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HomeMy WebLinkAbout3.2 Community TV Corporation CITY OF DUBLIN /050- 50 AGENDA STATEMENT City Council Meeting Date: June 26, 1986 SUBJECT: Report from City Manager Regarding Community Television Corporation EXHIBITS ATTACHED: Community Television Corporation Bylaws; Excerpt from Franchise Agreement; Memorandum from Darla Stevens dated March, 1986. RECOMMENDATION: 11 Direct Staff to request that Viacom release $1,000 for maintenance and repair of local cable casting equipment and facilities for 1986 2) Approve the concept of amending the Community Television Corporation Bylaws to permit addition of the City of San Ramon as well as designation of two representatives from each of the four cities included on the Board of Directors of the Corporation. 3) Determine method of designating an additional representative from the City of Dublin. FINANCIAL STATEMENT: Viacom Cablevision is required to annually pay the City a grant of $1,000 for the purpose of maintaining and repairing the local access cable casting equipment and facilities. These funds are needed by the Community Television Corporation in order to continue operating on a short-term basis past the end of the Fiscal Year. DESCRIPTION: On January .l, 1986, the City's franchise agreement with Viacom Cablevision became effective. One provision of this agreement provided that the cable company would provide to the City an annual grant of $1,000 for the term of the franchise for maintenance and repair of local casting equipment and facilities. The City has not yet .requested that Viacom pay this grant. During the last month, the City Managers of Dublin, Livermore, Pleasanton, and San Ramon met with representatives from the Community Television Corporation, as well as the Amador Valley Joint Union High School District to discuss the various options available to the cities in the provision of a local access cable television studio, as well as the operation of that studio. In addition, representatives from the cities of Dublin, Pleasanton, and Livermore, who sit as the Board of Directors on the Community Television Corporation met to discuss those same issues. Both groups were informed that Community Television Corporation would not have sufficient operating revenues to continue their services beyond June 30, 1986. It was the conclusion of both groups that it would be desirable for the cities to request their $1,000 annual local access maintenance and repair grant from Viacom so that Community Television Corporation could continue providing services during the next couple of months. It was also agreed that no .long-term decisions be made with respect to the permanent location of a studio and any .long-term operating subsidies to Community Television Corporation until the bylaws could be amended to include the City of San Ramon. It is the recommendation of the Community Television Corporation, as well as Staff, that the City Council (1) direct Staff to request that Viacom Cablevision pay the City the $1,000 maintenance and repair grant for 1986; (2) approve in concept the addition of the City of San Ramon to the Community Television Corporation; (3) approve in concept the designation of two representatives of each city to sit on the Board of Directors for the Community Television Corporation. ----------------------------------------------------------------------------=- Viacom Cablevision ITEM NO.�� COPIES T0: !Darla Stevens , _ t"7V '�r,.�:s, f �`ttR� ��'�8' S�r�+rjr`47c-1 n 7 8a rs""l"*$i�.. �."°�M°�° 'tty'w(,i +ts�"a ��_9y, °—a-J,�'g-i Q��"^ �X"r +""E' '`4."r"7k,^'�'•,� :'�'.Q+'�°['''X�•�./''#s e:— --- ., ..:�� 4.....-� ,:':. .v ,dh... .°•�'.>t�-:�a�"`'.;.a,:.. y;,�...r"t�l._.Jk?` a ��;.i i jS_•xif`:�i E���s..ai1�,�`�.�..ilY..���`.,��5,`.r..��A�...L:�.�`'.F'.��2..3't,c.._... ... BY-LAWS FOR THE CONDUCT OF BUSINESS OF TRI-VALLEY COMMUNITY TELEVISION CORPORATION ARTICLE I Name , Organization and Purpose , Principal Office Section 1 .01 . Name. The name of this corporation is Tri-Valley Community Television Corporation (Corporation) . Section 1 .02 . Organization, Purpose and Use of Funds. The Corporation is a nonprofit corporation organized under the General Nonprofit Corporation Law of the State of California to promote and help coordinate the production of community service television in the Tri-Valley area and to oversee the disbursement of such funds as may come under its control . The corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above , and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall con- sist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corpora- tion shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The property of this corporation is irrevocably dedicated to charitable purposes , and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissol.ution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distri- buted to a nonprofit fund , foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under section 501( c) ( 3 ) of the Internal Revenue Code. Section 1.03 . Principal Office. The principal office of the Corporation shall be City of Livermore, 1052 South Livermore Avenue, Livermore, California 94550 . The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these By-Laws opposite this section, or this section may be amended to state the new location. ARTICLE II Directors Section 2 . 