As Adopted February 9, 2010.
Amended on July 15th, 2010, January 3rd, 2011, January 31st, 2011, December 8th, 2011, March 5, 2012, June 27th, 2014, November 13th, 2014, March 9, 2015, April 18, 2016, June 13, 2019, November 9, 2021. and and May 3, 2023.
Section 1.01 Name: The organization (formerly known as the Investigative News Network) name is the Institute for Nonprofit News (INN).
Section 1.02 Purpose: The Corporation is organized and will be operated exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code, including: fostering and promoting the highest quality investigative and public service journalism by means of, among other things, providing network-building, editorial and financial support to nonprofit, tax-exempt member news organizations.
Section 2.01 Authority of Directors: The Board of Directors (“the Board”) is the policy-making body and may exercise all the powers and authority granted to the Corporation by law. The Board shall oversee the Corporation’s operations.
Section 2.02 Number of Directors: The Board shall consist of no more than thirteen (13) nor fewer than three (3) Directors. The number of Directors may be increased or decreased from time to time by Board resolution or amendment to these bylaws; however, a change in the number of Directors shall not remove a Director from his or her position as a Director prior to the expiration of his or her term of office. In addition, the Chief Executive Officer (CEO) shall serve as an ex officio, nonvoting and not an official member of the Board of Directors for legal purposes.
Section 2.03 Election and Term of Directors: The Board shall consist of the CEO, six (6) “Public Directors” and six (6) Member Directors. When a Member Director is elected chair, the Board may consist of six (6) Public Directors and seven (7) Member Directors, including the chair. Public Directors shall consist of persons of stature who are not on staff or receiving compensation from a member organization who are known for their strong commitment to and/or expertise in journalism, social enterprise or the nonprofit news model and/or who bring a broader outside perspective or expertise to help INN achieve its mission. Public Directors shall be selected by the other Public Directors and ratified by the full Board of Directors. A Director shall hold office for a term of three (3) years. Directors may serve two (2) consecutive three (3) year terms.
At the Board Chair’s discretion, the board may award Emeritus Director status to a past Board Chair or Director who is coming off the board after serving two or more terms as a Director. Emeritus Directors are nominated by the Chair and confirmed by a majority vote of the Board to up to three (3) three-year terms, as long as the director remains active in providing continuing and meaningful contributions to the benefit of INN and wishes to serve. These are non-voting positions. Emeritus Directors may not be officers or employees of INN, and they may choose to end their terms at any point. Duties of an Emeritus Director may include representing INN at the request of the Board Chair or CEO; attending Board or committee meetings and providing advisory services on appropriate matters. Emeritus Directors are invited but not required to attend INN board meetings or events; participation is at their own discretion.
Section 2.04 Resignation and Removal: Resignations are effective upon receipt by the Secretary (or receipt by the Chair or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. One or more Directors may be removed at a meeting called for that purpose, with or without cause, by majority vote of the entire Board.
Section 2.05 Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.
Section 2.06 Meetings: The Board shall hold at least four (4) regular meetings annually, with at least one (1) meeting at which the agenda includes filling vacancies on the Board, if any, arising from expiration of terms. Regular meetings shall be held at such dates, times, and places as determined by the Board, with a majority of Directors attending in person or by conference telephone, video or similar communications. Special meetings may be called by any the Chair or by any three (3) Directors with telephone or written notice, including notice by electronic mail with delivery service notification. The notice of any meeting shall state the date, time, and place of such meeting.
If a Director fails to attend two (2) consecutive meetings of the Board, the Board shall evaluate the Director’s contribution to the work of the Corporation, his or her reasons for not attending the meetings, as well as any other relevant factors, and if it appears to be in the best interest of the Corporation, may declare the position vacant.
Section 2.07 Waivers of Notice: Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Director at a meeting, in person or by conference telephone, video or similar communications equipment, without objection to the lack of notice of the meeting, shall also waive notice by such Director.
