ALABAMA INITIATIVE FOR INDEPENDENT JOURNALISM, INC.
AN ALABAMA NONPROFIT CORPORATION
NAME AND PURPOSES
Section 1.1 Name
The name of the corporation is Alabama Initiative for Independent Journalism, Inc. (AIIJ)
Section 1.2 Purposes
The corporation was organized under the Alabama Nonprofit Corporation Law exclusively for charitable, educational and beneficent purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The purpose of AIIJ is to provide objective, non-partisan information to the general public that will lead to improvements within north central Alabama and the greater Birmingham region. Objectives toward achieving this purpose include:
(a) To serve the public interest through education of the general public by inquiring into critical problems and opportunities within north central Alabama relating to social, cultural and environmental matters.
(b) To focus particular attention on research and reporting about government, education, the environment and economic development and opportunity.
(c) To further such research, study and analysis by funding recruitment and training of experienced and developing journalists and others with experience or promise in investigating and reporting on such matters.
(d) To publish the results of non-partisan inquiry, study, analysis and research for the benefit of the general public, including findings about solutions to problems and potential opportunities.
(e) To maintain a website to publish and disseminate such research and information.
(f) To provide AIIJ’s non-partisan research, information and analysis to news media in the region for dissemination.
(g) To hold meetings to foster personal communication between those engaged in AIIJ’s work and citizens interested in acting on findings of the research, reporting and analysis.
AIIJ shall be a non-membership, charitable corporation.
BOARD OF DIRECTORS
Section 3.1 General Powers
The Board of Directors is the policy-making and oversight body of AIIJ and may exercise all the powers and authorities granted to the corporation by the Alabama Nonprofit Corporation Law, consistent with the powers, purposes and functions provided for in the AIIJ Articles of Incorporation and in these Bylaws. The Board of Directors (“Board”) shall consist of not fewer than three (3) members nor more than seven (7) members. The members appointed as provided for in this Article III of the Bylaws are hereinafter referred to as “Board Member(s),” or “Director (s).” The Board shall assure that the vision and mission of the organization are in the public good; appoint and work with an AIIJ executive director to advance AIIJ’s work and to develop resources for its mission; adopt an AIIJ budget, set financial guidelines, designate a depository for funds, and assure that the organization complies with appropriate financial and legal standards; uphold journalism standards expressed in AIIJ’s Mission Statement, Fundraising and Donor Policy and Ethics Statement; and assess the progress of the organization in meeting its goals.
Section 3.2 Initial Board Members
The initial members of the Board shall be those members serving as such as of the effective date of the adoption of these Bylaws (the “Effective Date”).
Section 3.3 Election of New Board Members
The serving members of the Board shall elect new members of the Board. Board eligibility criteria set forth in Section 3.4 of this Article III shall be taken into consideration when electing Directors.
Section 3.4 Board Eligibility Criteria
Board Members electing their successors shall seek to support and advance the purposes of AIIJ by establishing and maintaining a cohesive, effective and involved Board including members of diverse backgrounds with a common understanding of the character and role of reliable, non-partisan, widely distributed information in contributing to a community’s well-being. An effective Board might include, but would not be limited to, those with strong community ties, those with knowledge of non-profit organizations and fundraising, and those with expertise in journalism, education, the law, finance and accounting, business and technology. This section is intended to set general guidelines for Board membership but the voting members of the Board shall have broad discretion to obtain new members best suited to support and advance AIIJ’s objectives.
Section 3.5 Terms of Office
The term of office for each member of the Board shall be three (3) years. Board Members may serve two (2) consecutive, full terms of three years. Any service of a partial term is not included in limits on time of service. The Board by majority affirmative vote of Directors may request a member to serve one (1) additional year to aid in continuity of the organization. Any Board Member who is ineligible for re-appointment because of his or her length of service shall not become eligible for reappointment for a period of one (1) year.
