MAR. 10 WEDNESDAY
6:00a North Conway Water Precinct (3/4)
7:00a SAU9 Meeting (3/4)
8:30a Your Workout
9:00a Harvest Hills
9:30a Flavor of the Valley/Eagle Hour
10:00a Kennett Hockey Playoffs
12:00p Kennett Girls Basketball
2:00p North Conway Water Precinct (3/4)
3:00p SAU9 Meeting (3/4)
4:00p Harvest Hills
4:30p Flavor of the Valley/Eagle Hour
5:00p Kennett Hockey Playoffs
7:00p Recreation Weekly
7:30p Breakfast with Phil
8:00p Scholar Bowl
9:00p Conway Selectmen (3/9)

MAR. 11 THURSDAY
6:00a Conway Selectmen (3/9)
8:30a Your Workout
9:00a Recreation Weekly
9:30a Breakfast with Phil
10:00a Scholar Bowl
12:00p Harvest Hills
12:30p Flavor of the Valley/Eagle Hour
1:00p Kennett Hockey Playoffs
3:00p Conway Selectmen (3/9)
5:00p Recreation Weekly
5:30p Breakfast with Phil
6:00p Scholar Bowl
7:00p Albany Town Meeting (3/9)

MAR. 12 FRIDAY
5:30a Albany Town Meeting (3/9)
9:00a Albany Town Meeting (3/9)
Rec Weekly
12:30p Breakfast with Phil
1:00p Scholar Bowl
1:30p Scholar Bowl
3:00p Albany Town Meeting (3/9)
7:00p KHS Girls Basketball
8:15p KHS Hockey Playoffs
10:00p Conway Planning Board (3/11)

MAR. 13 SATURDAY
6:00a North Conway Water Precinct (3/3)
8:30a Your Workout
9:00a KHS Girls Basketball
11:00a SAU9 Meeting (3/4)
12:00p Conway Selectmen (3/9)
3:00p Albany Town Meeting (3/9)
7:00p KHS Hockey Playoffs
9:00p Conway Planning Board (3/11)

MAR. 14 SUNDAY
6:00a SAU9 Meeting (3/4)
7:00a Albany Town Meeting (3/9)
11:00a North Conway Water Precinct (3/4)
12:00p Fryeburg Programming

MAR. 15 MONDAY
5:00a Albany Town Meeting (3/9)

MAR. 16 TUESDAY
9:00a KHS Girls Basketball
12:00p KHS Hockey Playoffs
2:00p Pawprints
2:30p Flavor of the Valley/Eagle Hour
3:00p Kennett Hockey Playoffs
5:00p Kennett Girls Basketball Playoffs
7:00p Pawprints
7:30p Flavor of the Valley/Eagle Hour
8:00p Kennett Hockey Playoffs
9:45p Kennett Girls Basketball Playoffs

MAR. 17 WEDNESDAY
6:00a Kennett Girls Basketball Playoffs
8:30a Your Workout
9:00a Pawprints
9:30a Flavor of the Valley/Eagle Hour
10:00a Kennett Hockey Playoffs
12:00p Kennett Girls Basketball
2:00p Conway Selectmen (3/16)
4:00p Pawprints
4:30p Flavor of the Valley/Eagle Hour
5:00p Kennett Hockey Playoffs
7:00p Recreation Weekly
7:30p Breakfast with Phil
8:00p Scholar Bowl
8:30p Scholar Bowl
9:00p Conway Selectmen (3/16)

MAR. 18 THURSDAY
6:00a Conway Selectmen (3/16)
8:30a Your Workout
9:00a Recreation Weekly
9:30a Breakfast with Phil
10:00a Scholar Bowl
10:30a Scholar Bowl
12:00p Pawprints
12:30p Flavor of the Valley/Eagle Hour
1:00p Kennett Hockey Playoffs
3:00p Conway Selectmen (3/16)
5:00p Recreation Weekly
5:30p Breakfast with Phil
6:00p Scholar Bowl
6:30p Scholar Bowl
7:00p Eggs &Issues
9:00p North Conway Water Precinct (3/17)

ARTICLE I - ANNUAL MEETINGS
Annual Meeting of the Board of Directors (BOD) of Valley Vision Inc. shall be held on the third week in October of each year at a time and day to be determined at the previous month’s meeting in a community served by Valley Vision’s channel 3-cable station, for the election of Directors and for the transaction of such other business as may properly come before the meeting.

