Section 1. The authority for the constitutional rules contained herein is conferred by the charter of Lightning Community Broadcasting Inc. (hereinafter the corporation). The corporation is chartered exclusively for charitable, educational and scientific purposes within the meaning of Section 501(C)3 of the U.S. Internal Revenue Code, or the corresponding section of any future federal tax code (hereafter the Code)

Section 2. The purpose of this constitution is to authorize members of the operation to operate a non-profit broadcasting station serving the needs and interests of the community. The station shall produce a minimum amount of public service and community affairs programming, said amount to be determined by the directors. The station shall operate as prescribed by federal regulation and within the decency standards of the community.

Section 3. The fiscal year of the corporation shall run from January 1 to December 31.

Section 4. The corporation may engage in all activities consistent with its purposes subject to the following limitations:

a. The corporation shall not lobby, carry on propaganda or otherwise attempt to influence legislation except to that extent permitted by the Code.

b. The corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaigning on behalf of or in opposition to any candidate for political office; except that it may set standards by which elected officials or political candidates may use the station’s airwaves to address the community on subjects of general interest.

c. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise, and no part of its net earnings shall inure to the benefit of its members, directors, officers or other private persons, except that the corporation may pay reasonable amounts for goods and services provided to it and make other payments in furtherance of its purposes.

d. The corporation shall not carry on any activity not permitted to be carried on by an organization (i) exempt from federal income tax under Section 501(c)3 of the Code and (ii) contributions to which are deductible under Sections 170, 2055, 2522 of the Code.

e. The corporation shall not merge or consolidate with any corporation unless the successor corporation is an exempt organization within the meaning of Section 501(c)3 of the Code.

f. In the event that the corporation is dissolved or liquidated, after paying or making provision for payment of all known liabilities of the corporation, its properties and assets shall be distributed exclusively for charitable purposes to such organizations as are organized and operated exclusively for such purposes within the meaning of Section 501(c)3 of the code and as described in Article X of this constitution.

Section 1. The Board of Directors shall consist of a minimum of eight persons of good character with sincere interest in community broadcasting and who live in Allegheny, Washington or Westmoreland counties.

Section 2. The eight original incorporators shall serve as directors in perpetuity unless and until they resign or are removed from office.

Section 3. Upon amendment of this constitution, the board may add additional directors, selection process and terms of office to be determined at that time and specified in said amendment.

Section 4. A director may be removed by two-thirds vote of all other directors at a regular or special meeting if he or she becomes incapacitated, brings dishonor on the corporation, misappropriates or willfully damages corporate property, or is otherwise unable or unwilling to discharge his or her duties.

Section 5. Upon a vacancy on the board of directors the remaining directors shall accept applications of qualified, interested parties to fill the vacancy. A new director shall be chosen by two-thirds vote of all other directors at a special or regular meeting, term of office to be set by the board at that time.

Section 1. The directors shall meet no less than once per month to authorize expenditures, appoint personnel, set corporate policy and transact any other necessary business.

Section 2. Dates and times of said meetings shall be disseminated to all directors no less than five (5) days in advance.

Section 3. No business may be transacted at a meeting without a quorum of directors, said quorum to consist of no less than five (5) members, including at least one (1) officer.

Section 4. Unless otherwise stated in this constitution, corporate business may be transacted upon simple majority affirmative vote of the directors in attendance.

Any procedures not provided for in this constitution shall be governed by Robert’s Rules of Order or other procedural manual to be agreed upon by the directors.

Section 1. The officers of the corporation shall be chosen from among the directors and shall consist of President, Secretary and Treasurer. Term of office shall be one year and officers may be re-elected.

Section 2. Officers shall be nominated at the first business meetings in January and February and shall be elected by majority of voting members present at the first meeting in February.

Section 3. Duties. The duties of elected corporate officers shall comply with federal and state corporate law and shall include:

(i.) President — The president shall chair meetings; create and dissolve committees; delegate authority; ensure proper operation of the corporation and its broadcasting station; ensure the station’s compliance with federal, state and local regulations; monitor corporate activities and provide monthly reports of same to the board; investigate complaints against the corporation or its personnel or directors; and create goodwill by presenting a positive, professional, friendly image of the corporation to the community.