Section 3.6 Removal
Any officer or Board Member may be removed by affirmative vote of the majority of current members of the Board for failure to participate, non-performance of duties or other cause deemed sufficient by the Board.
Section 3.7 Vacancies
In case of a vacancy, the Board may elect a replacement for the remainder of the vacant term by affirmative vote of a majority of the remaining members.
Section 3.8 Meetings
The Board will meet four times annually, once in each quarter. Three of these meetings may be conducted by telephone or video conference and at least one meeting shall be scheduled with Directors meeting in person. After consultation with fellow Directors and coordination with the Executive Director, the Board President calls meetings; sets dates, times, places or instructions for telephone or video connection for the meetings; creates agendas for meetings. The Board Secretary in coordination with the Executive Director shall give written notice of meetings, including an agenda, to all members by email, U.S. Mail, or personal delivery at least seven (7) days before the time of a meeting. The Board President may call additional meetings if emergency situations warrant them. If the Board President is unable or unwilling to call a meeting, a majority of Directors may do so.
Section 3.9 Compensation
Members of the Board shall receive no compensation for their service but may, by resolution of the Board, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of AIIJ.
Section 3.10 Quorum and Voting
At every meeting of the Board, a quorum shall consist of a majority of the members then serving on the Board. Unless otherwise specified in these Bylaws, the majority votes of those persons present at a meeting at which there is a quorum will prevail on all matters.
Section 3.11 Written consent in Lieu of Meeting
Any action that the members of the Board are required or permitted to take at a meeting may be taken without a meeting if written consent in a document or email sets forth the action taken and is signed by all of the members of the Board.
Section 3.12 Councils, Committees, Advisers
The Board may, by resolution, form councils or committees, or appoint advisers, who may be Board members and/or non-members, to provide particular expertise and help advance its work. The advisers, councils or committees shall have such duties and responsibilities as the Board sets. The Board shall elect advisers and members of councils or committees, and any persons so elected shall serve at the pleasure of the Board. Advisers and members of councils or committees must conform to Conflict of Interest and other Board policies.
BOARD OFFICERS, EXECUTIVE DIRECTOR
Section 4.1 Board Officers
AIIJ’s Board of Directors shall elect officers including a President, Vice President, Secretary and Treasurer. The Board may elect other officers as needed. The term of office for the President is two years. Terms of other officers are one year. Election of officers shall be held at the final Board meeting of a calendar year and officers will assume office January 1 of the succeeding calendar year, unless otherwise determined by the Board. Directors may be re-elected as officers during their tenure on the Board.
Section 4.2 Vacancies
In case any officer position becomes vacant, the Board may elect a replacement to fill the unexpired term.
Section 4.3 Officer Duties
(a) The President, in coordination with the Executive Director and after consultation with fellow Board Members, shall call, schedule and set agendas for AIIJ’s four required meetings each year and may call additional meetings as the President deems necessary. The President presides at Board meetings and works with other officers to ensure the Board’s policy and oversight responsibilities are carried out.
(b) The Vice President shall perform the duties of the office of the President in case of the absence or disability of the President. The Vice President shall work closely with the President and perform duties requested by the President and the Board. The Vice President is expected to take the lead in working with special councils or committees established by the Board and the Executive Director.
(c) The Secretary, working in coordination with the Executive Director, shall keep minutes of all meetings of the Board, assure that a file is maintained of AIIJ’s official documents and records, and notify Directors of meetings of the Board as prescribed in the By-Laws.
(d) The Treasurer shall report to the Board of Directors at each regular meeting on the status of AIIJ’s finances, work closely with the Executive Director to produce an accurate and timely report, and ascertain that appropriate procedures are being followed in the financial affairs of the corporation. The Treasurer shall arrange and recommend an annual review of the organization’s finances to be conducted after Board approval.
