Most recently revised November 11, 2018
NAME and OFFICE
The name of this corporation is Local Independent Online News Publishers, Inc. (LION), (the “Corporation”). These bylaws have been adopted pursuant to the Articles of Incorporation of this Corporation and in accordance with the Arizona Nonprofit Corporation Act, Arizona Revised Statutes. The principal office of LION, Inc. shall be 1960 N. Painted Hills, Tucson, Arizona 85745.
PURPOSES and MISSION
The purposes of this Corporation are those stated in the Articles of Incorporation – exclusively charitable, educational or scientific in nature as defined and limited by Section 501( c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law). The mission of LION is to foster the viability and excellence of locally focused independent online news organizations and cultivate their connections to their communities through education and action.
Any interested person who meets the requirements for membership as such requirements, may, from time to time, be established by the Board of Directors shall be eligible for membership in the corporation. Application for membership shall be made in writing to the corporation and shall be acted upon in accordance with procedures established by the Board of Directors.
Classes and Qualifications.
The Board of Directors shall determine and set forth in separate documents the qualifications, initiation fees, dues, terms, and other conditions of each class of member. There shall be the following classes of members:
a. Full Members – Voting members shall consist of publishers, presidents, CEOs, executive directors or management-level designees, owners or partners with a 5 percent or greater ownership interest of local independent digital-focused news sites/organizations. These members must also meet any additional requirements for membership as may be imposed by the Board of Directors from time to time.
b. Associate Members – Non-voting members who shall consist of staff members of LION-eligible organizations and who meet any additional requirements for associate membership as may be imposed by the Board of Directors from time to time.
c. Supporting Members – Non-voting members who support the mission of LION, including vendors, academic faculty, staff, students, and researchers from colleges, universities and other institutions or groups.
d. Honorary Members – The Board of Directors may designate individuals who do not qualify under the foregoing categories as honorary members, using such criteria as the Board may develop.
Only Publisher Members in good standing shall have the right to vote at the annual meeting of the members on such issues as the Board may choose to bring before the members. Other classes of members may attend meetings, but may not vote.
a. There shall be an annual meeting of the members upon such date, time and place as the Board shall determine. During the annual meeting, the results of the election of the board of directors and its officers shall be announced, and other business may be brought before the meeting.
b. Special meetings of the members may be called by the Chair of the Board or upon the written request of twenty (20) percent of the voting members made to the Chair. Members shall receive not less than ten (10) days prior written notice of special meetings. Notice shall be made in writing, via email or other means, and the notice shall state the purposes of the special meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.
Quorum and Voting.
a. Each voting member in good standing shall have one vote at any meeting of the members. A quorum shall consist of forty (40) percent of the total voting members present either in person or by proxy. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
b. The Board may opt to conduct electronic votes of the membership in the place of in-person meetings.
Any member may be removed from membership by a three-fourths vote of the Board of Directors, only for cause, which is defined as failure to meet membership criteria as established by the Board, or allegations of engagement in illegal, unprofessional or immoral acts substantiated to the satisfaction of the voting Directors. Membership, including voting rights, shall automatically be suspended for nonpayment of dues.
BOARD OF DIRECTORS
There shall be a Board of Directors of the Corporation, which shall oversee and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.
Number and Qualifications.
The members of the initial Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of up to 15 individuals. The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director. A majority of the Directors shall be Full Members of the organization.
Election and Term of Office.
The members of the Board of Directors shall be elected by the Board of Directors and presented to the members at the annual meeting of LION members. Directors on the Board shall serve for a term of three years.
? Any Board member can serve only a maximum of six years consecutively. A Board member is eligible to re-join the Board after 18 months of being away from the Board;
? Consecutive service refers to time served on the Board without a gap of at least 18 months in between each period of service .
? Any currently serving board member as of Nov. 11, 2018 will be considered to be in their first term of service for the purposes of Article IV Section 3 of the Bylaws.
Any director may resign at any time by giving written notice to the Chair of the Board of Directors. Such resignation shall take effect at the time specified, or, if no time is specified, at the time of acceptance as determined by the Chair.
Any director may be removed from office, with or without cause, by a three-fourths vote of the voting Directors at any regular or special meeting of the Board of Directors called expressly for that purpose.
Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.
A regular annual meeting of the Board of Directors of the Corporation shall be held each year, at such time, day, and place as shall be designated by the Board of Directors.
Special meetings of the Board of Directors may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.
Notice of the time, day, and place of any meeting of the Board of Directors shall be given at least seven (7) days previous to the meeting. Such notice shall be made in writing, via email or other means. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.
A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Manner of Acting.
Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.
Written Consent In Lieu of a Meeting.
The Board may take action without a meeting if written consent to the action is signed by three-quarters of the total number of directors. Such action may be made electronically, including via email.
Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone, Skype or other electronic means shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
Duality or Conflicts of Interest.
(a) In the event that any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate non-confidential information which might inform its decisions. “Conflict ofinterest,” as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.
(b) No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.
The voting officers of the Corporation shall consist of a Chair, a Vice Chair, an Immediate Past Chair, a Secretary, and a Treasurer. The Corporation shall have such other assistant officers as the Board of Directors may deem necessary, and such officers shall have the authority prescribed by the Board. One person may hold more than one office, other than the offices of Chair and Secretary.
Election of Officers.
The officers of the Corporation shall be elected by the majority of those current board members at the annual meeting.
Term of Office.
The officers of the Corporation shall be installed at the annual meeting at which they are elected and shall hold office for one year until the next annual meeting or until their respective successors shall have been duly elected.