ARTICLE II - SCHEDULED MEETINGS
Scheduled meetings of the Board of Directors of Valley Vision Inc. shall be held each month, except October, on the second Wednesday of the month at 5 pm. The Secretary may cancel meetings if there is no pertinent business to come before the BOD.

ARTICLE III - SPECIAL MEETINGS
Special Meetings for any purpose or purposes may be called by the Secretary and must be so called whenever three or more of the Directors shall, in writing, request the Secretary to call a Special Meeting, giving the notice of said meeting required in Article IV hereof.

ARTICLE IV - NOTICE OF MEETINGS
Written notice of the Annual Meeting, Scheduled Meeting, or a Special Meeting stating the time, place, and purpose or purposes thereof shall be given to each Director not less than five (5) nor more than thirty (30) days prior to the meeting, except that notice of a Special Meeting may be given not less than one (1) day nor more than ten (10) days prior to the meeting.

Section 1. Waiver of Notice. Any notice required by these Bylaws may be given by emailing the same to the person entitled thereto at his or her e-mail address as shown on the Valley Vision Inc’s books, and such notice shall deemed to be given at the time of such e mailing. Any notice required to be given as aforesaid may be waived by the person entitled thereto.

ARTICLE V - BOARD OF DIRECTORS
The Board of Directors shall consist of up to seven (7) members at-large and one (1) advisory, non-voting member recommended by each Town served by Valley\ Vision, Inc. Channel 3 that contributes funding to the station. At-large Directors. Directors who are members at-large shall serve for a term of three (3) years. Up to two (2) Directors who are members-at-large may reside outside the Towns served by Valley Vision, Inc. Town recommended Directors. A member recommended as a Director by any Board of Selectmen is not required to be a Selectman or resident of the recommending Town, and each one shall serve for a one (1) year term. If a Board of Selectmen fails to recommend a member as a Director, the office may be acted on as a vacancy. All Directors shall be elected at the annual meeting of the Board of Directors by the then acting and elected Board of Directors existing prior to such election. The Directors may hold office for up to three (3) consecutive terms or until their earlier resignation, removal, or death. Any vacancies in an office as Director may be filled by election of the Board of Directors provided the term shall be limited to the term applicable or remaining for the vacant Director’s office.

1. Voting. At each scheduled and special meeting each member at large Director shall have one vote and must vote in person. At the annual meeting the Director may vote in person or by proxy.
2. Quorum. At any meeting of the Directors a majority of the sitting at large members shall constitute a quorum for the transaction of business.
3. The business of Valley Vision, Inc. shall be managed by the Board of Directors, which shall have and may exercise all the powers of Valley Vision, Inc. as provided by these Bylaws.

ARTICLE VI - OFFICERS AND COMMITTEES
At each Annual Meeting, there shall be elected among the Directors: a President, Vice- President, Treasurer and Secretary, who shall be officers of Valley Vision, Inc. The officers shall be elected for a term of one (1) year or until their earlier resignation, removal or death. A person shall not be eligible to serve more than two (2) consecutive terms in the same office. Vice president to succeed president. In the event the office is not filled by succession, the president shall request the executive board to appoint a vice president. The Board of Directors may also appoint committees: Finance, Program, Marketing/Public Relations and Nominating. Executive Board members must be from a Town contributing finds to Valley Vision Inc. Employees of the Valley Vision inc. may sit on the Board as members at large and on the excecutive Board with the understanding that they will recuse themselves from issues where there may be a conflict of interest.