01 . Number of Directors , Term of Office. The Board of Directors shall consist of three ( 3 ) persons who shall be the following : A. A representative of the City of Livermore to be appointed by the Livermore City Council ; B. A representative of the City of Pleasanton to be appointed by the Pleasanton City Council ; and C. A representative of City of Dublin to be appointed by the Dublin City Council . Each director shall serve a two (2 ) year term. A City Council may reappoint its director an unlimited number of times. mhe number of directors may be changed by amendment of this By-Law; provided , however, that the City Councils of Livermore , Pleasanton, and Dublin have first approved of the change and further, that there shall never be less than three ( 3 ) directors. The three ( 3 ) persons executing the original Articles of Incorporation of the Corporation shall serve as directors until the regular meeting to be held on the first Thursday of September, 1983 , thereafter until the appointment of their successors . Section 2 . 02 . Organization Meetinq . The Board of Directors shall hold organization meetings as required at which the directors shall elect from their number a President and a Vice President. In addition, the Board of Directors shall elect a Secretary/Treasurer and may elect such subordinate officers as they may determine, none of whom need to be a member of the Board. Each officer shall hold office until the election of his successor or until his death, resignation or removal . Section 2 . 03 . Place of Directors' Meetings. Meetings of the directors shall be held at such place in the Tri-Valley or elsewhere as may be designated from time to time by the Board of Directors. Section 2 .04 . Regular Meetings. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings. Notice of regular meetings need not be given. (3 ) Section 2 .05 . Special Meetings, Notice , Waiver. A special meeting of the Board of Directors shall be held whenever called by the President, or if he is absent or unable to act, by the Vice President, or by any two ( 2) directors. Written notice of each such meeting shall be delivered personally to each director or sent to each director by mail or by telegram, charges prepaid, at least one day before the day on which the meeting is to be held. Notice of adjournment of a meeting need not be given to absent directors if the time and place are fixed at the meeting adjourned . The transactions of any meeting of the Board of Directors, however called and noticed and where held , shall be as valid as though had at a meeting duly held after regular call and notice, if an quorum be present and if, either before or after the meeting , each of the directors not present signs a written waiver of notice or a consent to holding such -meeting or an approval of the minutes thereof. All waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting . Section 2 . 06 Quorum and Manner of Action. At all meetings of the Board of Directors a majority of the directors in office at the time , present in person at such meeting, shall be sufficient to consitutute a quorum. Unless a greater number is expressly required by statute or by these By-Laws. Every act or decision done or made by a majority of the directors present at a meeting duly held, at which a quorum is present and acting, shall be regarded as the act of the Board of Directors. (4 ) C Section 2 .07 . Conduct of Meetings. The President, or in his absence, the Vice President, or in the absence of the Vice President, a chairman chosen by a majority of the directors present, shall preside. Section 2 .08 . Resignations and Vacancies. Any director of the Corporation may resign at any time by giving written notice to the President or to the Board of Directors. Such resignation shall take effect at the time specified therein and , unless otherwise specified therein, the acceptance of such resignation . shall be necessary to make it effective. A vacancy or vacancies in the Board shall be deemed to exist in the event of the death, resignation or removal of any director. Section 2 .09 . Compensation of Directors. No director shall be entitled to receive any compensation for serving as a director or an officer of the Corporation. ARTICLE III Powers of Board of Directors Section 3 . 