Section 4.4 Executive Director
The Executive Director of AIIJ shall be appointed by the Board of Directors and shall be the chief administrative officer of the corporation. The Executive Director shall direct day-to- day operations of AIIJ and the website publishing its work and supervise the receipt and disbursement of funds, within the policies and guidelines established by the Board of Directors. The Executive Director shall report to the Board of Directors at each quarterly meeting on activities of the Corporation.
The Executive Director shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of AIIJ, available for inspection by any Board member, and shall deposit, or cause to be deposited, all money and other valuable receipts of the corporation in such banks and depositories as the Board of Directors designates. The Executive Director shall work closely with the Treasurer to ascertain that appropriate procedures are being followed in the financial affairs of the corporation and shall provide the Treasurer information necessary for reports to the Board of Directors on the corporation’s finances.
The Executive Director is not a member of the Board of Directors, but shall normally participate in Board meetings in a non-voting role. The Executive Director may be disqualified from participating in any Board discussions or decisions regarding evaluation of the Executive Director’s job performance and compensation for that position, or with respect to any other matters determined by the Board to present a potential conflict.
Section 5.1 Fiscal Year
The fiscal years of the corporation shall begin on January 1 and end on December 31 of each year.
Section 5.2 Bank Accounts
The funds of the corporation shall be deposited in one or more banks or financial institutions as designated by the Board.
Section 5.3 Insurance
AIIJ shall obtain and maintain insurance as necessary to protect the members of the Board and the officers and employees of the corporation, including directors and officers liability insurance coverage.
CONFLICTS OF INTEREST
Section 6.1 Purpose
The purpose of the conflict of interest policy is to protect the corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the corporation or might result in a possible excess or private benefit or investment transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.
Section 6.2 Definitions:
(a) Interested Person: Any Director, principal officer, or member of a committee with Board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family, (a) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement; (b) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or (c) is considering an ownership or investment interest in or compensation arrangement with any entity or individual with which the corporation is negotiating a transaction or arrangement.
(c) Compensation: Direct and indirect remuneration, including gifts or favors that are not insubstantial.
(d) Conflict of Interest: A conflict between the personal or financial interests and the official or professional responsibilities of a person in a position of trust; however, a financial interest is not necessarily a conflict of interest. Under Section 6.3, a person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.
Section 6.3 Procedures:
(a) Duty to Disclose: If an actual or possible conflict of interest arises, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees considering the proposed transaction or arrangement.
(b) Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest: An interested person may make a presentation at the Board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest.
The Chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
(d) Violations of the Conflicts of Interest Policy: If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 6. 4 Records of Proceedings: The minutes of the Board and any committees with Board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
These Bylaws may be amended by a majority vote of the Board at a meeting at which a quorum is present, provided that notice of the nature of the proposed amendment has been given to all members of the Board at least seven (7) days in advance of the meeting in the manner provided for in Section 3.8 of these Bylaws.
Section 8.1 Exempt Purpose
Notwithstanding any other provision of these Bylaws, no Board member, officer, adviser, committee member, employee, agent or representative of AIIJ shall take any action or carry on any activity by or on behalf of AIIJ that is not permitted to be taken or carried on by an organization exempt under Section 501(c) (3) of the Internal Revenue Code and its regulations.
Section 8.2 Invalid Provision
If any provision of these Bylaws is held to be illegal, invalid or unenforceable under present and future laws, such provisions shall be fully severable, and these Bylaws shall be construed as if such provision had never comprised a part thereof.
Section 8.3 Order of Precedence
These Bylaws are subject to and governed by the Alabama Nonprofit Corporation Law and the Alabama Initiative for Independent Journalism, Inc. Articles of Incorporation. In the event of a conflict between provision of these Bylaws and the mandatory provisions of the Law or the provisions of the Articles, such provision of the Law or Articles will be controlling.
I, _______________________________________, President of the Board of Alabama Initiative for Independent Journalism, Inc., do hereby certify that the Board by resolution, and by vote of Directors, adopted the attached Bylaws.
Executed this ––––– day of 2015.