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NOWCastSA Bylaws

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Bylaws of NOWCastSA

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NOWCastSA Bylaws

  1. 1. 1 BYLAWS OF NOWCastSA ARTICLE 1 NAME The name of the corporation (hereafter referred to as the “Corporation”) is NOWCastSA. The purpose of the Corporation is to create a more informed community and a more civically engaged community by publishing non-commercial, high-quality community journalism and by creating an interactive forum for discussion of issues affecting people in order to support democracy and strengthen community. NOWCastSA’s mission is to facilitate an inclusive civic conversation by empowering neighbors to identify common issues and share information through education, training, community news, events and multimedia. The Corporation shall engage only in those activities permitted under Section 501(c)(3) of the Internal Revenue Code. ARTICLE 2 BOARD OF DIRECTORS 2.1 Powers: The Board of Directors of the Corporation shall control and manage the activities of the Corporation for the purposes described in Article 1 2.2 Numbers: The Board of Directors of the Corporation shall consist of not less than four (4) nor more than fifteen (15) directors. 2.3 Nomination Selection and Election of the Board of Directors: All directors shall be appointed by the Board of Directors. The nominating committee shall recommend and the board shall nominate and approve new members as vacancies occur. 2.4 Term: Each Director shall serve for a term of three (3) years. Any director may be removed with our without cause by action of the Board of Directors. One specified cause shall be absence from three (3) consecutively scheduled meetings of the board 2.5 Mandatory Meeting Requirements: Each director must attend at least 50 percent of the aggregate of regular plus special meetings. A director shall be deemed to have withdrawn from the Board of Directors, creating a vacancy on the Board, if that Director has unexcused absences from more than one-half (1/2) of the meetings of the Board in any twelve (12) consecutive month period. ARTICLE 3 MEETINGS OF THE BOARD OF DIRECTORS 3.1 Number, Date and Place: The Corporation shall hold at least four meetings of the Board of Directors in each calendar year. The annual meeting of the Board of Directors shall be held during the month of April, at such time and place as the Board of Directors or Board Chairman may determine, for the purpose of selecting officers, and for transacting such other business as may come before the meeting.
  2. 2. 2 3.2 Notice: Notice of all meetings of the Board of Directors of the Corporation, stating the time and place of such meeting, shall be given by any officer of the Corporation by mailing the same to each director at his or her address as the same shall appear on the records of the Corporation. Notice of a regular meeting shall be given at least ten (10) days prior to the date of the meeting. Notice of a special meeting shall be given at least five (5) days prior to the date of the meeting and will include the specific purpose of the meeting. Notice of a special meeting to be held as a telephone meeting shall be given at least three (3) business days prior to the meeting, and will include the specific purpose of the meeting. No notice need be given to any Director from whom a written waiver of notice has been received. 3.3 Quorum: A quorum of the Board of Directors shall be a majority of the Board of Directors. 3.4 Action by Directors Without a Meeting: a) Unanimous Written Consent: Any action required or permitted to be taken at a meeting of the Board of Directors or committee of the Corporation may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all directors or committee members entitled to vote. b) Non-Unanimous Written Consent. Any action that may be taken at a meeting of the Board of Directors or committee of the Corporation may be taken without a meeting as permitted by Section 6.202 of the Texas Business Organizations Code if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of the Board of Directors or committee members as would be necessary to take that action at a meeting at which all the directors or committee members were present and voted. 3.5 Telephone Meeting: Subject to the provisions of these Bylaws for notice of meetings, members of the Board of Directors of the Corporation and members of any committee designated by the Board may participate in and hold a meeting of the members of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.5 shall constitute presence in person at such meeting, except for a person who participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE 4 OFFICERS 4.1 Number and Designation: The officers of the Corporation shall consist of a Board Chair a Vice Chair, a Secretary and a Treasurer. 4.2 Election: The Board of Directors shall elect the officers described in Section 3.1 at its annual meeting. The Board of Directors will nominate and approve an interim officer until the annual meeting. 4.3 Duties: The duties of the officers of the Corporation are: a) Board Chair: The Chair shall preside at all meetings of the Board of Directors, shall appoint all committees and the chairpersons thereof unless otherwise directed by the Bylaws, and shall call special meetings of the Board whenever the Chair deems it necessary or upon written request of a majority of the members of the Board. b) Vice Chair: The Vice Chair shall serve in the absence of the Board Chair or in the event of the Board Chair’s death or inability or refusal to act, and when so acting shall have all the powers of the Board Chair. The Vice Chair shall perform such other
