AMENDED AND RESTATED BYLAWS OF CHICAGO HEADLINE CLUB FOUNDATION
Effective Date: September 11, 2024
First Adopted: August 18, 2021
Dates of Amendments: September 11, 2024
Name
The name of this Illinois not-for-profit corporation shall be “Chicago Headline Club Foundation” (the “Foundation”).
ARTICLE I
Purpose and Status
Section 1. Purpose. The Foundation is organized and operated exclusively for charitable, educational or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, or the corresponding provision of any future United States Internal Revenue law (the “Code”). The Foundation shall have such powers as are now or may be granted hereafter by the General Not For Profit Corporation Act of the State of Illinois (the “Act”), or any successor legislation; provided that such powers may be exercised only in furtherance of the purposes of the Foundation as stated in the Articles of Incorporation of the Foundation (the “Articles”) and these Bylaws, and consistent with its status as a corporation described in the Code. More specifically, the Foundation is organized: to improve journalism through professional development programs, scholarships and internships; and support the mission and purpose of The Chicago Headline Club (“CHC”), an Illinois not-for-profit corporation.
Section 2. Tax-Exempt Status. All of the assets and earnings of the Foundation shall be used exclusively for charitable, scientific or educational purposes within the meaning of Section 501(c)(3) of the Code. In the course of the Foundation’s operations: (a) no part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, any individual, including the Directors or officers; provided, that the Foundation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein; (b) no part of the activities of the Foundation shall be the carrying on of propaganda; (c) no substantial part of the activities of the Foundation shall be to influence legislation; (d) the Foundation shall not participate in, or intervene in any political campaign (including the publication or distribution of statements) on behalf of or in opposition to any candidate for public office except as authorized under the Code; (e) notwithstanding any other provisions contained herein, the Foundation shall not carry on any other activities not permitted to be carried on: (i) by a corporation exempt from federal tax under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code, or (ii) by a corporation, to which contributions are deductible under Section 170(c)(2) of the Code.
Section 3. Distribution of Assets Upon Dissolution. In the event of the dissolution or liquidation of the Foundation, and after paying or providing for payment of all then outstanding or contingent corporate debts and liabilities, all remaining assets shall be distributed to organization(s) organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Code. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction, in the county in which the principal office of the Foundation is then located; provided, however, that all assets shall be distributed to such organization or organizations exempt from federal income tax pursuant to Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code, as said court shall determine.
Section 4. Nondiscrimination. The Foundation shall not discriminate against any person or group of persons on the basis of race, ethnicity, culture, language, national origin, age, disability, gender, sexual orientation, gender expression, education, religion, faith, socio-economic status or lived experience.
ARTICLE II
Offices
The Foundation shall maintain in the State of Illinois a registered office and a registered agent at such office and may have such other offices within or without the State of Illinois as the Board of Directors may from time to time determine.
ARTICLE III
No Members
Section 1. No Members. The Foundation shall have no members.
ARTICLE IV
Board of Directors
Section 1. General Powers. The entire administration, government and management of the property, business and affairs of the Foundation shall be managed by the Board of Directors of the Foundation (the “Board of Directors”, each member a “Director”), consistent with the Articles and these Bylaws.
a. The Board of Directors shall be responsible for these basic functions:
i. Plan for the Foundation’s future by setting strategic direction through short and long-term goals and monitoring the Foundation’s progress toward those goals.
ii. Monitor and assess the administration of journalism scholarships and internships in compliance with the Foundation’s purpose.
iii. Enhance the funding of the Foundation through fundraising activities.
iv. Appoint and remove, employ and discharge officers and staff, if any, of the Foundation.
v. Approve, monitor, and evaluate the Foundation’s budgets and request changes be made as necessary.
vi. Meet at such times and places as required by these Bylaws.
Section 2. Number of Directors; Election and Tenure. The number of Directors of the Foundation shall be no less than seven (7) and no more than twelve (12), as determined by the Board of Directors. The number of Directors may be fixed or changed from time to time by the Board of Directors. No decrease in the number of Directors shall have the effect of shortening the term of an incumbent Director. The Board of Directors shall be divided into two groups of approximately the same size, with only one group to be elected annually, except to fill vacancies. Directors shall be elected at the annual meeting of the Board of Directors and are to serve two-year (2) terms, each term to begin July 1st. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Board of Directors called as soon thereafter as may be convenient. Each Director shall hold office until the annual meeting at the conclusion of his or her term or until his or her successor shall have been elected and qualified. Directors need not be residents of Illinois.