? The positions of Chair, Vice Chair and Immediate Past Chair shall change at each annual meeting, subject to board approval, according to Article V, Section 8 and Section 9.
? The Secretary and Treasurer shall serve in the same position a maximum of four years consecutively.
Any officer may resign at any time by giving written notice to the Chair of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
Any officer may be removed from such office, with or without cause, by a majority vote of those current board members at any regular or special meeting of the members expressly for that purpose.
A vacancy in any office shall be filled by the Board of Directors for the unexpired term.
The Chair shall provide oversight to the organization and its executive director. He or she may sign Board resolutions and other instruments necessary to conduct corporation business, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors.
The Vice Chair assumes the Chair’s leadership roles when the Chair is unavailable. The Vice Chair will serve as a chair-in-waiting, becoming Chair, upon board approval, when the term of preceding Chair ends.
Immediate Past Chair.
The Immediate Past Chair assumes leadership roles when the Chair and Vice Chair are unavailable. The Immediate Past Chair provides advice and guidance to the Chair and Vice Chair. If the Immediate Past Chair is term limited past the period of their term as Chair, they shall serve on the Board of Directors for one additional year.
The Secretary shall keep the minutes of the meetings of the Board of Directors in a manner easily accessible and searchable by Board members and the Executive Director; see that all notices are duly given in accordance with the provisions of these Bylaws; ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.
The Treasurer shall be responsible for and oversee all financial administration of the Corporation. In conjunction with the Corporation staff, the Treasurer shall ensure that receipts are given for moneys due and payable and are properly received by the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.
The board shall have one employee, to be called the Executive Director. This person shall be an officer of the Corporation but will not be a voting member of the Board of Directors.
(A) The Executive Director shall be chosen by a three-fourths majority of directors present at a special meeting called for such purpose.
(B) Within 30 days of such vote, and with direction from the board, the Chair shall negotiate and execute a contract with the Executive Director to enumerate and describe that person’s duties and responsibilities; method of professional evaluation; pay and benefits; and any other parameters determined by the board.
(C) The Executive Director shall control the day-to-day operations and finances of the corporation, and shall sign contracts and enter agreements that bind the Corporation.
(D) The Executive Director shall be responsible for all hiring, evaluation, accountability and other general subordinate personnel operations of the organization.
(E) In the absence of an Executive Director or a designated Interim Executive Director, the Chair shall temporarily assume the duties of the Executive Director.
If requested by a majority of the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board of Directors.
The Board Chair shall be a voting member of every LION Committee. Should there be a vacancy in the chairpersonship of a committee, the Board Chair shall fill that role until the vacancy is filled.
All LION board members are expected to serve on at least one committee. Every committee must have at least one board member in addition to the chair.
The five officers of the Board enumerated in Article V Section 1 and the chairs of chartered committees shall constitute the Executive Committee, which is chaired by the active Board Chair. This committee shall be able to act on behalf of the entire board in situations where time is of the essence and the entire board cannot meet; such decisions are to be fully explained, including any vote counts, at the next Board meeting. This committee shall not have the authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation. The committee shall meet at intervals determined by the Chair to be sufficient to complete its work.
In the event of a vote that ends in a tie, the Board Chair shall break the tie.
Regular Executive Committee meetings are open to observation from current board members. Visiting / observing board members not on Executive Committee shall not vote on matters that come before the committee.
The Finance committee shall be chaired by the Treasurer. The committee’s principal responsibility is oversight of the budget and to ensure effective and appropriate fiscal policies are in place to govern the board and employees. The committee shall not make policy or approve budgets, but rather evaluate financial matters concerning LION and make recommendations to the full board for approval. The committee may have as members persons the Committee Chair deems qualified. Committee members need not be full LION Board members. The Committee Chair shall determine the sufficient number of persons to serve on the committee. The Finance committee shall meet at least quarterly.
Board Development and Recruitment Committee
The chair of the committee shall be appointed by the Board Chair. The Committee Chair must be a member of the LION board of directors. The committee’s principal responsibility is the professional development of the active board and recruitment of board members to serve the organization. The committee shall not make policy or approve new board members, but rather evaluate board development and recruitment matters concerning LION and make recommendations to the full board for approval. The committee may have as members persons the Committee Chair deems qualified. Committee members need not be full LION Board members. The Committee Chair shall determine the sufficient number of persons to serve on the committee. The committee shall meet at least quarterly.
The chair of the committee shall be appointed by the Board Chair. The Committee Chair must be a member of the LION board of directors. The committee’s principal responsibility is to assure good governance of the organization and adherence to by-laws and policies duly established by the organization. The committee shall not make policy or by-laws, but rather evaluate governance matters concerning LION and make recommendations to the full board for approval. The committee may have as members persons the Committee Chair deems qualified. Committee members need not be full LION Board members. The Committee Chair shall determine the sufficient number of persons to serve on the committee. The committee shall meet at least quarterly.
Other Committees and Task Forces.
The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.
The fiscal year of the Corporation shall be the calendar year.
Unless otherwise prohibited by law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation. The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this
AMENDMENTS TO BYLAWS
These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of three-fourths of the current members of the Board of Directors at any regular or special meeting of the Board. The notice of the meeting shall set forth a summary of the proposed amendments.
Approved by the Board of Directors, Sept. 15, 2012.
Updated Jan. 3, 2013, with the approval of the Board of Directors to correct a typographical error in Article V, Section 1.
Amended June 12, 2017, upon a vote of the Board of Directors to expand the maximum number of directors to 15
Amended November 11, 2018, throughout upon a vote of the Board of Directors. Primarily, added Vice Chair, Immediate Past Chair and Executive Director. Also set term limits for board members.
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