Section 2.08 Quorum and Voting: Unless a greater proportion is required by law, a quorum shall consist of a majority of the total number of Directors in office. All decisions will be by majority vote of those present at a meeting at which a quorum is present. The Board shall not transact any business at any meeting at which a quorum is not present, except that Directors at a duly held meeting at which a quorum was initially present may continue to transact business, despite the departures of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Section 2.09 Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 2.10 Meetings by Conference Telephone or Video: Any or all Directors may participate in a meeting by conference telephone, video or similar communications equipment, so long as Directors participating in such meeting can hear one another, and such participation shall constitute presence in person at the meeting.
Section 2.11 Compensation of Directors: Directors shall not be compensated for serving on the Board, but the Corporation may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation. In addition, Directors who also serve as employees of the Corporation may be compensated for their service as employees. There shall be no more than one paid staff member on the Board; this shall be the CEO unless the CEO is not paid, in which case it may be any other Board member. A compensated person serving on the Board shall not serve as the Chair or Treasurer. If a person receives a stipend or fee for providing services to INN or INN members and is subsequently elected to the Board, the Director is not required to return any prior fee or stipend but can receive no further compensation after election.
Section 3.01 Qualifications: Members of the Corporation shall be those organizations that apply for and are selected for membership and meet any other criteria set by the Board or the Membership. Once an organization becomes a Member of the Corporation it shall remain a Member unless removed at a meeting called for that purpose, by a majority vote of the Board of Directors in accordance with the current INN membership agreement. Membership will be limited to organizations described in IRS Section 501(c)(3).
Section 3.02 Election of Member Directors: On an annual basis, the Executive Directors/CEOs of the member organizations shall elect from among themselves representative(s) to serve on the Board. Candidates for the election will be determined based on nominations from the membership who meet standards prescribed by the board’s Nomination Committee, as updated from time to time. The committee may also designate certain candidates as being board recommended. These candidates must meet the same standards as all nominees, and the committee should make best efforts for there to be at least two endorsed candidates for each open seat. Board recommended candidates will be chosen to prioritize diverse representation of the members and the overall diversity of the board. Diversity may include racial, ethnic and gender diversity, as well as diversity in terms of coming from organizations with varying budget sizes, coverage areas and perspectives. The number of newly elected Member Directors each year will be based on the number of open seats, as determined by terms outlined in Section 2.03. Each member organization shall have one (1) vote. Voting may be conducted by email, digital poll or similar technology
Section 3.03 Special Meetings: Special meetings of the members may be called by the Chair of the Board of Directors of the Corporation or by a majority of the members. Written notice, by electronic mail with delivery service notification, stating the date, time and place of the special meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days before the date of the meeting, by or at the direction of the Chair, the Secretary, or the officers or persons calling the meeting. Emailed or other electronic notice shall be deemed to be delivered with receipt of delivery service notification.
Section 3.04 Presiding Officer and Secretary: At any meeting of the members, if neither the Chair of the Board, if any, nor CEO nor a person designated by the Board to preside shall be present, the members present shall appoint a presiding officer for the meeting. If the Secretary is not present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.
Section 3.05 Meetings by Conference Telephone or Video: Any or all of the members may participate in a special meeting of the members by conference telephone, video or similar communications equipment, so long as all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at the meeting.
Section 3.06 Transition of terms: If the term of Member Directors is altered and such alteration leads to a period where fewer than two Member Director positions are open in any one year, the Board of Directors may, at its discretion, authorize the addition of one (1) additional Member Director position without regard to the limitations imposed by Article II. This additional director position should sunset as soon as practical based on elections in subsequent years, though at no time should fewer than two seats be up for election at any one time.
Section 4.01 Composition: The Board may designate committees and appoint committee members. Committees shall consist of at least two (2) individuals. Those committees which exercise the authority of the Board shall consist only of Directors.
Section 4.02 Procedures & Authority: The Board may make provisions for appointment of the Chair, establish procedures to govern their activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, business, and/or activities of the Corporation.
Section 4.03 Finance Committee: The Treasurer is the Chair of the Finance Committee, which includes one (1) other Director. The Finance Committee may also include one (1) outside expert, appointed by the Finance Committee, who has prior experience in nonprofit finance and governance. The Finance Committee shall meet – either in person or via conference telephone, video or other similar communications at least three (3) times per year.