Section 3. CHC Directors. Two (2) Directors appointed by the Board shall be members of CHC’s Board of Directors (the “CHC Directors”). In no event shall the CHC Directors constitute fifty percent (50%) or more of Directors then in office. In the event that, either due to a decrease in the size of the Board of Directors or due to vacancies, the CHC Directors do constitute fifty percent (50%) or more of the Board of Directors, one of the CHC Directors shall be required to resign from the Board of Directors. In the event the size of the Board increases again to the point where the CHC Directors would not constitute fifty percent (50%) or more of the Board, CHC shall have the right to appoint a replacement for the resigned CHC Director. The immediate past president of CHC shall serve a one-year term as an ex officio member of the Board of Directors.
Section 4. Qualifications and Requirements for Directors:
Members of the Board of Directors must fulfill at least one of the following requirements:
a. Has a passion for the mission.
b. Is active in a profession or discipline that is useful to the operation or mission.
c. Has necessary time available to help with the Foundation’s projects.
d. Has access to entities or organizations that would be useful for the Foundation’s purpose.
Additionally, Directors must maintain a sincere commitment to attending and participating in the meetings of the Board of Directors and be willing to work collaboratively with the other Directors, and senior staff of the Foundation.
Section 5. Manner of Acting. The act of a majority of the Directors present at a meeting of the Board at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by the Articles or by these Bylaws.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by an appointment of action of the Board of Directors. A Director appointed to fill a vacancy not resulting from an increase in the number of Directors shall hold office until the next Annual Meeting, will be put to a vote of the Board of Directors at the next Annual Meeting and, if elected, at such Annual Meeting, shall hold the unexpired term of such person’s predecessor in office.
Section 7. Diversity and Inclusion. Because the Foundation benefits from a diverse and inclusive organizational structure, the Board of Directors shall seek diverse candidates from underrepresented racial, ethnic, and gender identity groups, for open Board of Director and Officer positions. To the extent the effective functioning of the Board of Directors in the best interests of the Foundation allows – and recognizing that a modest size of the Foundation Board may not allow the inclusion of a representative from each media group in each year – diversity of representation from members with experience in newspaper editorial, wire service, digital media, radio and television news, and the magazine, business and/or professional publications fields shall be sought.
Section 8. Resignation. Any Director may resign from office by giving written notice to the Board of Directors, its chairman, or the President or Secretary of the Foundation; provided, however, if such a resignation would cause the number of Directors to be less than four, such resignation shall not be effective until the Board of Directors elects a successor Director. If the resigning Director is also the President or Secretary of the Foundation written notice shall be given to the remaining officer who is not the resigning Director.
Section 9. Removal. The President and any Director may be removed with or without cause by the Board of Directors and the Board of Directors may then elect a new President or Director to fill such vacancy.
Section 10. Compensation. Directors shall receive no compensation for services rendered as Directors but may be reimbursed for all reasonable expenses incurred, if any, while acting in such capacity. Nothing herein contained shall be construed to preclude any Director from serving the Foundation in any other capacity and receiving compensation therefor.
Section 11. Action Without Meeting. Any action required to be taken at a meeting of the Board, or any other action that may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof. Such consents may be given in writing on and/or by facsimiles, email, copies or other reproduction or counterpart of the resolution stating the action to which consent is given.
ARTICLE V
Meetings
Section 1. Annual Meeting. A regular annual meeting of the Board of Directors shall be held during the month of May, at such time and place as may be fixed by the President or the Board of Directors.
Section 2. Regular Meetings. The Board of Directors may hold additional regular meetings of the Board at such time and place as shall be set by the President or the Board of Directors, provided that notice of regular meetings complies with the notice provisions set forth in Section 4 of this Article. The Board of Directors shall hold no fewer than three regular meetings annually.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the President, and shall be called by the President at the request any Director. The President may fix any time and place for holding any special meeting of the Board of Directors.
Section 4. Quorum. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by the Articles or by these Bylaws.
