Governing Documents and Disclosures
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ARTICLE I. MEMBERS
There shall be no members of Falls Church News Foundation, Inc. (the “Corporation”) unless the Board of Directors (the “Board”) so elects; in which case the Articles of Incorporation shall be amended as so determined by the Board in accordance with Title 13.1, Chapter 10 of the Virginia Code.
ARTICLE II. PURPOSES
2.01 Mission. The Corporation is a nonprofit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (“IRC”)(as amended). The Board shall develop and maintain a mission statement, to be adopted by two-thirds vote, and to be attached to and made a part of these by-laws. Such mission statement may be amended from time to time in the discretion of the Board, and any new mission statement shall be adopted by two-thirds vote.
2.02 Nonprofit Status and Exempt Activities.
(a) Nonprofit Legal Status. The Corporation is a Virginia non-stock corporation which intends to apply for and receive a determination of its Federal tax exempt status.
(b) Exempt Activities Limitation. The activities of the Corporation shall be limited as set forth in the “Tax Law Restrictions” identified in the Articles of the Corporation. To the extent such restrictions are inconsistent with the Treasury Regulations promulgated under IRC §501(c)(3) or §170, such Regulations shall control.
(c) Distribution Upon Dissolution. Upon the dissolution of this organization, its assets shall be distributed for one or more exempt purposes within the meaning of IRC §501(c)(3), or the corresponding section of any future federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. The organizations to receive the assets of the Corporation upon dissolution in accordance with the Articles shall be selected in the discretion of a majority of the Board.
ARTICLE III. DIRECTORS
3.01 Number of Directors. The Corporation shall have a Board consisting of at least one (51) and no more than nine (9) directors. Within these limits, the Board may increase or decrease the number of directors serving thereon, including for the purpose of staggering the terms of directors.
3.02 Powers. All corporate powers shall be exercised by or under the authority of the Board and the affairs of the Corporation shall be managed under the direction of the Board, except as otherwise provided by law or elsewhere herein. Nothing contained herein shall preclude the Board from employing staff and/or an executive director to report to the Board.
3.03 Terms.
(a) All directors shall be elected to serve a two-year term, however the term may be extended until a successor has been elected. Director terms may be staggered.
(b) Directors may serve up to four consecutive two-year terms (for a total of eight consecutive years). Additional service after a one year hiatus, is available to interested parties Founding Board members may continue service in perpetuity as voting ex-officio Directors.(b) Directors may serve two or more terms in succession.
(c) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.
3.04 Qualifications and Election of Directors. In order to be eligible to serve as a director on the Board, the individual must be 18 years of age. Directors may be elected at any board meeting by the majority vote of the existing Board. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year. All nominations to the Board will be based upon merit, experience and background relevant to the Board’s current and anticipated needs, as well as the Corporation’s mission and operations. The Board will adopt a procedure for identifying, evaluating, and nominating directors.
3.05 Vacancies. The Board may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director, or may appoint new directors to fill a previously unfilled Board position, subject to the maximum number of directors under these Bylaws. Vacancies in the Board due to resignation, death, or removal shall be filled by the Board for the balance of the term of the director being replaced.
3.06 Removal of Directors. Any director may be removed by two-thirds (2/3) vote of the Board then in office, if:
(a) The director is absent and unexcused from two or more meetings of the Board in any twelve month period. The President is empowered to excuse directors from attendance for a reason deemed adequate by the President. The President shall not have the power to excuse himself or herself from the Board meeting attendance; and in that case, the Vice President shall excuse the President; or:
(b) For cause or no cause, if before any meeting of the Board at which a vote on removal will be made the director in question is given electronic or written notification of the Board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board.
3.07 Board Meetings.
(a) Regular Meetings. Meetings of the Board shall be held at times fixed by resolution of the Board, or upon the call of the President or the Secretary or upon the call of a majority of the members of the Board. Notice of any meeting not held at a time fixed by a resolution of the Board shall be given to each director at least 24 hours before the meeting at his residence or business address or by delivering such notice to him or by telephoning or telegraphing it to him at least 24 hours before the meeting. Any such notice shall contain the time and place of the meeting, but need not contain the purpose of any meeting. Meetings may be held without notice if all of the directors are present or those not present waive notice before or after the meeting. The Board may permit any or all directors to participate in a regular or special meeting by, or conducting the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(b) Action Without Meeting. Nothing herein contained shall be construed to prohibit the taking of action by the Board without a meeting, as provided in Virginia Code §13.1-865. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the Board to use email to approve actions, as long as a quorum of Board members gives consent.
3.08 Manner of Acting.
(a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall constitute an act of the Board.
(c) Hung Board Decisions. On the occasion that directors of the Board are unable to make a decision based on a tied number of votes, the President (or the Treasurer, if the President is not in attendance) shall have the power to swing the vote based on his/her discretion.
3.09 Compensation for Board Service. Directors shall receive no compensation for carrying out their duties as directors. The Board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend Board meetings.
3.10 Compensation for Professional Services by Directors. Directors are not restricted from being remunerated for professional services provided to the Corporation. Such remuneration shall be reasonable and fair to the Corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
ARTICLE IV. COMMITTEES
4.01 Committees. The Board, by a resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) take any final action on matters which also requires the Board’s approval;
(b) fill vacancies on the Board or any committee which has the authority of the Board;
(c) amend or repeal Bylaws, or adopt new Bylaws;
(d) amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the Board or the members of these committees;
(f) expend corporate funds to support a nominee for director or for any reason; or
(g) approve any transaction (i) to which the Corporation is a party and one or more directors have a material financial interest; or (ii) between the Corporation and one or more of its directors or between the Corporation or any person in which one or more of its directors have a material financial interest.