  3. 3. 3 duties as from time to time may be assigned by the Board Chair or the Board of Directors. c) Secretary: The Secretary shall keep the minutes of the meetings of the Board. The Secretary shall keep minutes of all other committees. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors and notice of all meetings of all committees. d) Treasurer: The Treasurer shall supervise the finances of the Corporation under such regulations as the Board of Directors shall determine. e) Executive Committee: The four officers named above shall constitute the voting members of the Executive Committee of NOWCastSA. The chief executive of the Corporation shall be an ex officio (without vote) member of the Executive Committee. The Executive Committee shall be authorized by the Board to execute the Board’s will between Board meetings. The Chair shall exercise primary responsibility in executing the Board’s will, in overseeing the work of staff, and in calling on other executive committee members for support. Other duties of the Executive Committee are provided in Section 6 (b) (1). 4.4 Other Powers and Duties: The officers shall have such other duties and powers as may be delegated to them by the Board Chair or as the Board of Directors may prescribe. 4.5 Compensation: Officers and Directors of the Corporation shall perform the normal duties associated with their respective offices without compensation. ARTICLE 5 AMENDMENT OF BYLAWS 5.1 Bylaws: These bylaws shall be amended by a two-thirds majority vote of the Board in regular or special called meetings. 5.2 Notice: Notice of any proposed change in the bylaws shall be mailed or emailed to the Directors five business days prior to the meeting at which the change will be considered. ARTICLE 6 COMMITTEES 6.1 Standing Committees a Members: Members to standing committees shall be limited to current members of the Board. b Committees: The following are to be standing committees for the NOWCastSA: Executive Committee, Nominating Committee, Bylaws Committee, Personnel Committee and Audit Committee. (1.) Executive Committee: (a.) The officers of the NOWCastSA Board of Directors shall constitute the Executive Committee. (b.) The Executive Committee shall: i. Appoint Standing Committees
  4. 4. 4 ii. Appoint and create Ad Hoc committees as needed, with ratification by a majority vote of the Board. iii. May assist the Board Chair in developing a tentative agenda for Board meetings. (2.) Nominating Committee: (a.) The principal function of the Nominating Committee shall be to nominate individuals to fill officer vacancies and vacancies on the Board of Directors. (b.) The Nominating Committee may also perform other related functions. (c.) At the meeting in which the elections of Directors and Officers will be held, nominations may be made from the floor. (3.) Bylaws Committee (a.) The Bylaws Committee is responsible for the periodic review and revision of the Corporation’s Charter and Bylaws. It shall submit appropriate recommendations to the Board of the appropriate Charter and Bylaws. (b.) The Bylaws Committee shall meet upon call by its chair. (4.) Personnel Committee a) The Personnel Committee is responsible for the development, review and modification of personnel policies and procedures for all employees of the corporation, to include policies and employee handbook, as evidenced by Exhibit A, attached hereto and incorporated herein by this reference. b) The personnel committee shall meet upon call of its chair. c) On behalf of the board, the personnel committee, with the assistance of the administrative staff, shall provide due recognition and information to employees loyally serving the Corporation. (5.) Audit Committee a) The Audit Committee is responsible for recommending to the Board the firm to perform the annual audit of the Corporation. The Audit Committee shall meet with and receive, review and evaluate the findings of the auditors and, based upon this review and evaluation, shall make recommendations to the Board and staff concerning financial operations of the Corporation. b) The Audit Committee is also responsible for conducting a review of conflict of interest information regarding Directors and all staff members with administrative responsibility, selected employees, and selected volunteers. c) The Audit Committee shall perform other audit functions as required.
  5. 5. 5 d) The Audit Committee shall meet as necessary, but no less than annually. c. Members and Term: Except for the Executive Committee, each standing committee shall consist of a minimum of three (2) members appointed by the Executive Committee and shall serve for a term of one (1) year from their appointment date. Standing committees may meet at their discretion as often as deemed necessary and shall provide an oral and written report to the Board at each regularly scheduled meeting. 6.2 Ad Hoc Committees: a. Ad Hoc committees may be appointed and created by the Executive Committee as needed. ARTICLE 7 MISCELLANEOUS 7.1 Conflict of Interest: Each director shall disclose to the Board of Directors any duality of interest or possible conflict of interest whenever the duality or conflict pertains to a matter being considered by the Board. Any director having duality of interest or conflict of interest on any matter shall recuse her or himself from the discussion and action. Without limiting the foregoing, the above shall comply with a conflict of interest policy set forth as Exhibit B, attached hereto and incorporated herein by this reference. 7.2 Extent of Indemnification: The Corporation shall indemnify any person who is serving or has served as a Director, officer or committee member of the Corporation to the greatest extent then permitted by the Texas Business Organization Code and other applicable law. Indemnification as provided in this Article 8 shall inure to the benefit of the heirs, executors, and administrators of any person who held a position named in this section. 7.3 Other Remedies: Indemnification provided in this Article shall not be exclusive of any other rights to which a person who held a position identified in Section 8.1 may be entitled by law, agreement, vote of disinterested Directors, or otherwise. 7.4 Standard of Conduct: Each Director and officer shall discharge his or her duties as a director or officer in good faith, in a manner in which the director or officer reasonably believes to be in the best interest of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. 7.5 Nondiscrimination Policy: It shall be the policy of the NOWCastSA to prohibit discrimination on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, veteran status, age or disability. NOWCastSA will maintain a policy of equal employment opportunity. No NOWCastSA employee or applicant for employment with NOWCastSA will be denied employment or promotion because of race, color, religion, disability, sex, sexual orientation, gender identity, veteran status, age or national origin. Fair and impartial treatment will be extended to all NOWCastSA employees and applicants for employment with NOWCastSA. 7.6 Parliamentary Procedure: All meetings of the Board of Directors and any committee shall be conducted, upon request of any participant, pursuant to the parliamentary authority provided in the most recent revision of “Robert’s Rules of Order.”
  6. 6. 6 FISCAL YEAR The fiscal year of the Corporation shall be the calendar year. ARTICLE 8 CHECKS, NOTES AND CONTRACTS 8.1 Checks, Notes and Contracts: The Board of Directors shall conduct all business according to the policy in Exhibit C, attached hereto and incorporated herein by this reference. REVISION ADOPTED by the Board of Directors on September 17, 2013

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