Section 5. Notice. Notice of the regular meetings of the Board shall be given at least four (4) days prior by (i) personal delivery, (ii) first-class registered or certified mail, postage prepaid, return receipt requested, (iii) nationally recognized overnight delivery service, (iv) email, or (v) other means at least as fast and reliable as first-class mail. Notice shall be deemed to have been delivered (a “Deemed Delivery”) to the intended recipient (the “Recipient”) on the earlier of (a) the date it shall be delivered to the address of the Recipient in the records of the Foundation (the “Recipient’s Address”), (b) the date delivery shall have been refused at the Recipient’s Address, (c) with respect to a notice sent by mail, the date as of which the postal service shall have indicated such notice to be undeliverable at the Recipient’s Address, (d) with respect to a Communication sent by email, the date the email is shown as being sent on a copy of the email sent to the sender showing the correct email address of the Recipient in the line of the email showing the address to which the email is to be delivered. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Additionally, notice of any meeting of the Board of Directors may be waived in writing and signed by the person or persons entitled to such notice either before or after the time of the meeting. Neither the business to be transacted at nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these Bylaws.
Section 6. Open Access. As a general matter of Foundation policy and to set a positive example for other organizations, all meetings of the Foundation shall be open to coverage by any or all communications media on an equal basis and to the general public. Any member of the Board of Directors may decide to close any or part of a particular Board of Directors meeting to media coverage and non-Board members/invitees if they deem it in the best interests of the Foundation on such occasion to do so.
Section 7. Actions without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be agreed to in writing by all of the Directors entitled to vote with respect to the subject matter thereof. Such consents may be given in writing on and/or by email, copies or other reproduction or counterpart of the resolution stating the action to which consent is given.
Section 8. Non-Attendance of Meetings. Any Director or Officer who is unable to attend a Board of Directors meeting is to seek to be excused from attendance by informing the President and Secretary at least 24 hours before the meeting is scheduled to begin. Failure to attend consecutively or cumulatively three (3) or more Board of Directors meetings shall constitute grounds for removal from the Board of Directors and any office of the Foundation.
Section 9. Participation by Electronic Means. To the extent possible, Directors should attend annual and special meetings in person, but Directors or members of any committee of the Board of Directors may participate in and act at any meeting of the Board of Directors or any committee through the use of a conference telephone, video, or other communication equipment by means of which all persons participating in the meeting can hear and otherwise communicate with one another. Video conferencing may be substituted for conference telephones, so long as all participants can both receive and send communications by means of such devices and be provided with visual or other adequate assurances of the originator of communications received. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. The use of an artificial intelligence assistant or other technology, in lieu of or in conjunction with attendance by a Director at a meeting of the Board of Directors, or committee thereof, shall not constitute presence in person at such meeting.
ARTICLE VI
Committees
Section 1. Creation of Committees. A majority of the Directors may designate one (1) or more committees, each of which shall include two (2) or more Directors, a majority of members shall be Directors and can include any such other persons as the Directors shall appoint. The majority of the Directors shall create such standing, special or ad hoc committees as it sees fit. Such resolution to create a Board committee shall set forth the purpose, authority, membership, functions and reporting requirements of the committee.
A committee may not:
a. adopt a plan for the distribution of the assets of the Foundation, or for dissolution;
b. fill vacancies on the Board of Directors or on any of its committees;
c. elect, appoint or remove any officer or Director or member of any committee, or fix the compensation of any member of a committee;
d. adopt, amend, or repeal the Bylaws or the Articles;
e. adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Foundation; or
f. amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.
Section 2. Manner of Acting. Each committee, to the extent provided in the resolution creating such committee and except as limited by law, the Articles or these Bylaws, shall have and exercise the authority of the Board of Directors in the management of the Foundation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of a responsibility imposed upon it or their by law. Unless otherwise provided in the resolution creating a committee, such committee may select its chair, fix the time and place of its meetings, specify what notice of meetings, if any, shall be given, and fix its rules of procedure that shall not be inconsistent with these Bylaws or with rules adopted by the Board of Directors. Unless the appointment by the Board of Directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of committee members present, and voting at a meeting at which a quorum is present is necessary for committee action.
Section 3. Term of Office. Each member of a committee shall continue as such until their successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided by the Board of Directors, a majority of all members of a committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Action Without Meeting. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the committee entitled to vote with respect to the subject matter thereof. Such consents may be given in writing on and/or by facsimiles, email, copies or other reproduction or counterpart of the resolution stating the action to which consent is given.
Section 7. Attendance by Electronic Means. Members of a committee may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting.
ARTICLE VII
Advisory Board
Section 1. Creation of Advisory Board. The Board of Directors may maintain an advisory board composed of representatives of media, social, economic, political or educational sectors of the metropolitan area of the Foundation’s principal office.
Section 2. Term of Office. The number of members of the advisory board shall be as fixed by the Board of Directors from time to time. Each member of the advisory board shall hold office until the next annual meeting of the Board of Directors or for such longer period as the Board of Directors may decide, and until his or her successor shall have been elected and qualified. Members of the advisory board need not be residents of Illinois.