ARTICLE VII - PRESIDENT
Section 1. President. The President shall be the chief executive officer of Valley Vision, Inc., presiding at all its meetings, and in the recess of the Board of Directors, shall have the general and active management of Valley Vision, Inc., subject to the supervision of the Board of Directors, and except to the extent such duties have been delegated by the Board of Directors to others .

Section 2. Vice President. The Vice President shall, in the absence or disability of the President, exercise the power and perform the duties of the President. He shall also generally assist the president and exercise such powers and perform such other duties as shall be prescribed by the Board of Directors.

ARTICLE VIII - SECRETARY
Section 1. Secretary. The secretary shall keep the minutes of all proceedings of the Board: shall attend to the giving of all notices required by law or these Bylaws; shall affix the seal of Valley Vision, Inc. to all instruments in writing requiring a seal, when duly signed; the secretary shall have charge of and preserve all records and papers as the Board may direct; and shall perform all other duties incident to the office of Secretary. The secretary shall be duly sworn to the faithful discharge of the duties of said office.

Section 2. Succession. In case said office of Secretary shall be vacant, or if the Secretary shall be incapacitated or absent, or otherwise unable to make the determinations and to give the notices for Annual, Scheduled or Special Meetings required under these Bylaws, then said determinations and notices may be made and given to the President, Vice-President, or Treasurer.

Section 3. The positions of Secretary and Vice-President may be combined if deemed
necessary by the Board.

ARTICLE IX - TREASURER
The treasurer shall hold all the property of Valley Vision, Inc. subject to the order of the
Directors. The Treasurer shall be in charge of all receipts and disbursements of Valley
Vision, Inc. and signatory on all depository accounts of Valley Vision, Inc. and shall
give bond for the faithful discharge of said office as Directors shall require.

ARTICLE X - APPOINTED OFFICERS
The Board of Directors may appoint such officers and agents with such powers and duties, as it shall deem necessary.

ARTICLE XI - INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. Any person who is or was a Director, Officer or Employee of Valley Vision, Inc. may be in accordance with Section 2 below be indemnified by Valley Vision, Inc. against any and all liability and reasonable expense (including, but not limited to, counsel fees and disbursements and amounts paid in settlement or in satisfaction of judgment or as fines or penalties) paid or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of Valley Vision, Inc.), civil, criminal, administrative or investigative, including any appeal relating thereto, in which he or she being or having been a Director, Officer or Employee of Valley Vision, Inc. or by reason of any action taken or not taken in the course and scope of his or her employment as such Officer or Employee or in his or her capacity as such Director, provided: in the case of a claim, action, suit or proceeding brought by or in the right of the Valley Vision, Inc. to procure a judgment in its favor, that such person has not been adjudged to be liable for negligence or misconduct in the performance of duty to the Valley Vision, Inc. In any criminal action or proceeding, such person shall be deemed not to have met the standard in clause (or foregoing sentence) if he or she had reasonable cause to believe that his or her conduct was unlawful. The termination of any claim, action, suit or proceeding, civil, criminal, administrative or investigative, by judgment, order, settlement (whether with or without court approval), conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not of itself create a presumption that a Director, Officer or Employee did not meet the standards of conduct set forth in this Section 1.