The Finance Committee is responsible for overseeing and reviewing fiscal matters, fundraising plans, and the annual budget with staff, and other Directors. The Board must approve the budget and all planned expenditures within the budget prior to the start of the fiscal year. The fiscal year shall start on January 1 and end on December 31. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization – such as the latest 990 filing, independent audit and reports of activities and impact – shall be made available to the membership.
Section 4.04 Non-delegation of Fiduciary Duty: The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.
Section 4.05 Nomination Committee: The Vice Chair of the Board is the Chair of the Nomination Committee, which includes two (2) other Directors. The Nomination Committee is responsible for nominating qualified persons as Public Directors and, in coordination with staff, encouraging members to run for Member Director seats during annual elections, as well as nominating persons to fill vacancies of unexpired terms. The Nomination Committee develops or updates Board recruiting priorities on an annual basis based on input from the full Board and leads discussion about potential candidates during every Board meeting. The Nomination Committee also supports staff with orientation of new Directors.
Section 4.06 Executive Committee: There shall be an Executive Committee composed of the Chair, Vice Chair, Secretary, Treasurer and any other officers designated by the Board. The Executive Committee acts with full authority of the Board between Board meetings, subject to statutory and Board-imposed limitations on committee action. The Executive Committee supports communications between CEO and the Board between meetings. The Executive Committee conducts performance and compensation reviews for the CEO, making recommendations to the Board. When requested by the CEO, the Executive Committee provides input on operating and personnel matters.
Section 5.01 Officers: The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, a Treasurer, and such other officers as the Board may designate.
Section 5.02 Election of Officers; Terms of Office: The Chair, the Vice Chair, the Secretary, and the Treasurer and other officers, if any are designated, who shall serve up to two (2) consecutive three (3) year terms, shall be elected by the Board at a regular meeting designated for Director elections in each year that such positions have become vacant due to expiration of an officer’s term. Officers shall be eligible for reelection to office by the Board, up to a maximum of two (2) consecutive three (3) year terms. Directors who are elected Chair of the Board shall no longer be subject to member elections or re-appointment based on their original Board terms, but may serve up to two three-year terms as Chair.
Section 5.03 Powers and Duties of Officers: Subject to the control of the Board of Directors, all officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board.
(a) Chair: The Chair shall preside at all meetings of the Board of Directors, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the Corporation in accordance with the policies and directives approved by the Board of Directors.
(b) Vice Chair: The Vice Chair shall understand the responsibilities of the Chair and assume those duties in the Chair’s absence. The Vice Chair shall carry out assignments as requested by the Chair. The Vice Chair shall lead the Director nomination and election process as Chair of the Nomination Committee.
(c) Secretary: The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Corporation, if any; and the Secretary shall have the authority to affix the same to any instruments requiring it; and when so affixed, it may be attested to by his or her signature. The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his or her signature.
(d) Treasurer: The Treasurer shall be responsible for all funds and securities of the Corporation. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform all other duties incident to the office of Treasurer, subject to the supervision of the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his or her duties as the Board may require, for which the Treasurer shall be reimbursed.
Section 5.04 Resignation: Resignations are effective upon receipt by the Secretary (or receipt by the Chair or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.
Section 5.05 Removal: One or more officers may be removed by the Board at a meeting called for that purpose, with or without cause.
Section 5.06 Vacancies: Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term may be filled by the Board for the remainder of the unexpired term.
Section 5.07 Chief Executive Officer: The Board of Directors shall hire the Chief Executive Officer (CEO) of the Corporation. Unless a contract, these bylaws, or a law provide otherwise, the Board may remove such CEO at any time with or without cause at a meeting called for that purpose. The CEO shall have general and active management of the programs and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The CEO shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.
Section 6.01 Definitions: “Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or congressional (or other body’s) investigation, hearing, or other proceeding.
“Eligible Person” shall mean any person who at any time was or is a Director, a member of any committee or subcommittee, an officer, an agent, an employee, or a volunteer of the Corporation.
Section 6.02 Right to Indemnification: Any Eligible Person made a party to or respondent in a Matter by reason of his or her position with or service to the Corporation shall, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, except in relation to Matters as to which (i) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interests of the Corporation, (ii) in the case of a criminal Matter, the person had reasonable cause to believe that his or her conduct was unlawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty.
