Bylaws

As Adopted As of 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, and April 18, 2016.

ARTICLE I - NAME AND PURPOSES

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 administrative, editorial and financial support to nonprofit, tax-exempt member news organizations.

ARTICLE II - AUTHORITY AND DUTIES OF DIRECTORS

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 twelve (12) 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)/President shall serve as an ex officio, nonvoting member of the Board of Directors.

Section 2.03 Election and Term of Directors: The first Board of Directors of the Corporation shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office until the first election of Directors. Thereafter, the Board shall consist of the CEO, six (6) “Public Directors” and six (6) Member Directors. 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 investigative journalism 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 at the Annual Meeting. A Director shall hold office for a term of two years and until his or her successor has been elected and qualified; however, Directors shall be elected so that the terms of one-half of the Directors shall expire in alternate years (although this may require some Directors to be elected for only a one-year term). Directors may serve five (5) consecutive two (2) year terms.

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 (1) regular meeting annually, which shall be known as the Annual Meeting, and at least two (2) other regular meetings, evenly spaced and with a majority of Directors attending in person or by conference telephone, per calendar year. 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, 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 Board members in office. All decisions will be by majority vote of those present at a meeting at which a quorum is present.

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 Participation in Meeting by Conference Telephone: Any or all members of the Board may participate in a meeting by conference telephone or video or similar communications equipment, so long as members 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.

ARTICLE III - MEMBERS

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 INN membership agreement adopted on January 3rd, 2011. Membership will be limited to organizations described in Section 501(c)(3).

Section 3.02 Members Council: The Executive Directors/CEOs of the member organizations shall meet annually as a Members Council. The Members Council shall elect from among themselves four members to serve on the Board. The Members Council shall have no powers other than to elect representatives to the Board of Directors.

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.

Section 3.04 Place and Time of Meetings: Meetings of members may be held at such place, within or without the District of Columbia, and at such hour as may be fixed in the notice of the meeting.

Section 3.05 Notice of Annual and Special Meetings: Written or printed notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail or email with delivery service notification, by or at the direction of the Chair, the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.

If mailed, notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the member at his/her address as it appears in the records of the Corporation. If emailed, notice shall be deemed to be delivered with receipt of delivery service notification.

Section 3.06 Waivers of Notice: Whenever notice is required to be given to any member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver in writing signed by the member 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 member at a meeting, in person, by conference telephone, or by proxy, without objection to the lack of notice of the meeting, shall also waive notice by such member.

Section 3.07 Quorum: Members having at least a majority of the votes entitled to be cast represented in person or by proxy shall constitute a quorum at a meeting of members for the transaction of any business. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Members who vote by mail, telephone call, telegram, cablegram electronic mail, or any other means of electronic or telephonic transmission shall be deemed to be present for purposes of consideration of the matters upon which they have voted.

If a meeting cannot be organized because the quorum requirement has not met, those present may adjourn the meeting until a subsequent meeting at which quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

Section 3.08 Proxies: A member entitled to vote may vote in person or may authorize another person to act for such member by proxy. No proxy shall be valid after eleven (11) months from the date of its execution by delivery to the proxy holder, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

A member or his duly authorized officer, director, employee, or agent, may authorize another person to act for the member as proxy by transmitting or authorizing the transmission of a telephone call, telegram, cablegram electronic mail, or any other means of electronic or telephonic transmission to the person who will be the holder of the proxy, provided that the member shall state or submit information from which it can be determined that the method of voting was authorized by the member.

Section 3.09 Vote: Each member shall have one (1) vote. Whenever any corporate action is to be taken by vote of the members, it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.

Voting on all matters may be conducted by mail, telephone call, telegram, cablegram electronic mail, or any other means of electronic or telephonic transmission provided that the member shall state, or submit information from which it can be determined that the method of voting chosen was authorized by the member.

Section 3.10 Presiding Officer and Secretary: At any meeting of the members, if neither the Chair of the Board, if any, nor President, nor a Vice-President, nor a person designated by the Board to preside shall be present, the members present shall appoint a presiding officer for the meeting. If neither the Secretary nor an Assistant Secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.

Section 3.11 Action Without a Meeting: Any action required by the District of Columbia Nonprofit Corporation Act to be taken at a meeting of the members of the Corporation or any action which may be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Mayor of the District of Columbia under the District of Columbia Nonprofit Corporation Act.

Section 3.12 Meetings by Conference Telephone: Any or all of the members may participate in a meeting of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting.

ARTICLE IV - COMMITTEES

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 two other board members plus at least one additional 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 electronic communication system - no later than 30 days following the end of each quarter.

The Finance Committee is responsible for overseeing and reviewing fiscal matters, fundraising plans, and the annual budget with staff, and other board members. 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 July 1st and end on June 30th.  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 annual report - 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: There shall be a Nomination Committee composed of three board members who nominate qualified Public Members to the Board and will encourage members of the Membership Council to run for the board.

ARTICLE V - AUTHORITY AND DUTIES OF OFFICERS, AGENTS, AND EMPLOYEES

Section 5.01 Officers: The officers of the Corporation shall be a Chair, a Secretary, a Treasurer, and such other officers as the Board may designate. Two (2) or more offices may be held by the same person, except the offices of Secretary and Chair.

Section 5.02 Election of Officers; Terms of Office: The Chair, the Secretary, and the Treasurer and other officers, if any are designated, who shall serve up to five (5) consecutive two (2) year terms, shall be elected by the Board at its Annual Meeting in each year that such positions have become vacant due to expiration of an officer’s term. Officers shall be eligible for reelection.

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) 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.

(c) 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 of the Corporation. Unless a contract, these bylaws, or a law provide otherwise, the Board may remove such chief executive officer at any time with or without cause at a meeting called for that purpose. The Chief Executive Officer 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 Chief Executive Officer shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

ARTICLE VI - INDEMNIFICATION

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.

ARTICLE VII - FINANCIAL ADMINISTRATION

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.

ARTICLE VIII - CONFLICTS OF INTEREST

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.

ARTICLE IX - RECORDS

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 Annual Reports: An annually updated written account of the Corporation’s purposes, structure, programs, and financial condition shall be published and made publicly available. The annual report shall contain: a description of the Corporation’s purpose(s); descriptions of its overall programs, activities, and accomplishments; a statement of its eligibility to receive deductible contributions; information about the governing body and structure, including identification of officers, Directors, and chief administrative personnel; and the audited financial statements or, at a minimum, a comprehensive financial summary that reflects all revenue, reports expenses by program, management, and fund-raising categories and reports year-end balances.

ARTICLE X - AMENDMENT OF BYLAWS

Section 10.01 Amendments: These Bylaws may be amended by a majority vote of the entire Board, provided seven (7) days prior notice is given of the proposed amendment or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.09.