01 . General Powers of Board of Directors. Subject to the express provisions of these By-Laws as to action to be authorized or approved by the directors, all corporate powers shall be exercised by or under the authority of, and the business, property and affairs of the Corporation shall be controlled by, the Board of Directors. No director shall be ( S ) responsible for any error in judgment or for anything that he may do or refrain from doing in good faith. Section 3 .02 . Disbursement of Funds. Funds may be disbursed consistent with the purposes of the Corporation and shall require the signatures of two members of the Board of Directors or one member of the Board of Directors and the Secretary/ Treasurer. ARTICLE IV Officers Section 4 .01 . Number and Qualifications. The officers of the Corporation shall be a President, a Vice President, a Secretary/Treasurer and such subordinate officers as the Board of Directors may designate. Only directors shall be qualified to hold the office of President and Vice President, but the Board of Directors may appoint any person, whether or not a director of the corporation, to hold the office of Secretary/Treasurer or any subordinate office. Section 4 . 02 . Election, Term of Office . Each officer shall be elected by the Board of Directors and shall hold office until his successor shall have been elected or until his death or until he shall resign or be removed in th manner hereinafter provided .. (6 ) Section 4 . 03 . Resignations. Any officer may resign at any time by giving written notice to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein and , unless otherwise specified therein, the acceptance of such resignation shall not be necesary to make it effective. Section 4 .04 . Vacancies. A vacancy in any office because of death, resignation, removal , disqualification or any other cause, shall be filled in the manner prescribed in these By-Laws for regular appointment or election to such office. Section 4 .05 . President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation, subject, however, to the control of the Board of Directors. He shall preside at all meetings of the members and of the Board of Directors. He may sign and execute , in the name of the Corporation, contracts, and other instruments duly authorized by the Board of Directors, and generally shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board of Directors. Section 4 .06 . Vice President. At the request of the President, or in case of his absence or disability, the Vice President shall perform all duties of the President and, when so acting , shall have all the powers of, and be subject to all restrictions upon, the President. In addition, the Vice (7) President shall perform such other duties as may from time to time be assigned to him by the Board of Directors or the President. Section 4 . 07 . Secretary/Treasurer. The Secretary/Treasurer shall : ( a) Certify and keep at the office of the Corporation, or at such other place as the Board of Directors may order, the original or a copy of the By-Laws, as amended or otherwise altered ; (b) Keep at the office of the Corporation, or at such other place as the Board of Directors may order, a book of minutes of all meetings of the directors, recording therein the time and place of holding , whether regular or special , and if special , how authorized, the .notice thereof given, and the proceedings thereat; ( c) See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (d) Be custodian of the records of the Corporation; ( e) Exhibit at all reasonable times to any director, upon application, the By-Laws and minutes of the proceedings of the directors of the Corporation; ( f) Receive and have charge of all funds of the Corporation and shall disburse such funds only as directed by the Board of Directors; (8) (g) Forward, no later than thirty ( 30) days after the close of a fiscal year, an annual report of the Corporation' s financial status to each of the directors of the Corporation; ( h) In general , perform all duties of the office of Secretary/Treasurer and such other duties as may from time to time be assigned to him by the Board of Directors or the President. Section 4 . 08 . Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board of Directors or the President. ARTICLE V Dissolution Section 5 . 