Colorado Public Television

“By one or more resolutions adopted by a majority of the directors then in office, the board of directors may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, except that a committee of the board shall not take any action prohibited by section 7-128-206 of the colorado revised nonprofit corporation act or otherwise prohibited by law. Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the board. In no event shall any committee authorize expenditures of any kind, unless such expenditure is contained in a budget approved by the board of directors or unless authority to authorize such expenditures is granted in advance by the board of directors, provided, that the executive committee may authorize expenditures not to exceed $50,000 in any one instance notwithstanding the restrictions contained herein. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the board of directors shall be as established by the board, or in the absence thereof, by the committee itself. The chairperson of the board, vice chairperson of the board and three (3) other members of the board, as nominated by the board of directors on an annual basis, shall constitute the executive committee. The chairperson of the board shall chair the executive committee. The board may delegate to the executive committee any of the powers and authority of the corporation, except the power to make any changes in these bylaws, the corporation's articles of incorporation, or the corporation's published policies. Such delegation shall not relieve the board of its legal responsibilities for the affairs of the corporation. For any act of the executive committee using powers delegated to it by the board to be deemed an action of the board, the act must be ratified by a vote of the board at its next regular or special meeting. The executive committee shall use reasonable efforts to present an annual evaluation of the president of the corporation, including compensation recommendations to the board for its consideration and action. The executive committee shall present a slate of candidates to the board for any vacant officer positions.”

“Management reviews the form 990 which is prepared by an external cpa. An electronic version of the 990 is shared with the finance committee of the board of directors. Any questions are discussed with management and/or the cpa and upon satisfactory resolution of all questions the return is filed. In addition, a copy of the return is given to all members of the board prior to filing.”

“Any director, officer, or member of a committee with powers delegated by the board of directors, with a direct or indirect conflicting interest, including any financial interest, are required to comply with the conflict of interest policy and complete an annual statement reporting any potential conflicts. At the beginning of each board meeting the chair asks the members of the board of directors if they have any conflicts that need to be reported before the meeting begins. With any actual or possible conflicting interest, an interested person must disclose the existence of the conflicting interest, including any financial interest, and be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed contract, transaction or arrangement. After disclosure of the actual or possible conflicting interest, including any financial interest, and all material facts, and after any discussion with the interested person, [such person shall leave the board or committee meeting while the determination of a conflicting interest is discussed and voted upon. The remaining board or committee members shall decide if a conflicting interest exists]. An interested person may present at the board or committee meeting, but after the presentation, such person shall leave the meeting during the discussion of, and the vote on, the contract, transaction or arrangement involving the possible conflicting interest. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed contract, transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous contract, transaction or arrangement from a person or entity that would not cause a conflicting interest. If a more advantageous contract, transaction or arrangement is not reasonably possible under circumstances not producing a conflicting interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall decide as to whether to enter the contract, transaction or arrangement. The minutes of the board and all committees with board delegated powers shall contain: (a) the names of the persons who disclosed or otherwise were found to have an actual or possible conflicting interest, including any financial interest, the nature of the conflicting interest, any action taken to determine whether a conflicting interest was present, and the board's or committee's decision as to whether a conflicting interest existed; and (b) the names of the persons present for discussions and votes relating to the contract, transaction or arrangement, the content of the discussion, including any alternatives to the proposed contract, transaction or arrangement, and a record of any votes taken with the proceedings.”

“The annual process for determining compensation of both the top management official (president) and of other officers/key employees includes review and approval by the executive committee, use of comparability data and contemporaneous documentation of the deliberation and decision. The executive committee of the board and then the whole board review the president/gm's salary and set it. They also perform an annual performance review of the president/gm and determine if a bonus is earned. This process is done in the executive session of the board meeting. The president/gm and the vp of finance and administration review the other officers salaries and compare it them to market. Any raises and/or bonuses paid to staff, that are included in the budget are approved by the board of directors. The process described here was last completed in 2025.”

“The public file is on site at the station and on the website of the corporation. Also, upon request and for a nominal cost, a copy of the governing documents, polices and/or financial statements will be provided.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”