Section 3. Annual Meeting. To the extent an advisory board has been appointed, an annual meeting of the advisory board shall be held on or before October 30th each year for the transaction of such business as may come before the meeting.
Section 4. Regular Meetings. The Board of Directors may provide by resolution the time and place, either within or without the State, for the holding of additional regular meetings of the advisory board without notice other than such resolution. Notice of any annual or special meeting of the advisory board shall be given at least four days previously thereto in accordance with the guidelines set forth in Section 6 of Article V of these Bylaws.
Section 5. Special Meetings. Special meetings of the advisory board may be called by or at the request of the President or the Board of Directors. The person or persons authorized to call special meetings of the advisory board may fix any place, either within or without the State, as the place for holding any special meeting of the advisory board called by them.
Section 6. Location of Meetings. The Board of Directors may designate any place, either within or without the State, as the place of meeting for any annual meeting or for any special meeting of the advisory board called by the Board of Directors.
Section 7. Quorum. The advisory board shall not require a quorum to hold a meeting or adopt a recommendation to the Board of Directors. The advisory board shall in general operate by consensus. However, if no consensus may be practically obtained or established, the opinion of the majority of the members of the advisory board present at a meeting shall be the opinion of the advisory board. If the advisory board acts by majority vote rather than by consensus, the opinion or opinions of the minority shall be noted as such in the minutes of the meeting if requested by the minority.
Section 8. Vacancies. Any vacancy occurring in the advisory board may be filled by the Board of Directors. A member of the advisory board elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 9. Attendance by Electronic Means. Members of the advisory board or of any committee of the advisory board may participate in and act at any meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear and communicate with each other. Video conferencing may be substituted for conference telephones, so long as all participants can both receive and send communications by means of such devices and be provided with visual or other adequate assurances of the originator of communications received. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 10. Powers. An advisory committee may not act on behalf of the Foundation or bind it to any action but only may make recommendations to the Board of Directors or the officers of the Foundation.
ARTICLE VIII
Officers
Section 1. Enumeration. The initial officers of the Foundation shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also appoint one or more other officers as it shall deem appropriate. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary or Treasurer.
Section 2. Term of Office. The officers of the Foundation, with the exception of the President, shall be elected at the annual meeting of the Board of Directors and shall take office July 1st, unless the Board of Directors designates an alternative start date, and shall each serve for one (1) year or until a qualified successor may be elected. If the election of officers shall not be held at such annual meeting, such election shall be held as soon thereafter as may be convenient. Election as an officer does not constitute election to the Board of Directors. Vacancies in Board appointed officer positions may be filled, or new offices created and filled, at any meeting of the Board of Directors. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Foundation would be served thereby.
Section 3. President. The President of the Board of Directors shall preside at all meetings of the Board and have the necessary authority for the general supervision, direction and control of the business and affairs of the Foundation and shall perform all duties incident to the office of President and such other duties as may be assigned to them by the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Foundation or a different mode of execution is expressly prescribed by the Board of Directors, the President may execute for the Foundation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and they may accomplish such execution either individually or with the Secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.
Section 4. Vice-President. In the absence of the President or in the event of the President’s inability to act, the Vice-President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Foundation or a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws. In addition, in the event that the President resigns, is removed from office, becomes incapacitated or is unable to fulfill his/her duties that authority will fall to the Vice-President who shall become the Acting President. Upon assuming the role, the Acting President shall call a Special Meeting of the Board of Directors. The Board of Directors will determine if the Acting President should remain in the role as Acting President, in a situation where the Board President’s incapacity is temporary, or if the position of Board President should be filled for the remainder of the term. The Vice-President may sign all instruments in the name of the Foundation provided that the Board of Directors has authorized such instruments to be executed. The Vice-President shall assist the President in the discharge of duties as the President may direct and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 5. Secretary. The Secretary shall keep a record of all proceedings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records of the Foundation, if any; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the President or by the Board of Directors. The Secretary will submit meeting minutes within fourteen (14) days of such meeting for distribution, Board approval and to be filed as a permanent record. With the approval of the Board of Directors, the Secretary may delegate specified duties to an assistant secretary or other person for the effective conduct of the affairs of the Foundation.