01 . The Corporation shall not be voluntarily dissolved except by the affirmative vote of two-thirds ( 2/3) of all directors. In the event of dissolution of the Corporation in any manner and for any cause, after the payment of all debts and liabilities, all of the remaining funds , assets and properties of the Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under section 501( c) ( 3 ) of the Internal Revenue Code. This article may not be amended . (9) a ARTICLE VI General Section 6.01 . Fiscal Year. The fiscal year of the Corporation shall begin July 1 and end June 30 of each year, except the first fiscal year which shall run from the date of the incorporation to June 30 , 1983 . ARTICLE VII Amendment of By-Laws Section 7 .01 . Any of these By-Laws, unless otherwise provided by statute or these. By-Laws, may be amended or repealed and new By-Laws may be adopted by vote of a majority of the directors. ( 10) TRI-VALLEY COMMUNITY TELEVISION CORPORATION SECRETARY' S CERTIFICATE The undersigned hereby certifies that he is the Secretary of Tri-Valley Community Television Corporation, a non-profit corporation organized under the laws of the State of California; that the foregoing is a full , true, and correct copy of the By-Laws of said corporation, which By-Laws are in full force and effect as of the date hereof. DATED: S (Seal ) 13 - (b) Grant funds for these PEG access facilities shall be provided as follows : ° $25 , 000 within sixty (60) days after the effective date of this Agreement. $20 ,000 within one (1) year after the effective date of this Agreement. ° $10 , 000 .within two ( 2) -years after the effective date of this Agreement. (c) Grantee shall provide an annual grant of One Thousand Dollars ($1, 000) for the term of the franchise for maintenance and repair of PEG cablecasting equipment and facilities . This grant shall not be chargeable to franchise fees . (d) Grantee shall make available , for PEG access , the use of a mobile studio van, for at least five (5) hours per week . The use of the van shall include Grantee technical personnel necessary to properly supervise the operation of the van and equipment. 5 . 6 Interconnection. Upon Grantor request, Grantee shall negotiate in good faith to interconnect the cable television system with neighboring cable systems in the future . Within six (6) months of a Grantor request, Grantee shall report to Grantor the results of the negotiations . 5 . 7 Emergency Alext Capability . Grantee shall provide an emergency audio override capability to permit Grantor to interrupt and cablecast an audio message on all channels simultaneously in the event of disaster or public emergency . R � cc � � � © From Darla Stevens March 1986 COMMUNITY TELEVISION The attached Operations Budget and Equipment List- is for the entire cable system, valley wide. Separate franchisors must determine portion according to number of subscribers. VALLEY HAS SEPARATE IDENTITY FROM SAN FRANCISCO This growing area needs a well -equipped, professional , attractive, strong local channel and production center for public information, local coverage, and public service, The " IN-HOUSE" ADVANTAGE a. Just as corporations use television for training and presentations, the public agencies in government and education can best utilize television through the " in-house" approach. With the resources and potentials already in place, there is now an opportunity to formalize the center under public policy, so that training, instructional television, and presentation tapes can be made by government and education at lowest possible cost. b. Just as PBS and C-span present governmental , cultural , and educational material that would not otherwise be on television, so can the local cities guarantee local public service programming with cable revenues, under the guidance of public policy through the Board of the ( future expanded) Non-Profit Tri-Valley Community Television. C. With a strong production center , with equipment and staff in place, the Non-profit can offset expenses , create a greater capability, by adding revenues from fees-for-services. COMPARISON CHART CITY CABLE REVENUES (Based on 10, 000 Subscribers ) Annual fees to city prior to renegotiation (Based on 2% of Basic only) $24, 000 Annual amount spent ( Liv. 5, 000) in support of public ( P1eas. 5. 000) service television ( Dub. =0- ) prior to ( S. R. -0- ) renegotiation Annual amount to city after renegotiation $90, 000 Based on 5% of all cable revenues) Annual amount requested for operations for local public service $36, 000 community television after renegotiation per city (based on 10, 000 subscribers per city) BUDGET CHANNEL 30 PERSONAL SERVICES Full Time (4) $78, 000 Administrative/Technical /Production Studio Management/Community-interface- Outreach/Training and Assistance Fundraising Fart-Time and Special Projects (4) 39, 000 Cablecasters/Part-time producers OPERATIONS : Studio Rental 3, 600 Set 2, 500 Telephone 1 , 400 Printing 1 , 000 Office Supplies, Postage 900 Videotape Stock 3, 500 Computer accessories 3, 000 Newsletter ; outreach 4, 000 Operations Total :, 19, 900 PERSONAL SERVICES PLUS OPERATIONS : $136. 