any other capacity and receiving compensation for any such services.
Article 12. Conflicts of Interest
12.1 Recusal. A Director may recuse him or herself from voting or from participating in a meeting at any time that such Director believes that he or she may have a conflict of interest with respect to a matter before the Board, or that he or she is an “interested person,” and that voting or participating in deliberations on such matter would not be appropriate in the circumstances. Such Director shall disclose to the Board the reasons for such recusal. For purposes of these Bylaws, an “interested person” is a Director, a member of a Director’s family, or a business associate of a Director, who has a material financial interest in a contract or transaction to which the Center is to be a party.
12.2 Financial Interests. No contract or transaction between the Center and one or more of its Directors, or between the Center and any other corporation, partnership, association, or other organization in which one or more of the Center’s Directors are directors or officers or have a financial or other interest, shall be void or void-able solely for this reason, or solely because such Director is present at or participates in the meeting of the Board or committee thereof that authorize the contract or transaction, or solely because his or her votes are counted for such purpose, nor shall any Director be under any liability to the Center on account of any such contract or transaction provided:
a) The material facts as to the Directors’ relationship or interest as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors; or
b) The contract or transaction is fair as to the Center as of the time it is authorized, approved or ratified by the Board, a committee of the Board, or otherwise by the Center.
Article 13. Indemnification of Directors
13.1 Directors, Officers, Employees and Committee Members. the Center shall, to the extent that the status of the Center as an organization exempt under the Code is not affected thereby and to the extent legally permissible, indemnify each of its Directors, Officers and employees (each, an “Indemnitee”), against all expenses and liabilities, including reasonable counsel fees, incurred by or imposed upon the Indemnitee in connection with any claim, action, suit, or other proceeding or investigation, whether civil or criminal and including appeals (a “Proceeding”), in which the Indemnitee may become involved, by reason of his or her having acted on behalf of the Center in any activity authorized by the Center. Such indemnification shall include payment by the Center of reasonable expenses incurred in defending a Proceeding, upon receipt of an understanding by the Indemnitee to repay such payment if he or she shall be adjudicated not to have acted in good faith and in the reasonable belief that his or her action was in the best interests of the Center. The Indemnitee shall, as a condition precedent to the Indemnitee’s right to be indemnified hereunder, give to the Center written notice as soon as practicable of any set of facts for which indemnity could or will be sought pursuant to this Article 13.
13.2 Other Agents. The Board may, by general vote or by vote pertaining to a specific agent or class thereof, authorize indemnification of the Center’s agents, other than those persons included above as Indemnitees, to whatever extent the Board may determine. As used herein, the term “Indemnitee” shall include all persons for whom the Board so authorizes indemnification, subject to the specific terms of such authorization.
13.3 Other Rights and Remedies. The indemnification provided by this Article 13 shall not be deemed exclusive of any other rights to which any Indemnitee may be entitled while holding office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of his or her heirs, executors and administrators. All rights to indemnification under this Article 13 shall be deemed to be in the nature of a contractual obligation of the Center bargained for by each Indemnitee who serves in such capacity at any time while these Bylaws and other relevant provisions of law are in effect. No repeal or modification of these Bylaws shall adversely affect any such rights or obligations then existing with respect to any facts then or until that time existing, or any Proceeding until that time or thereafter brought based in whole or in part upon any such facts. The Center shall also indemnify any Indemnitee for reasonable attorneys’ fees, costs and expense in connection with the successful enforcement of the Indemnitee’s right under this Article 13.
13.4 Insurance. The Board may authorize the purchase and maintenance of insurance in such amounts as the Board may from time to time deem appropriate, on behalf of any person who is or was an Indemnitee, against any liability incurred by such Indemnitee in any such capacity, or arising out of such person’s status as Indemnitee, whether or not such person is entitled to indemnification by the Center pursuant to this Article 13 or otherwise and whether or not the Center would have the power to indemnify the person against such liability.
Article 14. Amendments
These Bylaws, or any provision hereof, may be amended or repealed by the affirmative vote of two-thirds (⅔) of the Members present at any meeting of Members, provided that the substance or effect of the proposed amendment or repeal has been stated in the notice of such meeting.
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