Section 6. Treasurer. The Treasurer shall be the principal accounting and financial officer of the Foundation. The Treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the Foundation; have charge and custody of all funds and securities of the Foundation, and be responsible for the receipt and disbursement thereof; and perform all duties incident to the office of a Treasurer and such other duties as may be assigned to them by the President or the Board of Directors. The Treasurer will produce a monthly financial statement of income and expenses for the Board. The Treasurer shall present the books for audit and at such times as required by the State of Illinois. With the approval of the Board of Directors, the Treasurer may delegate specified duties to an assistant treasurer or other person for the effective conduct of the affairs of the Foundation.
ARTICLE IX
Liability, Indemnification and Insurance
Section 1. Limited Liability of Directors. Directors shall not be liable and no cause of action may be brought, for damages resulting from exercise of judgment or discretion in connection with the duties or responsibilities of such Director or from an act or omission of the Director in rendering such services, unless the act or omission involved willful or wanton conduct. As used herein, willful or wanton conduct means a course of action that shows an actual or deliberate intention to cause harm or which, if not intentional, shows an utter indifference to or conscious disregard for the safety of others or their property.
Section 2. Indemnification.
a. The Foundation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation) by reason of the fact that such person is or was a Director, officer, employee or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in, or not opposed to, the best interests of the Foundation, or, with respect to any criminal action or proceeding, had reasonable cause to believe that their conduct was unlawful.
b. The Foundation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the Foundation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of their duty to the Foundation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3. Right of Indemnity. To the extent that a present or former Director, officer, employee or agent of the Foundation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Section 2 of this Article IX, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection therewith, if that person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Foundation.
Section 4. Determination of Conduct. Any indemnification under Section 2 of this Article IX (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case, upon a determination that indemnification of the present of former Director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth under Section 2 of this Article IX. Such determination shall be made: (i) by the majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, (ii) by a committee of the Directors designated by a majority vote of the Directors, even though less than a quorum, or (iii) if there are no such Directors or if the Directors so direct, by independent legal counsel in a written opinion.
Section 5. Expenses and Advances. Expenses (including attorneys’ fees) incurred by an officer, Director, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that they are entitled to be indemnified by the Foundation as authorized in these Bylaws. Such expenses (including attorneys’ fees) incurred by former Directors and officers or by persons serving at the request of the Foundation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid on such terms and conditions, if any, as the Foundation deems appropriate.
Section 6. Other Rights. The indemnification and advancement of expenses provided by this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of the disinterested Directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person. A right to indemnification or to advancement of expenses arising under Section 2 of this Article IX shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.
Section 7. Insurance. The Foundation may purchase and maintain insurance policies on behalf of any person who is or was a Director, officer, employee or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by them in any such capacity, or arising out of their status as such, whether or not the Foundation would have the power to indemnify them against such liability under the provisions of this Article.
Section 8. Grantee Selection Liability. All Directors and officers who may be involved in selecting scholarship and/or internship recipients of the Foundation shall not be held liable for the outcome of such selection as it may affect individual candidates.
Section 9. Contract with the Foundation. The provisions of this Article IX shall be deemed to be a contract between the Foundation and each Director, officer, employee or agent who serves in any such capacity at any time while this Article and the relevant provisions of the Act, as amended, or other applicable law, if any, are in effect, and any repeal or modification of such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts. The invalidity or unenforceability of any provision in this Article IX shall not affect the validity or enforceability of the remaining provisions of this Article IX.
ARTICLE X
Conflicts or Duality of Interest
Section 1. Purpose. The purpose of this conflict-of-interest policy is to protect the Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or committee members of the Foundation.
Section 2. Definitions.
a. Interested Person. Any director, principal officer, or member of a committee of the Foundation 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:
i. an ownership or investment interest in any entity with which the Foundation has a transaction or arrangement, or
ii. a compensation arrangement with any entity or individual with which the Foundation has a transaction or arrangement, or
iii. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with the Foundation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration, as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. 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 3. Procedures.
a. Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of their financial interest to the members of the Board of Directors, or to the members of a committee with powers delegated by the Board, which is 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, they shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Directors or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
i. The President of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
ii. After exercising due diligence, the Board of Directors or committee shall determine whether the Foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
iii. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested Directors (even though the disinterested Directors be less than quorum) or committee members whether the transaction or arrangement is in the Foundation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Foundation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
iv. An interested person may make a presentation at the Board of Directors or committee meeting, but after such a presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
d. Violations of the Conflicts of Interest Policy.
i. If the Board of Directors or committee has reasonable cause to believe that a person has failed to disclose actual or possible conflicts of interest with respect to the Foundation, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the Board of Directors or committee determines that the person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action.