Section 2. Any person referred to in Section 1 of this Article XI who has been wholly successful on the merits with respect to any claim, action, suit or proceeding, of the character described in Section 1 above shall be entitled to and be granted indemnification as of right, except to the extent he has otherwise been indemnified. Except as provided in the preceding sentence, the grant of indemnification under this Article XI unless awarded by a court, shall be at the discretion of the Board of Directors of Valley Vision, Inc., but may be granted only if a majority of the members of the Board of Directors, who were not parties to such claim, action, suit or proceeding, though less than a quorum, shall have determined that the Director, Officer or Employee has met the applicable standards of conduct set forth in Section 1 or alternatively, if the Board of Directors shall have received the written advice of special independent legal counsel, other than regular counsel of Valley Vision, Inc., or selected by the Board of Directors, that in such special counsel’s judgment, such applicable standards of conduct have been met. If several claims, issues, matters or actions are involved, any person referred to in Section 1 of this Article XI, may be indemnified by the Board of Directors to the extent of that portion of the liability and expenses described in Section 1 which are allocable to the claims, issues, matters, or actions in respect of which such person has met the applicable standards of conduct set forth in Section 1. Any rights of indemnification provided in the Article XI shall not include any amount paid to Valley Vision, Inc. pursuant to any settlement of, or any judgment rendered in or resulting from any claim, action, suit or proceeding brought by or in the right of Valley Vision, Inc. to procure a judgment in its favor. The term “wholly successful” shall mean termination of any claim, suit or proceeding against the person in question without any finding of liability or guilt against him or her, or the expiration of a reasonable period of time after the making of any claim or threat of any action, suit or proceeding without the institution of the same, without the payment or promise made to induce a settlement.

Section 3. Expenses incurred with respect to any claim, action, suit, or proceeding of the character described in Section 1 of this Article XI may be advanced by Valley Vision, Inc. to the final disposition thereof upon receipt of an undertaking by or on behalf of the Director, Officer or Employee to repay such amount unless itshall ultimately be determined that he or she is entitled to, and is granted, indemnification under this Article XI.

Section 4. The rights of indemnification provided in this Article XI shall be in addition to any other rights to which any such Director, Officer or Employee may otherwise be entitled by contract or otherwise; and in the event of such person’s death, such rights shall extend to his heirs, executors and administrators. The foregoing rights shall be available whether or not such person continues to be a Director, Officer or Employee at the time of incurring orbecoming subject to such liability and expenses, and whether or not the claim asserted against him or her is based on matters, which antedate the adoption of the Article XI.

Section 5. If any work, clause or provision of this Article XI or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected but shall remain in full force and effect.

ARTICLE XII - RESIGNATIONS AND REMOVALS
Any Director, Officer, Employee or non-Board Committee Member of Valley Vision, Inc. may resign at any time from his position.Any Director, Officer, Employee or non-Board Committee Member of Valley Vision, Inc. may be removed, either with or without cause at any time by the affirmative vote of the Directors at any regular or special meeting of the Board. Any Director or non-Board Committee Member of Valley Vision, Inc. whom has three (3) unexcused absences from scheduled meetings in year (year beginning from time of appointment) will be asked to resign from their position.

ARTICLE XIII - AMENDMENTS
The Board of Directors shall have the power to make, amend and repeal the Bylaws of Valley Vision, Inc. by vote of the majority of all the Directors present and voting at any annual, scheduled or special meeting of the Board, provided the Bylaws shall not be amended or repealed unless the proposed change shall have been submitted to all Directors at least seven (7) days prior to the meeting of the Board called for such purpose.

ARTICLE XIV - CONFLICT OF INTEREST
Any possible conflict of interest on the part of any member of the Board, Officer or Employee of the corporation, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the board. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding and agreeing to this policy. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made part of this policy statement.

ARTICLE XV - DISSOLUTION OF VALLEY VISION INCORPORATED
On dissolution of Valley Vision, Inc. none of the assets shall be distributed to or for the benefit of any member or officer of Valley Vision, Inc. All assets of Valley Vision, Inc. shall be distributed, on dissolution, to the contributing towns served by Valley Vision, Inc. Cable Channel 3 in proportion to their subscription to Cable TV of the Cable Company servicing the towns. The Board of Directors at time of dissolution may be two thirds (2/3) vote exclude a town(s) from distribution of assets that has not financially contributed its fair share in supporting Valley Vision, Inc. operations. Should no towns exist or all towns decline accepting the assets then the assts shall be distributed to an organization exempt from taxation under Internal Revenue Code Section 501 (C) (3).

Adopted by the Board of Directors of Valley Vision, Inc. on June 10th, 2009.