4.2 Meetings and Action of Committees. Meetings and action of the committees shall be governed by and held and taken in accordance with the provisions of Article III of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board may adopt rules for the governing of the committees which are not inconsistent with the provisions of these Bylaws.
ARTICLE V. OFFICERS
5.01 Officers. The officers of the corporation shall be elected by the Board. The elected officers shall consist of a president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board, or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The Board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the Board may determine. One person may hold two or more offices, but no board officer may act in more than one capacity where action of two or more officers is required.
5.02 Term of Office. Each officer shall serve a one-year term and may serve successive terms. Notwithstanding the foregoing, no person shall serve as treasurer for more than three (3) consecutive terms of office.
5.03 Removal and Resignation. The Board may – by majority vote – remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any resignation shall take effect on the date of the receipt of the notice, or at any later time specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
5.04 President. The president shall be the chief officer of the Corporation and shall serve as Chairman of the Board. The president shall lead the Board in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board, and shall perform all other duties incident to the office or properly required by the Board.
5.05 Vice President. In the absence or disability of the president, the ranking vice-president or vice-president designated by the Board shall perform the duties of the president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall have such other powers and perform such other duties prescribed for them by the Board or the president.
5.06 Secretary. The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
5.07 Treasurer. The treasurer shall be the party responsible for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the Board on a timely basis or as may be required by the Board. The treasurer shall perform all duties properly required by the Board or the president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer. The treasurer shall be responsible for signing all drafts or other financial instruments of the Corporation, but the counter-signature of the president (or a vice-president appointed by the Board) shall be required for drafts or instruments exceeding a monetary threshold established by resolution of the Board. Absent such a resolution, counter-signature shall be required for drafts or instruments in excess of five thousand dollars ($5,000), or any series of transactions which exceeds such amount.
5.08 Other Officers. The Board may designate additional officer positions of the Corporation and may appoint and assign duties to other officers of the Corporation.
ARTICLE VI. CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
6.01 Contracts and other Writings. Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the president, treasurer, or other person(s)persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the Board.
6.02 Checks, Drafts. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed or directed by the treasurer as set forth in Section IV, or as otherwise directed from time to time by resolution of the Board.
6.03 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depository as the Board or a designated committee of the Board may select.
6.04 Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
6.05 Indemnification. The corporation shall indemnify each officer and director as set forth in the Articles of Incorporation. The treasurer is authorized to obtain director and officer liability insurance to cover such individuals and pay reasonable premiums associated therewith.
ARTICLE VII. MISCELLANEOUS
7.01 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board, a record of all actions taken by the Board without a meeting, and a record of all actions taken by committees of the Board. In addition, the Corporation shall keep a copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date.
7.02 Fiscal Year. The fiscal year of the corporation shall be from January 1 to December 31 of each year.
7.03 Conflict of Interest. The Board shall adopt and periodically review a conflict of interest policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with Board-delegated powers.
7.04 Nondiscrimination Policy. The officers, directors, committee members, employees, and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Corporation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
7.05 Bylaw Amendments. These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board then in office at a meeting of the Board, provided, however:
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code;
(b) that an amendment does not affect the voting rights of directors, and if such rights are affected, then such amendment shall ratification by a two-thirds (2/3) vote of a quorum of directors at a Board meeting; and
(c) that all amendments be consistent with the Articles of Incorporation.
ARTICLE VIII. TRANSPARENCY & ACCOUNTABILITY POLICIES
8.01 Purpose. By making full and accurate information about its mission, activities, finances, and governance publicly available, the Corporation practices and encourages transparency and accountability to the general public. This policy will:
(a) indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public; and
(b) specify the procedures whereby the open/closed status of documents and materials can be altered.
8.02 Financial and IRS documents. The Corporation shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge. This may be done through the Corporation’s website, through other websites such as Guidestar, or through publicly accessible means.
8.03 IRS Annual Information Returns. The Corporation shall submit the Form 990 to its Board prior to the filing of such form and attachments with the IRS. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the Corporation’s Form 990 shall be submitted to each member of the Board via hard copy or email at least 10 days before the Form 990 is filed with the IRS.
8.04 Board Meetings. All Board deliberations shall be open to the public except where the Board passes a motion to make any specific portion confidential. All minutes shall be open to the public once accepted by the Board, except where the Board passes a motion to make any specific portion confidential. All papers and materials considered by the Board shall be open to the public following the meeting at which they are considered, except where the Board passes a motion to make any specific paper or material confidential.
8.05 Staff Records. All staff records shall be available for consultation by the staff member concerned or by their legal representatives, but shall not be made available to any person outside the Corporation except authorized governmental agencies. Within the Corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that staff records shall be made available to the Board when requested.
8.06 Donor Records. All donor records shall be available for consultation by the Board and each donor, or by their legal representatives. No donor records shall be made available to any other person outside the Corporation except the authorized governmental agencies or as otherwise required by law. Within the Corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors; except that donor records shall be made available to the Board when requested and may be released to professional fundraising organizations acting on behalf of the Corporation with the consent of the Board.
ARTICLE IX. AMENDMENT OF ARTICLES
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the Board.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of Corporation were approved by the Board of Directors of Falls Church News Foundation, Inc. on the date set forth below, and this document constitutes a complete copy of the Bylaws of the Corporation.