Section 4. Records of Proceedings. The minutes of the Board of Directors and all committees with Board-delegated powers shall contain:
a. 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.
b. 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 therewith.
Section 5. Committees: Membership and Voting Rights. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that person’s compensation.
Section 6. Periodic Reviews. To ensure that the Foundation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable and are the result of arm’s length bargaining.
b. Whether the Foundation’s existing transactions and arrangements (if any) with service providers result in inurement or impermissible private benefit.
c. Whether the Foundation’s partnership and joint venture arrangements and arrangements with management service organizations (if any) conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the Foundation’s charitable purposes and do not result in inurement or impermissible private benefit.
Section 7. Use of Outside Experts. In conducting the periodic reviews provided for in Section 6, the Foundation may, but need not, use outside advisors. If outside experts are used their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.
Section 8. Conflicts of Interest Statement. Each interested member of the Board of Directors and any interested officer of the Foundation shall be required to sign the Foundation’s Conflicts of Interest Statement, which shall be updated annually, as appropriate.
ARTICLE XI
Grants and Contributions
Section 1. Powers. The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the Articles and these Bylaws shall be within the exclusive power of the Board of Directors.
Section 2. Grants to Organizations. In furtherance of the Foundation’s purpose, the Board of Directors shall have the power to make grants to any organization organized and operated exclusively for charitable, religious, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Code.
Section 3. Grants to Individuals. Subject to Article XII herein, in furtherance of the Foundation’s exempt purposes, the Board of Directors shall also have the power to make grants to or on behalf of individuals for charitable, scientific, or educational purposes, so long as such grants are made in an objective and non-discriminatory manner.
Section 4. Review of Grant Solicitations. The Board of Directors may review all requests for funds from individuals or other organizations, may require that such requests specify the use to which the funds will be put, and if the Board of Directors approves the request, may authorize payment of such funds to the approved grantee.
Section 5. Non-Solicitated Grantee. The Board of Directors may, in its absolute discretion, make grants to organizations organized and operated exclusively for charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Code without prior application of such organizations to the Board of Directors.
Section 6. Grant Refusals. The Board of Directors may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all the purposes for which funds are requested.
Section 7. Solicitation on behalf of Grantee. After the Board of Directors has approved a grant to an individual or another organization for a specific project or purpose, the Foundation may solicit funds for the grant to the specifically approved project or purpose of the other organization. However, the Board of Directors shall at all times have the right to withdraw approval of the grant and use the funds for other charitable, scientific, or educational purposes.
Section 8. Review of Funds. The Board of Directors may require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board of Directors.
Section 9. Misuse of Funds. Whether before or after the Board of Directors has made a grant to an individual or an organization pursuant to this Article XI, if the Board of Directors becomes aware of misuse of funds distributed by the Foundation, the Board of Directors may take any and all action to recover such misused funds the Board of Directors, in its sole discretion considers necessary and appropriate under the circumstances. Such action may include, without limitation: withholding of further distributions, civil suits to recover any misused funds, and the filing of criminal charges.
ARTICLE XII
Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be co-signed by (i) the President or Vice-President and (ii) the Secretary or Treasurer of the Foundation.
Section 3. Deposits; Investments. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Loans. No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 5. Gifts and Gift Programs. The Board of Directors or the President may accept on behalf of the Foundation any contribution, gift, bequest or devise of any kind or nature for the general purposes or for any special purpose of the Foundation.
ARTICLE XIII
Seal
The Foundation has no corporate seal.
ARTICLE XIV
Books and Records
The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. The Foundation shall keep at its registered or principal office a record giving the names and addresses of the Directors.
ARTICLE XV
Fiscal Year
The fiscal year of the Foundation shall be the twelve-month period ending on the last day of December each year.
ARTICLE XVI
Amendments to Bylaws
These Bylaws may be revised, amended or repealed at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of all of the Directors present at such meeting, provided that notice of such meeting shall be given to each Director at least four (4) days before the date of such meeting. The notice shall state that the purpose of such meeting is to revise, amend or repeal these Bylaws, as the case may be, and a copy of the proposed revision or amendment shall be attached to such notice.
ARTICLE XVII
Amendments to Articles of Incorporation
The Articles may be amended at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of all of the Directors then serving, provided that written notice of such meeting shall be given to each Director at least four (4) days before the date of such meeting. The notice shall state that the purpose of such meeting is to amend the Articles, and a copy of the proposed amendment shall be attached to such notice.