(ii.) Secretary — The secretary shall maintain minutes of all corporate meetings, said minutes to remain available for inspection; furnish all internal and external correspondence; ensure that federal, state and local paperwork is completed in a timely fashion; help build a positive image of the corporation by providing releases to the media about special events; and otherwise maintain good public relations and advertising. The secretary may chair meetings in the absence of the president.

(iii.) Treasurer — The treasurer shall maintain the financial records of the corporation, said records to be available for inspection at any time by the board; provide monthly status reports of same to the board; alert the board to pending financial problems; oversee the completion of any local, state or federal financial documents; disburse authorized payments to creditors with the approval of the board. The treasurer may chair meetings in the absence of the president.

Section 4. An officer may be removed by two-thirds vote of all other directors at a regular or special meeting if he or she becomes incapacitated, brings dishonor on the corporation, misappropriates or willfully damages corporate property, or is otherwise unable or unwilling to discharge his or her duties.

Section 5. Upon a vacancy in office, the directors shall at a special or regular meeting by two-thirds vote appoint an interim officer from amongst the directors to fill the remainder of the term.

Section 1. The constitution may be amended upon written notice of suggested amendment filed, in duplicate, with the secretary. The amendment is to be read aloud before the board at the following meeting. It must also be read at the second and third consecutive meetings. A vote shall be taken at the third meeting, two-thirds affirmative vote of all directors required for ratification. Votes may be cast by proxy or absentee ballot, terms to be set by the secretary or directors.

Section 2. The secretary shall maintain a current copy of the constitution, available for inspection at any time.

Section 1. Rules of Operation governing the corporation’s policies and broadcasting station shall be drawn up by the board of directors. Said rules and operations will comply with all local, state and federal regulations and with responsible business and broadcasting practice.

Section 2. The rulebook shall take affect upon two-thirds affirmative vote of all directors. Votes may be cast by proxy or absentee ballot, terms to be set by the secretary or directors.

Section 3. Changes to the rulebook may be proposed by any director; shall be provided in duplicate to the secretary prior to a regular or special meeting; shall be read aloud to directors at said meeting; and shall take effect upon two-thirds vote of directors in attendance.

Section 1. The directors may select qualified, interested individuals to serve in the following positions: Station Manager, Chief Engineer, Program Director and any other jobs to be created by the board.

Section 2. Said duties of appointed personnel shall be set in the form of an amendment to the rulebook, to be amended as described in Article VII.

Section 3. Appointed personnel serve at the will and pleasure of the directors and shall be named or dismissed on two-thirds vote of directors in attendance at a regular or special meeting.

Section 4. At the wishes of the board, appointed personnel may be compensated within the means of the corporation at a rate in compliance with all local, state and federal laws governing operation of a non-profit corporation.

Section 1. In the event that a lawsuit is brought against the corporation or that any officer or director of the corporation is sued over any matter directly related to the operations of the corporation, the corporation will secure legal counsel within the limits of its abilities. If there is a question as to whether a suit filed against an officer or director is "directly related," the remaining directors will meet to render a decision on whether the corporation should provide counsel.

Section 1. If the corporation is unable to transact business, due to insolvency, lack of interest or revocation of broadcasting license, the officers shall call a special meeting to be attended by all directors or a proxy. The corporation shall begin dissolution proceedings upon two-thirds affirmative vote of all directors.

Section 2. Any and all tangible assets of the corporation shall be sold as prescribed by local, state or federal regulation except for broadcasting license, if any.

Section 3. If broadcasting license is in place, the corporation shall contact the Federal Communications Commission or its successor and surrender the license; or, upon two-thirds affirmative vote of the directors, ask the FCC or its successor for permission to transfer the license to another qualified party for financial or material consideration to be determined.

Section 4. All outstanding liabilities will be satisfied; or, if debts exceed assets, the directors shall begin bankruptcy proceedings.

Section 5. Upon all liabilities being satisfied or bankruptcy proceedings being completed, the directors shall notify the Commonwealth of Pennsylvania of their intention to dissolve the corporation.

Section 6. Any remaining funds will be donated to a qualified non-profit organization as prescribed by law, said organization to be determined by the directors.

Section 7. All officers will cease to function; all directors will be dismissed; the corporation shall cease trade and will be dissolved.