Section 6.03 Limitation on Right of Indemnification: Except where an Eligible Person has been successful on the merits with respect to such Matter, any indemnification hereunder shall be made only after (i) the Board (acting by a quorum consisting of Directors who were not involved in such Matter) determines that the Eligible Person met the applicable indemnification standard set forth in Section 6.02 above; or (ii) in the absence of a quorum, a finding is rendered in a written opinion by independent legal counsel that the person or persons met the applicable indemnification standard set forth in paragraph Section 6.02 above.
Section 6.04 Other Rights: The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder. This indemnification shall in the case of the death of the person entitled to indemnification inure to the benefit of his or her heirs, executors, or other lawful representative.
Section 6.05 Interim Indemnification: The Corporation shall, with respect to a Matter described in Section 6.02, advance attorneys fees as interim indemnification to any Eligible Person if the following conditions are satisfied: (i)(a) the Board (acting by a quorum consisting of Directors who are not involved in such litigation) determines that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above or (b) in the absence of such a quorum, a finding is rendered in a written opinion by independent legal counsel that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above; and (ii) the Eligible Person (a) requests interim indemnification, (b) agrees to repay the interim indemnification promptly upon a determination unfavorable to him or her under Section 6.03, and (c) deposits a bond or equivalent security.
Section 6.06 Insurance: The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him which arises out of such person’s status in such capacity or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
Section 7.01 Checks, Drafts, and Contracts: The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 7.02 Annual Financial Statements: Complete financial statements shall be presented to and reviewed by the Board after the close of each fiscal year.
Section 8.01 Purpose: The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Corporations.
Section 8.02 Definitions:
Interested Person: Any Director, principal officer, or member of a committee with Board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
(b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
(c) Is considering an ownership or investment interest in or compensation arrangement with any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation: Direct and indirect remuneration, including gifts or favors that are not insubstantial.
Conflict of Interest: A conflict between the personal or financial interests and the official or professional responsibilities of a person in a position of trust; however, a financial interest is not necessarily a conflict of interest. Under Section 8.03 (b), 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 8.03 Procedures:
(a) Duty to Disclose: If an actual or possible conflict of interest arises, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees considering the proposed transaction or arrangement.
(b) Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts and after any discussion with the interested person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest:
(i) An interested person may make a presentation at the Board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest.
(ii) The Chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(iii) After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
(d) Violations of the Conflicts of Interest Policy:
(i) If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 8.04 Records of Proceedings: The minutes of the Board 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 with the proceedings.
Section 8.05 Compensation:
(a) A member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his/her compensation.
(b) A member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his/her compensation.
(c) Any member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, may provide information to any committee regarding compensation.
Section 8.06 Annual Statements: Each Director, principal officer, and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflicts of interest policy;
(b) Has read and understands the policy;
(c) Has agreed to comply with the policy; and
(d) Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 8.07 Periodic Reviews: To ensure the Corporation avoids private inurement, impermissible private benefit, and excess benefit transactions, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information; and
(b) Whether partnerships, joint ventures, and arrangements with management Corporations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
Section 8.08 Use of Outside Experts: When conducting the periodic reviews as provided for in Section 8.07, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
Section 9.01 Recordkeeping: The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Board or committee meetings, and all meetings of committees with Board designated powers reflecting at a minimum the names of those in attendance, any resolutions passed, and the outcomes of any votes taken.
Section 9.02 Public Disclosure: After receiving IRS recognition of its 501(c)(3) status, the Corporation shall keep available for public inspection at its principal place of business and any branch office copies of the Form 1023 (exemption application) as filed and any Form 990 (information tax return) filed within the past three years. Names and identifying information of contributors shall be redacted from publicly available copies. In addition, as required by the tax code and regulations, the Corporation shall either (i) make such materials widely available to the public, such as by posting on the Internet, or (ii) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the Corporation is the target of a campaign of harassment.
Section 9.03 Public Reports: On at least a biennial basis, the Corporation will publish and make publicly available an updated account of the Corporation’s purposes, structure, programs, and financial condition. Audits will be posted annually once accepted by the Board.
Section 10.01 Amendments: Except as otherwise provided by law, these Bylaws may be amended or repealed and new bylaws adopted by approval of the Board as outlined in Sections 2.08 and 2.09.
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