900 RECOMMENDED CAPITAL EXPENDITURES Reported by Darla Stevens Studio Equipment 3 cameras (DXC M3A' s , 3 ccu, $ ) 23. 850 1 Special Effects Generator and Switcher 3, 000 3 Tripods (Fluid Heads, dollys ) 4, 500 1 Character Generator Chyron VP2) 7, 000 1 Waveform Monitor 1 , 215 1 Vectorscope 1 , 431 2 Time Base Correctors 10, 000 3 B1 . & Wh. Monitors 500 2 Color Monitors 800 6 Intercoms 600 1 Audio Mixer 650 6 microphones @ 50 ea 300 1 Sony 5800 3/4" Recorder/Player 3, 250 1 lighting grid 1 , 000 1 Computer ( graphics ; tape log ; word process/script) 2, 500 1 Teleprompter 4, 000 1 Satellite Receiver 2, 500 1 microwave transmitter receiver, mini- link 1 , 000 � l'-FIELD EQUIPMENT 2 cameras (KY 110) 6, 000 1 5" portable monitor 400 2 Tripods (Fluid head) 2, 300 i recorder i���� a t ,P__tX'ds--,. Jq" 000 1 portable SEG 1 , 800 6 batteries 600 3 lights 300 1 portable Audio Bd. 70 10 microphones @ 20 ea. 200 1 13" monitor 500 / i� l1O POST-PRODUCTION EQUIPMENT 1 EAGLE 15, 000 1 SONY 5850 5, 225 1 SONY 5800 3, 250 . 4 MONITORS 1 , 400 JVC VHS decks and controller 4, 700 Dual Unit TBC 6, 000 PRODUCTION VEHICLE 15, 000 Built-in Racks, Generator 1 , 500 OFFICE EQUIPMENT: ( if needed) Typewriter 500 copier 2, 000 phones ( two line) 600 / G+ C TOTAL: _ COMMUNITY TELEVISION MILESTONES 1Q76 Regular programming begi.ns. Location footage, Edited! Black and white. "THE CABLE, CONNECTION" Included our bicentennial, candidates nights, soccer, etc. 1977 City of Pleasanton requires Viacom purchase of editing equi_v- ment. Programming continues on a regular basis. 1979 County requires Viacom purchase of color camera and VCR. "VALLEY MAGAZINE" begins. "LET'S TALK SPORTS" begins. Candidates./voter education continues. Soccer coverage continues. 19ti1 Commi,tte formed to gather background information to prepare city councils for renegotiation of cable franchise contract. 1V8z Funding for Community Television begins with approx. S5,000 per year from Livermore from new Viacom fund created by deregulation. Regular programming continues. Livermore Ai.r Show. 1y493 Funding begins from Pleasanton with apvroxi.mately $5,0110 per year created by mini-extention of Pleasanton franchise and a like amount of funding. Programming has now increased to twelve regular generic programs, includi.ng "MAYORS' REPORT" and "CHIEFS CORNER" 19b5 New Franchise Contract signed with Viacom. Indludes allotment for capital expenditures for equipment, etc. , and higher level of cable franc�lkse fees. , C RECOMMENDATION for CHANNEL 30 / PRODUCTION CENTER Community Television recommends that : The CITIES : take a proprietary interest in the service and capabilities of the channel and the production center. BASED ON. . . their position as governments withan interest in local media coverage . and a desire to enhance communication--and citizen involvement. . . and their position as franchisors to the cable contract, with concerns for optimizing subscriber services. THROUGH. . . their designated appointees to the non-profit board, subject to review and revision. IN ORDER TO. . . achieve a visible, powerful , recognized channel and production center with large viewership and commenity awareness . HARNESSING THE POWER OF TELEVISION LOCALLY TO. . . have a video production center to produce on an " in-house" basis (at a lower non-profit rate) those coming needs for presentation tapes, training tapes , and informational tapes for government/public service. c r 1 . Produce presentation and training tapes for government/public service, on an " in-house" basis at far lower non-profit costs of production in your production center . 2. Produce programming specific to valley content and interests : public affairs , cultural events, sports, performing arts, news, education, voter information, health issues. etc. 3. Use the channel for emergency public information. 4. Use the channel for government public information. S. SPECIFIC PROGRAM POTENTIALS : "HIGH PERFORMANCE" A program for featuring performing artists of the valley in cooperation with community organizations such as the cultural arts councils . "COLLEGE BOWL - EBAL" A college-bowl type academic play-off among valley high schools . "TELETHON" the ability to hold telethons and other television campaigns to address local needs . "LOCAL NEWS" nightly news program which would bring local valley news to television for the first time. This program would undoubtedly attract viewers , and would provide them with a useful service for their cable fees. This format would be under public policy and public service goals. "AFTER-SCHOOL HOMEWORK HOTLINE" create a program to combine tutors , district instruction and information, and "hotline" functions.